AMERICAN MORTGAGE INVESTORS TRUST
10-Q, 1996-05-15
REAL ESTATE INVESTMENT TRUSTS
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                      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, 1996


                                      OR


[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
                              EXCHANGE ACT OF 1934


                        Commission File Number 0-23972


                       AMERICAN MORTGAGE INVESTORS TRUST
                       ---------------------------------
     (Exact names of registrant as specified in its governing instrument)


             Massachusetts                                13-6972380
- ----------------------------------------   ------------------------------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)


 625 Madison Avenue, New York, New York                                 10022
- ----------------------------------------                             ----------
(Address of principal executive offices)                             (Zip Code)



Registrant's telephone number, including area code (212) 421-5333



     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. 

Yes [X]   No [ ]

<PAGE>
                                     PART I

Item 1.  Financial Statements

                        AMERICAN MORTGAGE INVESTORS TRUST
                                 BALANCE SHEETS
                                   (Unaudited)


                                     ASSETS
<TABLE>
<CAPTION>

                                                                                March 31,      December 31,
                                                                                  1996             1995
                                                                              -----------       -----------
<S>                                                                           <C>               <C>        
Investments in loans (Note 2)                                                 $39,811,400       $39,497,133
Cash and cash equivalents                                                       5,671,973         6,242,945
Investment in REMIC and GNMA Certificates and FHA                        
   Insured Project Loan (Note 3)                                               18,672,306        19,327,518
Organization costs (net of accumulated amortization                      
   of $27,500 and $25,000, respectively)                                           22,500            25,000
Deferred costs                                                                     65,521            70,988
Accrued interest receivable                                                       393,422           354,026
                                                                              -----------       -----------
Total assets                                                                  $64,637,122       $65,517,610
- ------------                                                                  ===========       ===========
                                                          

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:

   Accounts payable and accrued expenses                                      $    62,304       $    83,855
   Due to affiliates (Note 4)                                                     998,968           919,121
                                                                              -----------       -----------

Total liabilities                                                               1,061,272         1,002,976
                                                                              -----------       -----------
Commitments (Note 5)

Shareholders' equity:

   Shares of beneficial interest; $.10 par value; 12,500,000 
     shares authorized; 3,953,657 and 3,934,423 shares issued
     and outstanding, respectively                                                395,366           393,443
   Treasury stock; $.10 par value; 112,771 and 93,539 shares, respectively        (11,277)           (9,354)
   Additional paid-in capital                                                  68,849,598        68,899,562
   Accumulated deficit                                                         (5,248,907)       (4,709,954)
   Net unrealized loss on marketable securities (Note 3)                         (408,930)          (59,063)
                                                                              -----------       -----------

Total shareholders' equity                                                     63,575,850        64,514,634
                                                                              -----------       -----------
Total liabilities and shareholders' equity                                    $64,637,122       $65,517,610
                                                                              ===========       ===========

</TABLE>

See accompanying notes to financial statements

                                       2

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                             Three Months Ended March 31,
                                                                             ----------------------------
                                                                                1996              1995
                                                                             ----------        ----------
<S>                                                                          <C>               <C>
Revenues:

   Interest income:

     Mortgage loans (Note 2)                                                 $  607,752        $  519,877
     REMIC and GNMA Certificates and FHA
       Insured Project Loan (Note 3)                                            362,164           461,981
     Temporary investments                                                       68,086           118,779
                                                                             ----------        ---------- 
     Total revenues                                                           1,038,002         1,100,637
                                                                             ----------        ---------- 
Expenses:

   General and administrative                                                    33,510            34,766
   General and administrative - related parties (Note 4)                        138,262           145,761
   Realized (gain) loss on sale of REMICs and GNMAs and FHA
     Insured Project Loan (Note 3)                                               (1,082)          444,978
   Amortization                                                                   2,500             2,500
                                                                             ----------        ---------- 
     Total expenses                                                             173,190           628,005
                                                                             ----------        ---------- 
     Net income                                                              $  864,812        $  472,632
                                                                             ==========        ==========
     Net income per weighted average share                                   $      .22        $      .12
                                                                             ==========        ==========
</TABLE>

See accompanying notes to financial statements

                                       3

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                  STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                   (unaudited)

(Restubbed Table)
<TABLE>
<CAPTION>
                                                                                                                       
                            Shares of Beneficial Interest        Treasury Stock         Additional        Accumulated   
                            -----------------------------    ---------------------       
                              Shares         Amount             Share      Amount      Paid-in Capital      Deficit    
                            ----------      ---------        ----------  ---------     ---------------    -----------   
<S>                          <C>             <C>             <C>          <C>           <C>                <C>
Balance at                                               
   January 1, 1996           3,934,423       $393,443        (93,539)     $(9,354)      $68,899,562       $(4,709,954)   
                                                         
Net Income                           0              0              0            0                 0           864,812    
                                                         
Distributions                        0              0              0            0                 0        (1,403,765)   
                                                         
Purchase of                                              
   Treasury Stock                    0              0        (19,232)      (1,923)         (363,485)                0    
                                                         
Issuance of shares of                                    
   beneficial interest                                   
   (Note 5)                     19,234          1,923              0            0           363,521                 0    
                                                         
Offering Costs                       0              0              0            0           (50,000)                0    
                                                         
Change in net unrealized                                 
   gain (loss) on                                        
   securities available                                  
   for sale (Note 4)                 0              0              0            0                 0                 0    
                             ---------       --------       --------     --------       -----------       -----------
Balance at                                               
   March 31, 1996            3,953,657       $395,366       (112,771)    $(11,277)      $68,849,598       $(5,248,907)   
                             =========       ========       ========     ========       ===========       ===========
</TABLE>                                                
                                                       
<TABLE>
<CAPTION>
                        
                        Net Unrealized Loss                    
                          on Securities                        
                         Available for Sale           Total   
                        --------------------       -----------
<C>                          <C>                   <C>          
Balance at                                                    
   January 1, 1996           $ (59,063)            $64,514,634
                                                              
Net Income                           0                 864,812
                                                              
Distributions                        0              (1,403,765)
                                                              
Purchase of                                                   
   Treasury Stock                    0                (365,408)
                                                              
Issuance of shares of                                         
   beneficial interest                                        
   (Note 5)                          0                 365,444 
                                                              
Offering Costs                       0                 (50,000)
                                                              
Change in net unrealized                                      
   gain (loss) on                                             
   securities available                                       
   for sale (Note 4)          (349,867)               (349,867)
                             ----------            -----------
Balance at                                                    
   March 31, 1996            $(408,930)            $63,575,850 
                             ==========            =========== 
</TABLE>

(End Restubbed Table)

See accompanying notes to financial statements.

                                       4

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              Three Months Ended March 31,
                                                                              ----------------------------
                                                                                  1996            1995
                                                                              ------------     -----------
Cash flows from operating activities:
<S>                                                                            <C>             <C>   
   Net income                                                                  $  864,812      $  472,632
                                                                               ----------      ---------- 
   Adjustments to reconcile net income to net cash provided by
     operating activities
     Amortization expense - organization costs                                      2,500           2,500
     Amortization expense - loan premium and origination costs                    119,382         103,629
     Amortization of REMIC premium                                                  5,863           6,117
     Amortization or REMIC and GNMA and FHA
       Insured Project Loan discount                                              (12,514)        (14,270)
   (Gain) loss on sale of REMIC certificates                                         (398)        445,590
   (Gain) on sale of GNMAs                                                           (394)           (401)
   (Gain) on sale of FHA Insured Project Loan                                        (290)           (211)
   Changes in operating assets and liabilities:
   Increase in accrued interest receivable                                        (39,396)        (13,078)
   Increase in due to affiliates                                                   29,847               0
   Decrease in accounts payable and accrued expenses                              (21,551)        (40,847)
                                                                               ----------      ---------- 
     Total adjustments                                                             83,049         489,029
                                                                               ----------      ---------- 
   Net cash provided by operating activities                                      947,861         961,661
                                                                               ----------      ---------- 
Cash flows used in investing activities:

   Investments in loans                                                          (471,205)     (1,273,819)
   Principal repayments of loans                                                   43,035          39,923
   Proceeds from sale of REMIC Certificates                                             0       4,092,188
   Purchase of FHA Insured Project Loan                                                 0      (3,374,677)
   Principal repayment of GNMA                                                     23,113          21,278
   Principal repayments of REMIC                                                  279,194         249,573
   Principal repayments of FHA Insured Project Loan                                10,771           6,580
   Increase in deferred costs                                                         (12)            (17)
   Origination costs                                                                    0         (76,697)
                                                                               ----------      ---------- 
   Net cash used in investing activities                                         (115,104)       (315,668)
                                                                               ----------      ---------- 
Cash flows used in financing activities:

   Increase in due to affiliates                                                   50,000         222,863
   Distributions to shareholders                                               (1,403,765)     (1,400,818)
   Proceeds from issuance of shares of beneficial interest                        365,444         365,580
   Purchase of Treasury Stock                                                    (365,408)       (673,842)
   Increase in offering costs                                                     (50,000)         (2,815)
                                                                               ----------      ----------
   Net cash used in financing activities                                       (1,403,729)     (1,489,032)
                                                                               ----------      ----------
</TABLE>

                                       5

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                            STATEMENTS OF CASH FLOWS
                                   (continued)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                              Three Months Ended March 31, 
                                                                              ----------------------------
                                                                                  1996            1995  
                                                                              -----------      ----------- 
<S>                                                                           <C>              <C>   
Net decrease in cash and cash equivalents                                        (570,972)        (843,039)

Cash and cash equivalents at beginning of period                                6,242,945       12,285,691
                                                                              -----------      -----------
Cash and cash equivalents at end of period                                    $ 5,671,973      $11,442,652
                                                                              ===========      ===========


Supplemental schedule of non cash financial activities:

   Decrease in offering costs (value of shares issued to Advisor)             $         0      $     2,449
   Treasury Stock (return of shares issued to Advisor)                                  0           (2,449)
   Decrease in deferred costs                                                       5,479           53,160
   Increase in investments in loans                                                (5,479)         (14,811)
   Increase in investment in REMIC and GNMA Certificates and FHA
     Insured Project Loan                                                               0          (38,349)
                                                                              -----------      -----------

                                                                              $         0      $         0
                                                                              ===========      ===========
</TABLE>



See accompanying notes to financial statements

                                       6

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE 1  -      General

               American Mortgage Investors Trust (the "Company") was formed on
June 11, 1991 as a Massachusetts business trust for the primary purpose of
investing in government-insured mortgages and guaranteed mortgage-backed
certificates. The Company is electing to be treated as a real estate investment
trust ("REIT") under the Internal Revenue Code of 1986, as amended.

               The Company issued 10,000 shares of beneficial interest at $20
per share in exchange for $200,000 cash from Related AMI Associates, Inc., the
current advisor to the Company (the "Advisor").

               On March 29, 1993, the Company commenced a public offering (the
"Offering") through Related Equities Corporation, (the "Dealer Manager") an
affiliate of the Advisor, and other broker-dealers on a "best efforts" basis,
for up to 10,000,000 of its shares of beneficial interest at an initial offering
price of $20 per share. The Offering terminated as of November 30, 1994. As of
March 31, 1996, a total of 3,809,601 shares have been sold to the public, either
through the Offering or the Company's dividend reinvestment plan (the
"Reinvestment Plan"), representing Gross Proceeds (the "Gross Proceeds") of
$76,192,021 (before volume discounts of $40,575). Pursuant to the Redemption
Plan which became effective November 30, 1994, the Company is required to redeem
eligible shares presented for redemption for cash to the extent it has
sufficient net proceeds from the sale of shares under the Reinvestment Plan.
After November 30, 1994 95,575 shares were sold through the Reinvestment Plan,
the proceeds of which are restricted for use in connection with the Redemption
Plan and are not included in gross proceeds. Pursuant to the Redemption Plan as
of March 31, 1996 112,599 shares were redeemed for an aggregate price of
$2,135,812. Since 16,931 shares were redeemed from proceeds from the
Reinvestment Plan before the termination of the Offering the proceeds available
for future investment have been reduced by $319,987. In addition, during the
Offering, the Advisor received 38,481 restricted shares (including 717 from the
Reinvestment Plan) which the Advisor has valued at $14.75 per share, pursuant to
the terms of the Offering. As a result of the shares being redeemed the Advisor
was required to return 172 shares as of March 31, 1996.

               The Company has invested principally in two types of mortgage
investments ("Mortgage Investments"), new mortgage loans originated by or on
behalf of the Company or by other lenders and sold to the Company prior to the
loans being fully funded and also Ginnie Mae mortgage-backed securities and
pass-through certificates ("Originated Mortgages") and existing mortgage loans
that it acquires ("Acquired Mortgages") on multifamily residential rental
properties ("Developments"). No more than 7% of the Net Proceeds may be invested
in non-interest bearing uninsured loans made directly to developers or sponsors
of Developments (or the general partners or other principals of the owner of the
Developments) with respect to which the Company holds a mortgage ("Additional
Loans"). As of March 31, 1996, all of the total Net Proceeds available for
investment had been invested in permanent Mortgage Investments. As of March 31,
1996, of the total Net Proceeds available for investment, 84.9% had been
invested in Originated Mortgages (including 6.32% in Additional Loans) and 15.1%
had been invested in Acquired Mortgages.

               The Company also invests in REMICs and in CMOs or participations
therein that are backed by single family and/or multifamily mortgage loans
insured by FHA or mortgage certificates guaranteed by Ginnie Mae, Fannie Mae or
Freddie Mac.

               Management of the Company has made a number of estimates and
assumptions relating to the reporting of assets and liabilities and the
disclosures of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principals. Actual
results could differ from those estimates.

               Certain prior year amounts have been reclassified to conform with
current year presentation.

                                       7

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)




NOTE 2  -     Investments in Loans

               The Company originally funded five Originated Mortgages
(excluding GNMAs-see Note 3), five noninterest bearing Additional Loans and two
additional loan-bridge loans in the aggregate amount of $38,693,923.

               Information relating to investments in Originated Mortgages
(excluding GNMAs-see Note 3) and Additional Loans as of March 31, 1996 is as
follows:
<TABLE>
<CAPTION>
              <S>                                                               <C>               <C>    

              Investments in loans, January 1, 1996                                               $39,497,133
                                                                                               
              Additions:                                                                       
                                                                                               
                 Columbiana Originated Mortgage                                  8,683,000     
                 Columbiana Originated Mortgage - unadvanced                      (911,334)    
                                                                                ----------
                 Columbiana total advanced                                       7,771,666     
                 Columbiana advanced in 1995 and 1994                           (7,552,100)    
                                                                                ----------    
                                                                                               
                 Columbiana-advanced in 1996                                                          219,566
                 Columbiana - loan origination costs                                                    2,553
                                                                                                  -----------
                 Stonybrook Originated Mortgage                                  8,500,000     
                 Stonybrook Originated Mortgage - unadvanced                    (7,638,152)    
                                                                                -----------
                 Stonybrook total advanced                                         861,848     
                 Stonybrook advanced in 1995                                      (610,209)    
                                                                                -----------
                                                                                               
                 Stonybrook-advanced in 1996                                                          251,639
                 Stonybrook - loan origination costs                                                    2,926
                                                                                                  -----------
                                                                                               
                                                                                                   39,973,817
              Deductions:                                                                         -----------
                                                                                               
                 Amortization of Additional Loans                                                     (93,229)
                 Amortization of loan origination costs                                               (26,153)
                 Collection of principal - Cove                                                       (11,346)
                                         - Oxford                                                     (15,601)
                                         - Town and Country                                           (16,088)
                                                                                                  ------------

                                                                                                     (162,417)
                                                                                                  ------------
              Investments in loans, March 31, 1996                                                $39,811,400
                                                                                                  ============
                                                                                              
</TABLE>

                                       8

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (unaudited)

NOTE 2 -       Investment in Loans

               Information relating to investments in Originated
Mortgages (Excluding GNMAs-see Note 3) and Additional Loans as of March 31, 1996
is as follows:

(Restubbed Table)

<TABLE>
<CAPTION>

                                                                    Amounts Advanced
                                                   -------------------------------------------------
                                      Date of                                                Total                   Total Amounts 
                                 Investment\Final    Equity       Bridge      Mortgage      Amounts       Amounts     Advanced &   
Property           Description     Maturity Date     Loans        Loans        Loans        Advanced     Unadvanced   Unadvanced   
- ---------------------------------------------------------------------------------------------------------------------------------- 
<S>                <C>                <C>           <C>          <C>         <C>          <C>           <C>            <C>        

The Cove Apts.     308                Dec-93        $ 840,500     $84,210     $6,800,000   $7,724,710           $0      $7,724,710 
Houston, TX        Apartment          Jan-29                        (D)
               (A) Units               (E)

Oxford on          405                Dec-93        1,156,000     115,790      9,350,000   10,621,790            0      10,621,790 
Greenridge         Apartment          Jan-29                        (D)
Apts.              Units               (E)
Houston, TX
               (A)
Town &             330                Apr-94        1,039,000        NONE      9,348,000   10,387,000            0      10,387,000 
Country IV         Apartment          May-29
Apts.              Units               (F)
Urbana, IL
               (B)
Columbia           204                Apr-94          563,000        NONE      7,771,666    8,334,666      911,334       9,246,000 
Lakes Apt          Apartment          Nov-35
Columbia, SC       Units               (G)
               (C)
Stony Brook        125                Dec-95          763,909        NONE        861,848    1,625,757    7,638,152       9,263,909 
Village II Apts.   Apartment          Jun-37
East Haven, CT     Units               (I)         ----------    --------    -----------  -----------   ----------     -----------

Total          (H)                                 $4,362,409    $200,000    $34,131,514  $38,693,923   $8,549,486     $47,243,409
                                                   ==========    ========    ===========  ===========   ==========     ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                           Interest Earned
                                      Loan                   Final Balance  Final Balance     by the
                  Outstanding     Origination   Accumulated    At March      At December      Company      Less 1996   Net Interest
                  Loan Balance       Costs      Amortization   31, 1996      31, 1995         for 1996   Amortization    Earned
                  ------------------------------------------------------------------------------------------------------------------
<S>               <C>              <C>            <C>         <C>           <C>              <C>          <C>            <C>
The Cove Apts.                                                              
Houston, TX                                                                 
                   $7,548,974        $444,215     $231,958     $7,761,231    $7,797,927      $151,374      $25,350        $126,024
                                                                            
Oxford on                                                                   
Greenridge                                                                  
Apts.              10,380,152         610,814      319,010     10,671,956    10,722,421       222,663       34,864         187,799
Houston, TX                                                                 
                                                                            
Town &                                                                      
Country IV                                                                  
Apts.              10,275,608         603,895      226,430     10,653,073    10,698,339       206,487       29,178         177,309
Urbana, IL                                                                  
                                                                            
Columbia                                                                    
Lakes Apt                                                                   
Columbia, SC        8,334,666         526,961      106,814      8,754,813     8,546,769       116,458       14,075         102,383
                                                                            
Stony Brook                                                                 
Village II Apts.                                                            
East Haven, CT      1,625,757         363,394       18,824      1,970,327     1,731,677        30,152       15,915          14,237
                  -----------      ----------     --------    -----------   -----------      --------     --------        --------

                  $38,165,157      $2,549,279     $903,036    $39,811,400   $39,497,133      $727,134     $119,382        $607,752
                  ===========      ==========     ========    ===========   ===========      ========     ========        ========
</TABLE>

(A)      The interest rates for the Cove and Oxford are 7.625%-9.129%. In
         addition to the interest rate during the permanent loan period the
         Company will be entitled to 30% of the cash flow remaining after
         payment of 9.129% interest and accrued interest, if any. Payments at
         the rate of 9.129% are guaranteed by the developer for three years
         after closing of the loans.

(B)      The interest rates for Town and Country are 7.375%-9.167% during the
         permanent loan period. In addition to the interest rate during the
         permanent loan period, the Company will be entitled to 30% of the cash
         flow remaining after payment of 9.167% interest.

(C)      The interest rates for Columbiana are 7.9%-8.678% during the permanent
         loan period and 7.4% during the construction period. In addition to the
         interest rate during the permanent loan period, the Company will be
         entitled to 25% of the cash flow remaining after payment of 8.678%
         interest.

(D)      Bridge loans were repaid in full on April 7, 1994.

(E)      The Originated Mortgages have terms of 35 years, subject to mandatory
         prepayment at any time after 10 years and upon one years notice.

(F)      The Originated Mortgage has a term of 35 years, subject to mandatory
         prepayment at any time after 12 years and upon one years notice.

(G)      The Originated Mortgage has a term of 40 years, subject to mandatory
         prepayment at any time after 10 years and upon one years notice.

(H)       The interest rates for Stony Brook are 7.75%-9.128% during the
          permanent loan period and 8.625% during the construction period. In
          addition to the interest rate during the permanent loan period, the
          Company will be entitled to 40% of the cash flow remaining after
          payment of 9.128% interest.

(I)      The Originated Mortgage has a term of 40 years, subject to mandatory
         prepayment at any time after 10 years and upon one years notice.

                                       9

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE 3 - Investment in REMIC and GNMA Certificates and FHA Insured Project Loan

Originated Mortgages

              GNMA Certificates

              The Company used a portion of the Net Proceeds of its Offering to
purchase three Ginnie Mae Guaranteed FHA Insured Project Loan Backed
Certificates from unaffiliated third parties. The full amount of the purchase
price of each of the GNMA Certificates was allocated as a permanent Originated
Mortgage. The table set forth below outlines pertinent information relating to
the GNMA Certificates.

Acquired Mortgages

              REMIC Certificates

              The Company used a portion of the Net Proceeds of its Offering to
purchase six REMIC Certificates from unaffiliated third parties. Except as set
forth in the notes to the table, each of the REMIC Certificates was purchased as
a permanent Acquired Mortgage. The table set forth below outlines pertinent
information relating to the REMIC Certificates.

              FHA Insured Project Loan

              The Company used a portion of the Net Proceeds of its Offering to
purchase a FHA Insured Project Loan from unaffiliated third party. The full
amount of the purchase price was allocated as a permanent Acquired Mortgage. The
table set forth below outlines pertinent information relating to the FHA Insured
Project Loan.

              Information relating to investments in REMIC and GNMA Certificates
and FHA Insured Project Loan as of March 31, 1996:

 Investments in REMIC and GNMA Certificates and FHA Insured
   Project Loan - January 1, 1996                                   $19,327,518
                                                           
 Additions:                                                
                                                           
   Amortization of Discount                                              12,514
   Gain on Sale of GNMAs                                                    394
   Gain on Sale of FHA Insured Project Loan                                 290
   Gain on sale of REMIC Certificates                                       398
                                                                    -----------
                                                                     19,341,114

                                       10

<PAGE>                                            


                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)
 
NOTE 3 - Investment in REMIC and GNMA Certificates and FHA Insured Project Loan
         (continued)

Deductions:
  Principal Repayments (Sales) of GNMA                                (23,113)
  Principal Repayments (Sales) of REMIC                              (279,194)
  Principal Repayments (Sales) of FHA Insured Project Loan            (10,771)
  Amortization of REMIC Premium                                        (5,863)
                                                                  -----------

                                                                     (318,941)
                                                                  -----------
Amortized Cost at March 31, 1996
 (including unrealized loss at December 31, 1995)                  19,022,173

Change in net unrealized loss on securities available for sale       (349,867)
                                                                  ------------

Fair value at March 31, 1996                                      $18,672,306
                                                                  ===========

                                       11

<PAGE>

                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - Investment in REMIC and GNMA Certificates and FHA Insured Project Loan 
         (continued)

          Information relating to investments in REMIC and GNMA Certificates and
          FHA Insured Project Loan as of March 31, 1996 are as follows:

<TABLE>
<CAPTION>
                                              Date                    Original                                              
                                            Purchased                 Purchase                     Premium       Accumulated 
                                              /Final     Stated        Price        Principal     (Discount)    Amortization 
                            Certificate      Payment    Interest      Including       at Mar.       at Mar.        at Mar.   
Seller                         Number        Date        Rate        Prem/(Disc)     31, 1996      31, 1996       31, 1996   
- ------                      -----------     ---------   --------    ------------   ----------    ----------     ------------ 
<S>                           <C>            <C>         <C>        <C>            <C>            <C>               <C>
GNMA Certificate
Bear Stearns                  0355540        7/27/94     7.125%      $2,407,102     $2,623,130    $(242,640)         $34,175    
   Malone                                    3/15/29
   Mortgage                   0382486        7/28/94     8.500%       2,197,130      2,189,195       (8,209)           1,207    
                                             8/15/29
Goldman Sachs                 0328502        7/29/94     8.250%       3,928,615      3,833,187       (3,591)             575    
                                             7/15/29
REMIC Certificates
Bear Stearns                  1992-17G(1)    8/27/93     6.500%      10,160,938      5,100,000       82,078          (55,715)   
                                             3/25/20
Bear Stearns                  G-024C(2)      10/26/93    4.850%       4,838,600              0            0                0      
                                             Sold(3)
Meridan Capital
   Markets                    1292ZA(3)      10/25/94    5.750%       1,721,291        851,129       (8,777)           8,290    
                                             6/15/97
Meridan Capital
   Markets                    1992-153A(3)   10/25/94    5.250%         258,357        129,274       (2,747)           2,594      
                                             9/25/97
Meridan Capital
   Markets                    1580A(3)       10/27/94    6.500%         742,538        407,470       (2,801)           2,268      
                                             9/15/98
Meridan Capital
   Markets                    1258C(3)       11/9/94     7.350%         269,658        125,543          471             (471)      
                                             5/15/04
FHA Insured Loan Project
Donaldson,
   Lufkin &
   Jenrette                   092-11005      1/3/95      8.600%       3,374,679      3,442,064     (114,018)          22,804    
                                             4/1/19                 -----------    -----------    ----------         -------    
Total                                                               $29,898,908    $18,700,992    $(300,234)         $15,727    
                                                                    ===========    ===========    ==========         =======    
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                Loan                                                  Interest
                            Origination      Unrealized     Final         Final        Earned
                               Costs         Gain (Loss)   Balance       Balance       by the                          Net     
                              at Mar.          at Mar.      at Mar.       at Dec.      Company      Less 1996        Interest
Seller                        31, 1996        31, 1996     31, 1996      31, 1995      for 1996    Amortization       Earned
- ------                      -----------      ----------   ----------    ----------    ---------    ------------      -------- 
<S>                           <C>            <C>          <C>           <C>           <C>              <C>           <C>
GNMA Certificate
Bear Stearns                  $ 82,060        $37,260     $2,533,985    $2,628,912    $ 46,862         $(5,131)      $51,993
   Malone          
   Mortgage                     74,903         (2,909)     2,254,187     2,268,623      46,540            (181)       46,721
                   
Goldman Sachs                  133,930        (61,438)     3,902,663     3,966,233      79,169             (86)       79,255
                   
REMIC Certificates
Bear Stearns       )           156,818       (357,697)     4,925,484     5,098,406      83,766           5,863        77,903
                   
Bear Stearns                         0              0              0             0           0               0             0
                   
Meridan Capital
   Markets                      58,680        (59,655)       849,667     1,013,800      13,012          (1,604)       14,616
                       
Meridan Capital
   Markets                       8,808         (9,827)       128,102       151,388       1,850            (513)        2,363
                   
Meridan Capital
   Markets                      25,314        (23,380)       408,871       470,090       7,434            (429)        7,863
                   
Meridan Capital
   Markets                       9,192         (8,564)       126,171       158,324       2,798               0        02,798
                   
FHA Insured Loan Project
Donaldson,
   Lufkin &
   Jenrette                    115,046         77,280      3,543,176     3,571,742      74,082          (4,570)       78,652
                              --------      ---------    -----------   -----------    --------         -------      --------
Total                         $664,751      $(408,930)   $18,672,306   $19,327,518    $355,513         $(6,651)     $362,164
                              ========      =========    ===========   ===========    ========         =======      ========
</TABLE>

                                       12

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)


NOTE 3  -     Investment in REMIC and GNMA Certificates and FHA Insured Project
              Loan (continued)


(1)           On October 15, 1993 the Company allocated $5,000,000 of the
              principal face value as an Acquired Mortgage based on the
              expectation that a majority of the investment would be held for at
              least two years. Based on such allocation, compensation was paid
              to the Advisor. The Advisor has undertaken to reimburse the
              Company for any compensation paid to it which is attributable to
              the portion of any REMIC Certificate which is sold to support the
              Company's distribution policy (the "Advisor's Reimbursement
              Undertaking"). On November 4, 1993 and February 1, 1994, the
              Company sold $200,000 and $200,000 respectively, of the REMIC
              Certificate and the Advisor has reimbursed the Company for the
              fees previously paid and the trading loss incurred with respect to
              the portions of the REMIC Certificate which were sold. Also on
              March 30, 1995, the Company sold $4,500,000 of the temporary
              portion at the discounted price of 90.9375% or $4,092,188. The
              realized loss on this sale was $447,472.

              The REMIC Certificate represents a beneficial ownership interest
              in Fannie Mae REMIC Trust 1992-17. The assets of the trust
              consist primarily of interests in a separate trust which holds
              Fannie Mae Guaranteed Pass-Through Certificates (the "MBS
              Certificates"), each of which represents a beneficial interest
              in a pool of first lien, fixed-rate residential mortgage loans
              (the "Mortgage Loans").

              The Company is entitled to monthly interest payments on the
              outstanding principal amount of the REMIC Certificate. As of
              March 31, 1996 the yield on the REMIC Certificate was 6.397%.

              The amount and timing of principal received on the REMIC
              Certificate will depend on the rate of payment (including
              prepayments) on the principal of the Mortgage Loans underlying
              the MBS Certificates which vary as interest rates fluctuate in
              the marketplace. Therefore, the amount of principal received
              each month may increase or decrease. Although the specific
              levels of interest and principal on the REMIC Certificate are
              not guaranteed by Fannie Mae, the MBS Certificates underlying
              the REMIC Certificate are guaranteed by Fannie Mae.

(2)           Represents an FHLMC Mortgage Participation Certificate. On May 4,
              1994 the Company allocated $2,419,300 of the principal face value
              as an Acquired Mortgage based on the expectation that a majority
              of the investment would be held for at least two years. Based upon
              such allocation, compensation was paid to the Advisor. On May 5,
              1994 the Company sold $1,000,000 of the permanent portion of the
              Mortgage Participation Certificate and on October 11, 1994 the
              Company sold the remaining balance of the temporary and permanent
              portions of the Mortgage Participation Certificate which totaled
              $3,838,600. Pursuant to the Advisor's Reimbursement Undertaking,
              the Advisor has reimbursed the Company for the fees previously
              paid and the trading loss incurred with respect to the permanent
              investment portion of the certificate which was sold. A loss of
              $297,836 was recorded on these sales in 1994.

(3)           Purchased as a permanent investment using a portion of the
              proceeds from the sale of FHLMC REMIC Certificate #G-024C. See (2)
              above.

                                       13

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE 3  -     Investment in REMIC and GNMA Certificates and FHA Insured Project
              Loan (continued)

              The amortized cost, unrealized gain (loss) and fair value for
the investment in REMIC and GNMA Certificates and FHA Insured Project Loan at
March 31, 1996 and December 31, 1995 are as follows:

<TABLE>
<CAPTION>

                                   Unrealized                                     Unrealized
                    Amortized         Gain           Fair          Amortized         Gain           Fair
                     Cost at       (Loss) at       Value at          Cost         (Loss) at       Value at
                    March 31,       March 31,      March 31,        December       December       December
Security              1996            1996           1996           31, 1995       31, 1995       31, 1995
- --------           -----------     ----------    ------------     -------------   ----------     -----------
<S>                <C>             <C>           <C>              <C>             <C>            <C>        
FHA Insured
  Project Loan     $ 3,465,896     $  77,280     $ 3,543,176      $ 3,471,806     $  99,936      $ 3,571,742
Fannie Mae
  REMICs             5,421,110      (367,524)      5,053,586        5,450,047      (200,253)       5,249,794
Federal
  Home Loan
  REMICs             1,476,308       (91,599)      1,384,709        1,729,483       (87,269)       1,642,214
Ginnie Mae
  Certificates       8,717,922       (27,087)      8,690,835        8,735,245       128,523        8,863,768
                   -----------     ----------    -----------      -----------     ---------      -----------

                   $19,081,236     $(408,930)    $18,672,306      $19,386,581     $ (59,063)     $19,327,518
                   ===========     ==========    ===========      ===========     =========      =========== 
</TABLE>

              The change in the unrealized loss for the three months ended
March 31, 1996 and the year ended December 31, 1995 were as follows:

              Unrealized loss at December 31, 1994           $(2,631,197)
              Sale of securities during the year
                ended December 31, 1995 included in
                unrealized loss at December 31, 1994             887,415
              Unrealized gain on securities purchased
                during the year ended
                December 31, 1995                                 99,936
              Unrealized gain on securities held
                at December 31, 1995 and
                December 31, 1994                              1,584,783
                                                              ----------

              Unrealized loss at December 31, 1995               (59,063)
              Sale of securities during the three months
                ended March 31, 1996 included in
                unrealized gain at December 31, 1995              13,923
              Unrealized loss on securities held
                at March 31, 1996                               (363,790)
                                                             -----------

              Unrealized loss at March 31, 1996              $  (408,930)
                                                             ===========

              For the three months ended March 31, 1996, gains of $1,082 on
principal repayments of REMICs, GNMAs and FHA Insured Project Loan were
realized.

                                       14

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE 4  -     Related Party Transactions

              The Company has entered into an agreement with Related AMI
Associates, Inc. to act as the advisor to the Company. In accordance with the
Agreement, the Advisor will receive compensation consisting primarily of (i)
compensation in connection with the organization and start-up of the Company
and the Company's investment in the Mortgage Investments; (ii) asset
management fees calculated on a percentage of total assets invested by the
Company which totaled approximately $88,000 and $79,000 for the three months
ended March 31, 1996 and 1995, respectively, such amounts are included in due
to affiliates; (iii) a subordinated incentive fee based on the economic gain
on the sale of Mortgage Investments; (iv) an amount, payable in shares of the
Company which, after issuance, will equal 1% of all shares of the Company
issued during the offering period or pursuant to the Company's Reinvestment
Plan as compensation for services rendered. During the Offering the Advisor
received 38,481 shares, however as a result of the shares being redeemed the
Advisor was required to return 172 shares. (As of March 31, 1996 shares held
by the Advisor totaled 38,309 at a total value of $565,058 ($14.75 per
share)); (v) acquisition expense allowance and acquisition fees calculated on
a percentage of the Gross Proceeds applicable to the origination of Originated
Mortgages and related Additional Loans and the acquisition of Acquired
Mortgages and Additional Loan; (acquisition fees and acquisition expense
allowance approximated $2,545,000 and $669,000 at March 31, 1996 and
$2,545,000 and $664,000 at December 31, 1995); and (vi) certain other fees. In
addition to the costs, fees and expenses discussed above, the Company will
reimburse affiliates of the Advisor for certain administrative and other cost
incurred on behalf of the Company. The costs and expenses incurred for the
three months ended March 31, 1996 and 1995 were approximately 50,000 and
$67,000, respectively.

              The Company paid the Advisor a non-accountable allowance
("Expense Allowance") equal to 2.5% of the Gross Proceeds of the Offering. The
Advisor has agreed to be responsible for all expenses of the Offering, except
for the payment of the Expense Allowance, and certain selling commissions (not
to exceed 6.0% of gross proceeds) and due diligence expense allowance (not to
exceed 0.5% of gross proceeds) on certain sales of shares.

              The Company paid commissions of up to 6% of the aggregate
purchase price of shares sold, subject to quantity discounts, as well as a
non-accountable due diligence expense reimbursement in an amount up to .5% of
Gross Proceeds to certain broker-dealers selected by the Dealer Manager and
approved by the Advisor. The Dealer Manager received commissions of 6% of the
aggregate purchase price of shares sold through the Reinvestment Plan during
the Offering. Through March 31, 1996, the Company has paid $4,943,069 of
commissions and due diligence to broker-dealers (including $98,655 to the
Dealer Manager).

              In order to minimize the possible adverse effects of the
Company's investment and distribution policy of attempting to maintain stable
distributions to shareholders during the offering and acquisition stages, the
Company has made the following undertakings: (a) the Advisor has agreed not to
retain acquisition fees or loan disposition fees with respect to any portion
of REMICs or CMOs which are sold pursuant to the distribution policy; such
fees totaled $96,112 as of March 31, 1996 and December 31, 1995; (b) the
Advisor has agreed to contribute to the Company funds equal to the amount by
which all trading losses exceed the gains resulting from the sale of REMICs
and CMOs investments to supplement the distribution policy; such funds totaled
$97,221 as of March 31, 1996 and December 31, 1995; and (c) the Company has
agreed to limit the total amount which can be returned to investors from the
early sale of investments to support the distributions policy to less than 3%
of the Gross Proceeds.

                                      -15-

<PAGE>
                        AMERICAN MORTGAGE INVESTORS TRUST
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)

NOTE  5 - Subsequent Events

          On May 15, 1996, a distribution of $1,355,976 and $17,272 will be paid
to the Investors and the Advisor, respectively, representing the 1996 first
quarter distribution. The distribution will be funded from cash collections of
debt service payments and interest income through approximately the distribution
date, May 15, 1996.

          Pursuant to the Redemption Plan, it is anticipated that in May 1996,
the Company will redeem 18,842 shares for an aggregate price of $357,998 ($19
per unit).

                                      -16-


<PAGE>
Item 2    Management's Discussion and Analysis of Financial Condition and 
          Results of Operations.

Liquidity and Capital Resources

          The Company issued 10,000 shares of beneficial interest at $20 per
share in exchange for $200,000 cash from Related AMI Associates, Inc., the
Advisor to the Company. As of November 30, 1994, the Company had received
$76,192,021 (before volume discounts of $40,575) in Gross Proceeds from the sale
of 3,738,613 shares pursuant to the Offering and 70,988 shares through the
Reinvestment Plan resulting in Net Proceeds available for investment of
approximately $69,334,743 after volume discounts, payments of sales commissions
and organization and offering expenses. Pursuant to the Redemption Plan which
became effective November 30, 1994, the Company is required to redeem eligible
shares presented for redemption for cash to the extent it has sufficient net
proceeds from the sale of shares under the Reinvestment Plan. After the
effective date, 95,575 shares were sold through the Reinvestment Plan, the
proceeds of which are restricted for use in connection with the Redemption Plan
and are not included in gross proceeds. Pursuant to the Redemption Plan as of
March 31, 1996, the Company redeemed 112,599 shares for an aggregate price of
$2,135,812. Since 16,931 shares were redeemed from proceeds from the
reinvestment plan before the termination of the Offering the proceeds available
for future investment have been reduced by $319,987. During the Offering, the
Advisor had received 38,481 shares, pursuant to the terms of the Offering and
Reinvestment Plan in addition to the 10,000 shares purchased by the Advisor. As
a result of the shares being redeemed the Advisor was required to return 172
shares as of March 31, 1996.

          During the three months ended March 31, 1996, cash and cash
equivalents decreased approximately $571,000 primarily due to distributions to
shareholders ($1,404,000) an increase to investments in loans ($471,000), net of
principal repayments of loans, GNMAs, REMICs and FHA Insured Project Loan
($356,000) and cash provided by operating activities ($948,000). Included in the
adjustments to reconcile the net income to cash flow from operations is net
amortization in the amount of $115,000.

          The Company has utilized the Net proceeds of the Offering primarily to
make or invest in Originated Mortgages and Acquired Mortgages. The Company has
also invested in uninsured Additional Loans made directly to the developers or
sponsors of Developments provided that not more than an aggregate of 7% of the
Net Proceeds raised in the Offering were invested in Additional Loans. As of
March 31, 1996, of the total Net Proceeds available for investment, 84.9% had
been invested in Originated Mortgages (including 6.32% in Additional Loans) and
15.1% in Acquired Mortgages. As of March 31, 1996, all of Net Proceeds available
for investment had been invested in permanent Mortgage Investments.

          As of March 31, 1996, the Company had funded five Originated Mortgages
(excluding GNMAs-see below) in an aggregate amount of $34,131,514 and five
non-interest bearing Additional Loans in the aggregate amount of $4,362,409 in
connection with the permanent financing provided on four Developments.

          In 1993, the Company made investments in two REMIC Certificates in the
aggregate amount of $14,838,600, of which an aggregate of $9,738,600 were sold
during 1993, 1994 and 1995. In 1994, the Company acquired (i) three Ginnie Mae
Guaranteed FHA Insured Project Loan Backed Certificates in the aggregate amount
of $8,790,154 and (ii) three FHLMC REMIC Certificates and one Fannie Mae
Mortgage Guaranteed REMIC Certificate in the aggregate amount of $2,991,844. In
1995, the company acquired a FHA Insured Project Loan in the aggregate amount of
$3,490,401. Unrealized losses on REMIC and GNMA investments included in
shareholders' equity pursuant to Statement of Financial Accounting Standards No.
115 aggregated $408,930 at March 31, 1996. This represents an increase of
$349,867 from December 31, 1995 of which $13,923 is attributable to the sale of
securities and $335,944 resulting from a decrease in market prices for the
investments held at March 31, 1996. As of May 7, 1996, the unrealized loss was
approximately $667,000.

          The yield on the REMIC and GNMA Certificates will depend, in part,
upon the rate and timing of principal prepayments on the underlying mortgages in
the asset pool. Generally, as market interest rates decrease, mortgage
prepayment rates increase and the market value of interest rate sensitive
obligations like the REMIC and GNMA Certificates increases. As market interest
rates increase, mortgage prepayment rates tend to decrease and the market value
of interest rate sensitive obligations like the REMICs and GNMAs tends to
decrease. The effect of 

                                      -17-

<PAGE>

prepayments on yield is greater the earlier a prepayment of principal is
received. Due to the complexity of the REMIC structure and the uncertainty of
future economic and other factors that affect interest rates and mortgage
prepayments, it is not possible to predict the effect of future events upon the
yield to maturity or the market value of the REMIC and GNMA Certificates upon
any sale or other disposition or whether the Company, if it chose to, would be
able to reinvest proceeds from prepayments at favorable rates relative to the
coupon rate.

          The Company intends to continue to invest the Net Proceeds (including
the portion of reinvested dividends not used for the Redemption Plan) in
Mortgage Investments. Until the Company invests in permanent Mortgage
Investments, the Net Proceeds will be invested in temporary investments. The
Company does not intend to retain a significant amount of the Net Proceeds as
reserves. The Company expects that cash generated from the Company's investments
will be sufficient to pay all of the Company's expenses in the foreseeable
future.

          Initially, liquidity was based upon the proceeds raised from the
Offering. Subsequent to the offering period, which terminated as of November 30,
1994, the Company's liquidity is based primarily on interest received from
permanent Mortgage Investments and interest on unadvanced amounts from
Originated Mortgages. In order to qualify as a REIT under the Internal Revenue
Code, as amended, the Company must distribute at least 95% of its taxable
income.

          For a description of the Company's investments in Originated
Mortgages, REMIC and GNMA Certificates and FHA Insured Project Loan see Notes 2
and 3 of Notes to Financial Statements.

Results of Operations

          Results of operations for the three months ended March 31, 1996 and
1995, primarily consists of interest income from Originated Mortgages, REMIC
Certificates, FHA Insured Project Loan and temporary investments less
administrative and amortization expenses. The total of the annual operating
expenses of the Company may not exceed the greater of (i) 2% of the Average
Invested Assets of the Company or (ii) 25% of the Company's Net Income, unless
such excess is approved by the Independent Trustees. On an annualized basis
there was no excess for the three months ended March 31, 1996 and 1995.

          Effective January 1, 1995, the Company has adopted SFAS No. 114,
"Accounting by Creditors for Impairment of a Loan." SFAS No. 114 requires
lenders to measure impaired loans based on: (i) the present value of expected
future cash flows discounted at the loans's effective interest rate; (ii) the
loan's observable market price; or (iii) the fair value of the collateral if the
loan is collateral-dependent. An allowance for loan losses is maintained if the
measure of an impaired loan is less than its recorded investment. Adjustments to
the allowance are made through corresponding charges or credits to the provision
for loan losses.

          SFAS No. 114 made certain changes to existing accounting principles
applicable to in-substance foreclosures and restructured loans. SFAS No. 114
substantially narrows the definition of an in-substance foreclosure to
situations in which the lender has physical possession of the collateral. The
impaired loan measurement provisions of SFAS No. 114 apply to restructured loans
involving a modification of terms, which may result in losses not recognized
under existing accounting principles.

          SFAS No. 114 was recently amended by SFAS No. 118 which allows for
existing income recognition practices to continue. The implementation of SFAS
Nos. 114 and 118 does not have a material impact on the financial statements.

          Results of operations for the three months ended March 31, 1996 and
1995 consist primarily of interest income of $607,752 and 519,877 earned on
Originated Mortgages (excluding GNMAs), respectively, $362,164 and $461,981
earned from investments in REMIC and GNMA Certificates and FHA Insured Project
Loan, respectively, and $68,086 and $118,779 earned from temporary investments,
respectively.

          The increase in interest income from Originated Mortgages (excluding
GNMAs) of approximately 

                                      -18-
<PAGE>

$88,000 for the three months ended March 31, 1996 compared to the three months
ended March 31, 1995 is due to the addition of the Stony Brook Originated
Mortgage in December 1995 and additional advances on the Columbiana Originated
Mortgage since March 31, 1995.

          The decrease in interest income from REMIC and GNMA Certificates and
FHA Insured Project Loan of approximately $100,000 for the three months ended
March 31, 1996 compared to the three months ended March 31, 1995 is primarily
due to the sale of a portion of one of the REMICs in March 1995.

          The decrease in interest income from temporary investments of
approximately $51,000 for the three months ended March 31, 1996 compared to the
three months ended March 31, 1995 is primarily due to a decrease in uninvested
proceeds earning interest in 1996.

          The decrease in the realized loss on sale of REMICs and GNMAs and FHA
Insured Project Loan of approximately $446,000 for the three months ended March
31, 1996 as compared to the three months ended March 31, 1995 is primarily due
to the sale of a portion of a REMIC in March 1995. The realized loss on this
sale was $447,472.

Distribution Policy

          The Company has adopted a policy of attempting to maintain stable
distributions to shareholders during the offering and acquisition stages of the
Company. In order to accomplish this result, it has disposed of, and may be
required to continue to dispose of a portion of the CMOs and REMICs during this
period. The effect of this policy has been the following: (a) a portion of the
distributions have constituted, and will continue to constitute, a return of
capital; (b) earlier investors' returns from an investment in the Company will
be greater than later investors' returns; and (c) there will be a decrease in
funds remaining to be invested in Mortgage Investments.

          In order to minimize the possible adverse effects of the investment
and distribution policy described above, the Company has made the following
undertakings: (a) the Advisor has agreed not to retain acquisition fees or loan
disposition fees with respect to any portion of REMICs or CMOs which are sold
pursuant to the distribution policy; such fees totaled $96,112 as of March 31,
1996 and December 31, 1995; (b) the Advisor has agreed to contribute to the
Company funds equal to the amount by which all trading losses exceed the gains
resulting from the sale of REMIC and CMO investments to supplement the
distribution policy; such funds totaled $97,221 as of March 31, 1996 and
December 31, 1995; and (c) the Company has agreed to limit the total amount
which can be returned to investors from the early sale of investments to support
the distributions policy to less than 3% of the Gross Proceeds. During the three
months ended March 31, 1996, no investments were sold in order to support the
distribution policy.

          Of the total distributions of $1,403,765 and $1,400,818 made for the
three months ended March 31, 1996 and 1995, $538,953 ($.14 per share or 38%) and
$928,186 ($.24 per share or 66%) represents a return of capital determined in
accordance with generally accepted accounting principles. As of March 31, 1996,
the aggregate amount of the distributions made since the commencement of the
Offering representing a return of capital, in accordance with generally accepted
accounting principles, totaled $5,240,316 ($1.33 per share or 43%). The portion
of the distributions which constitute a return of capital may be significant
during the acquisition stage in order to maintain level distributions to
shareholders. However, as described above, the aggregate amount of the
disposition proceeds used for distributions cannot in the aggregate exceed 3% of
the Gross Proceeds. As of March 31, 1996, the aggregate amount of disposition
proceeds used to support distributions equaled 2.44% of the Gross Proceeds
resulting in approximately $428,000 being available to support future
distributions if necessary.

          Management expects that cash flow from operations combined with the
balance of the disposition proceeds above will be sufficient to fund the
Company's operating expenses and continue to make distributions at the current
level in the future.

                                      -19-
<PAGE>
                           PART II. OTHER INFORMATION


Item 1.       Legal Proceedings -- None

Item 2.       Changes in Securities -- None

Item 3.       Defaults Upon Senior Securities -- None

Item 4.       Submission of Matters to a Vote of Security Holders -- None

Item 5.       Other Information -- None

Item 6.       Exhibits and Reports on Form 8-K

              (a)     Exhibits

              3,4     Amended and Restated Declaration of Trust, dated as of
                      March 29, 1993, as amended as of July 1, 1993 as
                      previously filed as an Exhibit to Post-Effective
                      Amendment No. 1 dated November 9, 1993.

                      Amendment No. 2 to Amended and Restated Declaration of
                      Trust, dated as of April 5, 1994 as previously filed as an
                      Exhibit to Annual Report on Form 10-K for the year ended
                      December 31, 1993.

              10(a)   Escrow Agreement, dated as of April 16, 1993 and amended
                      as of August 25, 1993 as previously filed as an Exhibit
                      to Post-Effective Amendment No. 1 dated November 9,
                      1993.

              10(b)   Advisory Services Agreement, dated as of March 29, 1993,
                      as amended as of October 26, 1993 as previously filed as
                      an Exhibit to Post-Effective Amendment No. 1 dated
                      November 9, 1993.

                      Amendment to Advisory Services Agreement, dated as of
                      December 31, 1993 as previously filed as an Exhibit to
                      Annual Report on Form 10-K for the year ended December
                      31, 1993. Third Amendment to Advisory Services
                      Agreement, dated as of March 29, 1994 as previously
                      filed as an Exhibit to Annual Report on Form 10-K for
                      the year ended December 31, 1993.

              10(c)   TRI Capital Corporation Mortgage Note in the principal
                      amount of $9,350,000 dated December 16, 1993 as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated December 16, 1993.

              10(d)   Equity Loan Note in the principal amount of $1,156,000
                      dated December 16, 1993 as previously filed as an
                      Exhibit to Current Report on Form 8-K dated December 16,
                      1993.

              10(e)   Bridge Loan Note in the principal amount of $115,790,
                      dated December 16, 1993 as previously filed as an
                      Exhibit to Current Report on Form 8-K dated December 16,
                      1993.

              10(f)   Subordinated Promissory Note by Oxford Apartments, L.C.,
                      dated December 16, 1993 as previously filed as an
                      Exhibit to Current Report on Form 8-K dated December 16,
                      1993.

              10(g)   Limited Operating Guaranty between Al L. Bradley, Jr., Tim
                      L. Myers, Allied Realty Services, Ltd. and American
                      Mortgage Investors Trust, dated December 16, 1993 as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated December 16, 1993.

                                      -20-

<PAGE>

Item 6.       Exhibits and Reports on Form 8-K (continued)

              (a)     Exhibits (continued)


              10(h)   TRI Capital Corporation Mortgage Note in the principal
                      amount of $6,800,000, dated December 16, 1993 as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated December 16, 1993.

              10(i)   Equity Loan Note in the principal amount of $840,500,
                      dated December 16, 1993 as previously filed as an
                      Exhibit to Current Report on Form 8-K dated December 16,
                      1993.

              10(j)   Bridge Loan Note in the principal amount of $84,210,
                      dated December 16, 1993 as previously filed as an
                      Exhibit to Current Report of Form 8-K dated December 1,
                      1993.

              10(k)   Subordinated Promissory Note by Cove Apartments, L.C.,
                      dated December 16, 1993 as previously filed as an
                      Exhibit to Current Report on Form 8-K dated December 16,
                      1993.

              10(l)   Limited Operating Guaranty between Al L. Bradley, Jr., Tim
                      L. Myers, Allied Realty Services, Ltd. and American
                      Mortgage Investors Trust, dated December 16, 1993 as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated December 16, 1993.

              10(m)   Cambridge Realty Capital LTD Mortgage Note in the
                      principal amount of $9,348,000, dated April 5, 1994 as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated April 21, 1994.

              10(n)   Equity Loan Note in the principal amount of $1,039,000,
                      dated April 5, 1994 as previously filed as an Exhibit to
                      Current Report on Form 8-K dated April 21, 1994.

              10(o)   Subordinated Promissory Note by Town and Country IV
                      Apartments, L.C., dated April 5, 1994 as previously
                      filed as an Exhibit to Current Report on Form 8-K dated
                      April 21, 1994.

              10(p)   Limited Operating Guaranty between Leonard E. Wineburgh,
                      Arnold H. Dwinn and the Company, dated April 5, 1994 as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated April 21, 1994.

              10(q)   American Capital Resource, Inc. Mortgage Note in the
                      principal amount of $8,683,000 dated April 5, 1994 as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated April 28, 1994.

              10(r)   Equity Loan Note in the principal amount of $563,000
                      dated April 5, 1994 as previously filed as an Exhibit to
                      Current Report on Form 8-K dated April 28, 1994.

              10(s)   Subordinated Promissory Note by Columbiana Lakes
                      Apartments, L.C., dated April 5, 1994 as previously
                      filed as an Exhibit to Current Report on Form 8-K dated
                      April 28, 1994.

              10(t)   Limited Operating Guaranty between Anderson G. Wise,
                      Ronald P. Curry and the Company, dated April 5, 1994 as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated April 28, 1994.

              10(u)   Rockport Mortgage Corporation Mortgage Note is the
                      principal amount of $8,500,000 dated December 15, 1995,
                      as previously filed as an Exhibit to Current Report on
                      Form 8-K dated December 15, 1995.

                                      -21-
<PAGE>

Item 6.       Exhibits and Reports on Form 8-K (continued)

              (a)     Exhibits (continued)

              10(v)   Equity Loan Note in the principal amount of $1,039,000
                      dated December 15, 1995, as previously filed as an
                      Exhibit to Current report on Form 8-K dated December 15,
                      1995.

              10(w)   Subordinated Promissory Note by SCI-ROEV East Haven Land
                      Limited Partnership, dated December 15, 1995, as
                      previously filed as an Exhibit to Current Report on Form
                      8-K dated December 15, 1995.

              10(x)   Limited Operating Guaranty between SCI Real Estate
                      Development, Ltd., and Euro General East haven, Inc.,
                      and the Company dated December 15, 1995, as previously
                      filed as an Exhibit to Current Report in Form 8-K dated
                      December 15, 1995.

              27      Financial Data Schedule (filed herewith).

              (b)     No reports on Form 8-K were filed during the quarterly
                      period ended March 31, 1996.
    
                                  -22-

<PAGE>
                                   SIGNATURES



              Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.



                        AMERICAN MORTGAGE INVESTORS TRUST


Date: May 14, 1996                     By: /s/ Alan Hirmes
                                       -------------------
                                       Alan Hirmes
                                       Senior Vice President and
                                       Chief Financial Officer


Date: May 14, 1996                     By: /s/ Lawrence J. Lipton
                                       --------------------------
                                       Lawrence J. Lipton
                                       Treasurer and
                                       Chief Accounting Officer

                                      -23

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
The Schedule contains summary financial information extracted from the
financial statements for American Mortgage Investors Trust and is qualified in
its entirety by reference to such financial statements
</LEGEND>
<CIK>                         0000878774
<NAME>                        American Mortgage Investors Trust
<MULTIPLIER>                                   1
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                             DEC-31-1996
<PERIOD-START>                                JAN-01-1996
<PERIOD-END>                                  MAR-31-1996
<CASH>                                          5,671,973
<SECURITIES>                                   18,672,306
<RECEIVABLES>                                  40,292,843
<ALLOWANCES>                                            0
<INVENTORY>                                             0
<CURRENT-ASSETS>                                        0
<PP&E>                                                  0
<DEPRECIATION>                                          0
<TOTAL-ASSETS>                                 64,637,122
<CURRENT-LIABILITIES>                           1,061,272
<BONDS>                                                 0
                                   0
                                             0
<COMMON>                                                0
<OTHER-SE>                                     63,575,850
<TOTAL-LIABILITY-AND-EQUITY>                   64,637,122
<SALES>                                                 0
<TOTAL-REVENUES>                                1,038,002
<CGS>                                                   0
<TOTAL-COSTS>                                           0
<OTHER-EXPENSES>                                  173,190
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                      0
<INCOME-PRETAX>                                   864,812
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                      864,812
<EPS-PRIMARY>                                         .22
<EPS-DILUTED>                                           0
                                                      


</TABLE>


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