<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM___________TO________
Commission file Number 1-10202
ANGELES MORTGAGE INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-6890805
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
340 North Westlake Boulevard, Suite 230, Westlake Village, California 91362
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 449-1335
No Change
- --------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year If Changed Since Last Report
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on
which registered
Class A Shares American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
- --------------------------------------------------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] Yes [ ] No
AS OF MAY 10, 1998 ANGELES MORTGAGE INVESTMENT TRUST HAS 2,617,000 CLASS A
SHARES OUTSTANDING.
Total Pages 12
<PAGE> 2
ANGELES MORTGAGE INVESTMENT TRUST
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I. Financial Information
Item 1. Balance Sheets - March 31, 1998 and December 31, 1997 3
Statements of Operations - Three Months Ended March 31,
1998 and 1997 4
Statements of Stockholders' Equity 5
Statements of Cash Flows - Three Months Ended March 31,
1998 and 1997 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
2
<PAGE> 3
PART I FINANCIAL INFORMATION
ANGELES MORTGAGE INVESTMENT TRUST
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31 DECEMBER 31
1998 1997
------------ ------------
<S> <C> <C>
ASSETS
Notes Receivable (primarily due from affiliates):
Mortgage notes receivable $ 31,921,000 $ 39,347,000
Promissory notes receivable 6,789,000 6,789,000
------------ ------------
38,710,000 46,136,000
Less: Allowances for estimated losses (8,826,000) (8,826,000)
------------ ------------
29,884,000 37,310,000
Foreclosed real estate held for sale 8,730,000 4,521,000
Cash and cash equivalents 10,860,000 3,947,000
Restricted cash 943,000 --
Accrued interest receivable 615,000 654,000
Prepaid expenses and other 119,000 98,000
------------ ------------
Total assets $ 51,151,000 $ 46,530,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 537,000 $ 588,000
Mortgage loan payable 4,525,000 --
------------ ------------
Total liabilities 5,062,000 588,000
------------ ------------
Shareholders' equity:
Class A Shares (2,617,000 issued and outstanding,
$1.00 par value, unlimited shares authorized) 2,617,000 2,617,000
Class B Shares (1,675,113 issued and outstanding,
$.01 value, unlimited shares authorized) 14,000 14,000
Additional paid-in capital 50,199,000 50,199,000
Accumulated distributions in excess of cumulative net
income (6,741,000) (6,888,000)
------------ ------------
Total shareholders' equity 46,089,000 45,942,000
------------ ------------
Total liabilities and shareholders' equity $ 51,151,000 $ 46,530,000
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
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ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
---------------------------
1998 1997
---------- ----------
<S> <C> <C>
REVENUE:
Interest income $ 973,000 $1,168,000
Rental income 87,000 67,000
---------- ----------
Total revenue 1,060,000 1,235,000
---------- ----------
COSTS AND EXPENSES:
General and administrative 56,000 335,000
Amortization 20,000 18,000
---------- ----------
Total costs and expenses 76,000 353,000
---------- ----------
NET INCOME $ 984,000 $ 882,000
========== ==========
NET INCOME PER CLASS A SHARE $ 0.37 $ 0.33
========== ==========
CASH DISTRIBUTIONS PER CLASS A SHARE $ 0.32 $ 0.22
========== ==========
WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING 2,617,000 2,617,000
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements
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ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
ACCUMULATED
DISTRIBUTIONS IN
ADDITIONAL EXCESS OF
CLASS A CLASS B PAID-IN CUMULATIVE NET
SHARES SHARES CAPTIAL INCOME TOTAL
----------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1997 $ 2,617,000 $ 14,000 $50,199,000 ($6,888,000) $45,942,000
Distributions paid to Class A
Shareholders -- -- -- (837,000) (837,000)
Net income -- -- -- 984,000 984,000
----------- ----------- ----------- ----------- -----------
Balance at March 31, 1998 $ 2,617,000 $ 14,000 $50,199,000 ($6,741,000) $46,089,000
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements
5
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ANGELES MORTGAGE INVESTMENT TRUST
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
--------------------------------
1998 1997
------------ -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 984,000 $ 882,000
Adjustments to reconcile net income to cash
flows from operating activities:
Amortization 20,000 18,000
Interest income in exchange for notes receivable -- (423,000)
Decrease (increase) in interest receivable 39,000 (43,000)
Decrease (increase) in prepaid expenses and other assets (44,000) 45,000
Decrease in accounts payable and accrued expenses (455,000) (187,000)
Increase (decrease) in unearned loan fee income (63,000) 39,000
------------ ------------
Cash flows provided by (used in) operating activities 481,000 331,000
------------ ------------
Cash flows from investing activities:
Principal collections of notes receivable 11,973,000 2,036,000
Funding of notes receivable (4,865,000) (5,000,000)
Proceeds from foreclosure of real estate 161,000 --
------------ ------------
Cash flows provided by (used in) investing activities 7,269,000 (2,964,000)
------------ ------------
Cash flows used in financing activities:
Distributions to Class A Shareholders (837,000) (576,000)
------------ ------------
Increase (decrease) in cash and cash equivalents 6,913,000 (3,209,000)
Cash and cash equivalents:
At beginning of period 3,947,000 9,789,000
------------ ------------
At end of period $ 10,860,000 $ 6,580,000
============ ============
Schedule of noncash financing and investing activities:
Assumption of first mortgage loan payable $ 4,525,000 $ --
Conversion of second mortgage receivable to real property 380,000 --
Deed-in-lieu of foreclosure, real property 4,369,000 --
</TABLE>
The accompanying notes are an integral part of the financial statements
6
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ANGELES MORTGAGE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - The accompanying financial statements have not been audited by
independent certified accountants, but in the opinion of management all of the
adjustments necessary to present fairly the financial position of Angeles
Mortgage Investment Trust (the "Trust") and the results of operations and its
cash flows at the date and for periods indicated have been included. Certain
prior year amounts have been reclassified to conform to current year
classifications.
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements.
Operating results for the three-month period ended March 31, 1998 are not
indicative of the results that may be expected for the year ending December 31,
1998.
For further information, refer to the financial statements and notes
thereto included in the Trust's annual report on Form 10-K for the year ended
December 31, 1997.
NOTE 2 - The net income per Class A Share was based on 2,617,000 weighted
average Class A Shares outstanding during the three months ended March 31, 1998
and 1997 after deduction of the 1% interest for Class B Shares.
NOTE 3 - The Trust's $5 million line of credit expired April 30, 1997 and
required monthly interest only payments based upon prime plus .50% per annum. In
May 1998 the line of credit was renewed through October 1998 with the ability to
extend the line of credit through April 1999 at the Trust's option. The renewed
line of credit provides for the same interest rate and payment terms and
requires a $12,500 commitment fee paid quarterly. During the quarter ended March
31, 1998, the Trust did not draw down on the line of credit.
NOTE 4 - In December 1997 the Trust purchased a second mortgage loan for
$380,000 on a 186-unit apartment complex, Silver Ridge Apartments, located in
Maplewood, Minnesota. The Silver Ridge second mortgage has an interest rate of
10% and default rate of 12% and matured December 31, 1997. In addition, during
1997 the Trust obtained judgement liens against the Silver Ridge Apartments
property based upon recourse provisions on other Trust loans. Through a
judgement lien, the Trust foreclosed on the property in October 1997 subject to
a twelve-month redemption period. On January 30, 1998, the Trust received title
to Silver Ridge Apartments through deed-in-lieu of foreclosure as a result of
provisions in the second mortgage held by the Trust. In connection with taking
title to Silver Ridge Apartments the Trust assumed a first trust deed mortgage
from a third party in the amount of $4,525,000. This first mortgage provides for
a variable interest rate not to exceed 12%, interest only paid monthly, with a
current interest rate of 3-1/2% per annum. The loan matures in July 2023.
In addition, the Trust assumed control of restricted cash relating to
Silver Ridge Apartments with a balance of $943,000 as of March 31, 1998. The
restricted cash balance is comprised of approximately $500,000, held by the
first mortgage lender in escrow for: principal $295,000; real estate taxes and
insurance $100,000; and processing and other fees of $43,000. The remaining
$443,000 relates to funds for capital improvements and tenant security deposits.
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Trust has invested in loans (the "Trust Loans") which were
made principally to partnerships that were affiliated with Angeles Corporation
("Angeles"), parent company to the Trust's prior advisor, Angeles Funding
Corporation (the "Advisor" or "AFC"), but the majority of which are now
controlled by Insignia Properties Trust ("IPT") an affiliate of Insignia
Financial Group, Inc. ("Insignia").
The Trust's $5 million line of credit with the Bank requires monthly
interest only payments based upon prime plus 1/2% and matured April 30, 1998.
The line of credit with the Bank allows the Trust to draw on such line to
facilitate the foreclosure process on Trust loans. As of December 31, 1997 there
was no balance due on the line of credit and during the quarter ended March 31,
1998 the Trust did not draw on the line. In May 1998 the line of credit was
renewed through October 1998 with the ability to extend the line of credit
through April 1999 at the Trust's option. The renewed line of credit provides
for the same interest rate and payment terms and requires a $12,500 commitment
fee paid quarterly.
The Trust's liquidity is dependent upon its borrowers having sufficient
cash to pay interest and principal payments as they become due. In February
1993, a significant number of the Insignia Partnerships failed to service their
debt obligations under the Trust Loans. The Trust has since completed the
process of restructuring the majority of the Trust Loans. The restructured loan
terms typically include a reduction in the interest rate, an extension of the
loan term, payment of at least net cash flow from the operation of the relevant
property on a current basis and a modest increase in the principal balance of
the loan as consideration for the modification.
In January 1998, the Trust funded a new loan in the amount of
$1,000,000 secured by a first deed of trust on a 125,000 square foot warehouse
facility located in Memphis, Tennessee. This new loan requires monthly interest
only payments at an annual rate of 8% and matures in January 2008. In March 1998
the Trust purchased at par two first mortgage loans from an unaffiliated third
party for $3,865,000. These two mortgages are on three industrial warehouse
properties located in Cleveland, Ohio. The Trust began the foreclosure process
on these three properties in 1996 and expects to take title during the third
quarter of 1998. The foreclosure process on these three properties results from
the Trust obtaining judgement liens relating to recourse provisions on a
defaulted second mortgage loan held by the Trust. The debt service on the first
mortgage loans have been and continue to be current through the foreclosure
process. These two mortgage loans pay monthly interest only at an annual rate of
7.15% and mature September 1, 1998.
As of April 30, 1998 the Trust has an outstanding commitment to fund a
first mortgage loan in the amount of $5,500,000 and to purchase a first mortgage
loan for approximately $4,250,000.
During the quarter ended March 31, 1998, the Trust had its largest
mortgage note receivable prepay in full the outstanding principal balance of
$9,004,000. This loan, referred to as Lake Arrowhead, paid monthly interest
payments at the stated note rate of 10.20%. While the Trust has been able to
commit to fund new loans with such proceeds, it is unlikely it will be able to
obtain the same yield as the Lake Arrowhead loan due to the recent downward
trend of interest rates.
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The Trust's management on a quarterly basis reviews the carrying value
of the Trust's Loans and properties held for sale. Generally accepted accounting
principles require that the carrying values of a note receivable or property
held for sale cannot exceed the lower of its carrying amount or its estimated
net realizable value. The estimate of net realizable value is based on
management's review and evaluation of the collateral properties as well as
recourse provisions included in certain notes receivable. The allowance for loan
loss as of March 31, 1998 was approximately $8.8 million. However, the provision
for loss is an estimate which is inherently uncertain and depends on the outcome
of future events. The Trust's estimates are based on an analysis of the
investment portfolio, composition of the loan portfolio, the value of collateral
and current economic conditions.
As previously announced in a press release on July 18, 1997, AMIT,
Insignia Properties Trust ("IPT"), Insignia and MAE GP entered into the Merger
Agreement which, provides for, among other things, the Merger of AMIT with and
into IPT, with IPT surviving the Merger. Upon consummation of the Merger the
separate existence of AMIT will cease. A Special Meeting of AMIT shareholders
will be called to consider and vote on proposals to approve and adopt the Merger
Agreement and the transactions contemplated thereby, including the merger of
AMIT with and into IPT, with IPT being the surviving entity (the "Merger"), and
approve the amendment of AMIT's Declaration of Trust (the "Trust Amendment") to
permit AMIT to merge and consolidate with other entities subject to the required
vote of the AMIT Board and AMIT's shareholders (collectively, the "Merger
Proposal"). It is currently expected that the Special Meeting of Shareholders
will convene in mid 1998. A proxy statement will be circulated to all AMIT
shareholders in advance of the meeting, containing information on the proposed
merger.
Pursuant to the Merger Agreement, each outstanding AMIT Class A Share
will be converted into IPT Common shares (the "Class A Exchange Ratio"). The
Class A Exchange Ratio is determined by adjusting the base exchange values set
in the Merger Agreement of $16.25 per AMIT Class A Share and $10.00 per IPT
Common Share to account for dividends paid by AMIT since December 31, 1996 and
by IPT since January 31, 1997. The Class A Exchange Ratio is subject to further
adjustment should either AMIT or IPT declare any additional dividends prior to
the Merger. No fractional IPT Common Shares will be issued. In lieu of any
fractional shares, an AMIT shareholder otherwise entitled to a fractional IPT
Common Share will receive cash from IPT in an amount determined by multiplying
such fractional share amount by the IPT Share Value.
RESULTS OF OPERATIONS
During the three months ended March 31, 1998 total revenue and interest
income decreased by approximately 14% and 17%, respectively, when compared to
the three months ended March 31, 1997. Such decrease is primarily due to the
restructuring of the LaSalle loan during the first quarter ending March 31, 1997
which resulted in the Trust capitalizing into principal accrued interest and
late fees of $423,000. Recurring revenue and interest income has increased by
approximately 31% for the three months ended March 31, 1998 when compared to the
same period ended March 31, 1997, due primarily to newly funded loans during
1997 in the amount of $13,867,000. Funds for such new loans in 1997 came from
the repayment of non-performing loans and loans paying at a lower rate of
interest and from the sale of property obtained through foreclosure.
The significant decrease in general and administrative expenses
for the quarter ended March 31, 1998 when compared to the previous quarter for
the same period, is due primarily to reversing expense accruals in the first
quarter of 1998 that were provided in 1997 for state income taxes and legal
9
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fees in the amounts of $180,000 and $50,000, respectively. Such reversals
resulted in a reduction of actual general and expense for the quarter ended
March 31, 1998 by $230,000. The general and administrative expense, prior to
such adjustments, for the three months ended March 31, 1998 was $286,000,
resulting in a decrease of such expense when compared to the same period ended
March 31, 1997 by 15%. Such decrease is primarily due to reduced legal expenses
incurred by the Trust.
10
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
No significant changes have occurred relating to the lawsuit as reported in
the Trust's December 31, 1997 Form 10-K.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. EXHIBITS
None.
b. REPORTS ON FORM 8-K
None.
Note: All items required under Part II of Form 10-Q which are applicable have
been reported herein.
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Trust has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ANGELES MORTGAGE INVESTMENT TRUST
By /s/Anna Merguerian
----------------------------------
Anna Merguerian
Chief Financial Officer
Date: May 15, 1998
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 11,803,000
<SECURITIES> 0
<RECEIVABLES> 48,174,000<F1>
<ALLOWANCES> (8,826,000)
<INVENTORY> 0
<CURRENT-ASSETS> 51,151,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 51,151,000
<CURRENT-LIABILITIES> 537,000
<BONDS> 4,525,000
0
0
<COMMON> 46,089,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 51,151,000
<SALES> 1,060,000
<TOTAL-REVENUES> 1,060,000
<CGS> 0
<TOTAL-COSTS> 76,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 984,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 984,000
<EPS-PRIMARY> $0.37
<EPS-DILUTED> 0
<FN>
<F1>Includes Notes Receivable of $38,710,000 and foreclosed real estate held for
sale of $8,730,000.
</FN>
</TABLE>
