1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 quarter ended June 30, 1996
----------------------------------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [Fee Required]
For the transition period from to
---------------------- ------------------
Commission file Number 33-47228
---------------------------------------------------
ANGELES MORTGAGE INVESTMENT TRUST
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-6890805
------------------------------ ---------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
340 North Westlake Boulevard, Suite 230, Westlake Village, California 91362
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 449-1333
---------------------------
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
Total Pages 13
2
ANGELES MORTGAGE INVESTMENT TRUST
INDEX
Page No.
--------
Part I. Financial Information
Item I. Balance Sheets - June 30, 1996 and December 31, 1995 3
Statements of Operations - For the three and six months ended June 30,
1996 and 1995 4
Statement of Stockholders' Equity 5
Statements of Cash Flows - for the six months ended June 30,
1996 and 1995 6
Notes to the Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Part II. Other Information
Item 1. Legal Proceedings 12
Item 6. Exhibits and Reports on Form 8-K 12
2
3
ITEM 1. FINANCIAL STATEMENTS
ANGELES MORTGAGE INVESTMENT TRUST
BALANCE SHEETS
JUNE 30 DECEMBER 31
1996 1995
------------ -------------
ASSETS
Notes Receivable
Mortgage notes receivable
(primarily due from affiliates) $ 24,489,000 $ 25,782,000
Promissory notes receivable
(primarily due from affiliates) 20,340,000 19,515,000
------------ ------------
44,829,000 45,297,000
Real estate held for sale 4,919,000 3,400,000
------------ ------------
49,748,000 48,697,000
Less: Allowances for estimated losses (15,121,000) (13,598,000)
------------ ------------
34,627,000 35,099,000
Cash 1,575,000 1,229,000
Accrued interest receivable 333,000 460,000
Prepaid expenses and other assets, net 132,000 544,000
------------ ------------
Total assets $ 36,667,000 $ 37,332,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 136,000 $ 193,000
------------- ------------
Total liabilities 136,000 193,000
------------ ------------
Shareholders' equity:
Class A Shares (2,617,000 and 2,826,700 issued and outstanding,
in 1996 and 1995, respectively, $1.00 par value, unlimited
shares authorized) 2,617,000 2,827,000
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 51,719,000
Accumulated distributions in excess of cumulative net
income (16,299,000) (17,421,000)
------------ ------------
Total shareholders' equity 36,531,000 37,139,000
------------ ------------
Total liabilities and shareholders' equity $ 36,667,000 $ 37,332,000
============ ============
The accompanying notes are an integral part of the financial statements.
3
4
ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
---------------------------- -------------------------------
1996 1995 1996 1995
---------- ---------- ----------- ------------
REVENUE:
Interest income $ 621,000 $480,000 $1,339,000 $ 1,252,000
Rental income 10,000 5,000 76,000 10,000
Gain from sale of real property - - 184,000 -
Recovery of bad debt from Angeles
Corporation settlement - - - 12,844,000
Recovery of other bad debts - 117,000 186,000 117,000
---------- -------- ---------- -----------
Total revenue 631,000 602,000 1,785,000 14,223,000
---------- -------- ---------- -----------
COSTS AND EXPENSES:
Property operating expenses 54,000 3,000 63,000 3,000
Interest expense to bank - 62,000 - 153,000
Legal fees (617,000) 105,000 (426,000) 503,000
General and administrative 154,000 196,000 391,000 503,000
Amortization of loan fees 7,000 8,000 13,000 23,000
---------- -------- ---------- -----------
Total costs and expenses (402,000) 374,000 41,000 1,185,000
---------- -------- ---------- -----------
NET INCOME BEFORE EXTRAORDINARY ITEM 1,033,000 228,000 1,744,000 13,038,000
EXTRAORDINARY ITEM:
Debt forgiveness - - - 1,844,000
---------- -------- ---------- -----------
NET INCOME $1,033,000 $228,000 $1,744,000 $14,882,000
========== ======== ========== ===========
NET INCOME BEFORE EXTRAORDINARY
ITEM PER CLASS A SHARE $0.37 $0.08 $0.62 $4.15
EXTRAORDINARY ITEM PER CLASS A SHARE $0.00 $0.00 $0.00 $0.59
---------- -------- ---------- -----------
NET INCOME PER CLASS A SHARE $0.37 $0.08 $0.62 $4.74
========== ======== ========== ===========
CASH DISTRIBUTIONS PER CLASS A SHARE $0.12 $0.00 $0.22 $0.00
========== ======== ========== ===========
WEIGHTED AVERAGE CLASS A SHARES
OUTSTANDING 2,756,800 2,826,700 2,791,750 3,110,363
========== ========= ========== ===========
The accompanying notes are an integral part of the financial statements.
4
5
ANGELES MORTGAGE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
ACCUMULATED
DISTRIBUTIONS IN
ADDITIONAL EXCESS OF
CLASS A CLASS B PAID-IN CUMULATIVE NET
SHARES SHARES CAPITAL INCOME TOTAL
---------- ------- ------------ ------------ ------------
Balance at December 31,1995 $2,827,000 $14,000 $51,719,000 ($17,421,000) $37,139,000
Purchase of Class A Shares ($210,000) -- (1,520,000) -- (1,730,000)
Distributions paid to Class A
Shareholders -- -- -- (622,000) (622,000)
Net income -- -- -- 1,744,000 1,744,000
---------- ------- ----------- ------------ -----------
Balance at June 30, 1996 $2,617,000 $14,000 $50,199,000 ($16,299,000) $36,531,000
========== ======= =========== ============ ===========
The accompanying notes are an integral part of the financial statements
5
6
ANGELES MORTGAGE INVESTMENT TRUST
STATEMENTS OF CASH FLOW
SIX MONTHS ENDED
JUNE 30
------------------------------------
1996 1995
------------ -------------
Cash flows from operating activities:
Net income $ 1,744,000 $14,882,000
Adjustments to reconcile net income to cash
flows from operating activities:
Gain from sale of real estate (184,000) -
Recovery of bad debt (186,000) (12,844,000)
Extraordinary gain - (1,844,000)
Amortization of loan fees 13,000 23,000
Decrease (increase) in interest receivable 99,000 (71,000)
Decrease (increase) in prepaid expenses and other assets 259,000 (326,000)
Increase (decrease) in accounts payable and
accrued expenses (57,000) 14,000
Decrease in unearned loan fee income (18,000) (39,000)
----------- ----------
Cash flows from operating activities 1,670,000 (205,000)
----------- ----------
Cash flows from investing activities:
Issuance of investment in notes receivable (4,000) -
Principal collections of notes receivable 425,000 8,108,000
Proceeds from sale of real property 607,000 -
Investment in securities (979,000) -
Principal collections of investment securities 979,000 -
----------- ----------
Cash flows from investing activities 1,028,000 8,108,000
----------- ----------
Cash flows from financing activities:
Draw on bank line of credit 430,000 -
Repayment of bank line of credit (430,000) (1,523,000)
Repayment of cash advances from affiliated
partnerships - (6,682,000)
Purchase of Class B share option - (250,000)
Purchase of Class A Shares (1,730,000) -
Distributions to Class A Shareholders (622,000) -
----------- ----------
Cash flows used in financing activities (2,352,000) (8,455,000)
----------- ----------
Increase (decrease) in cash and cash equivalents 346,000 (552,000)
Cash and cash equivalents
At beginning of period 1,229,000 1,104,000
----------- ----------
At end of period $ 1,575,000 $ 552,000
=========== ==========
Schedule of noncash financing and investing activities:
- -------------------------------------------------------
Carrying value of real estate in satisfaction of notes
receivable with carrying values of $1,877,000 $ 2,019,000 -
Recast past due interest into principal on notes receivable 2,454,000 -
Note receivable received via lawsuit settlement 75,000 -
The accompanying notes are an integral part of the financial statements.
6
7
PART I. FINANCIAL INFORMATION
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 principals 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 principals for complete financial statements.
Operating results for the three and six month periods ended June 30, 1996
are not indicative of the results that may be expected for the year ending
December 31, 1996.
For further information, refer to the financial statements and notes
thereto including the Trust's annual report on Form 10-K for the year ended
December 31, 1995.
NOTE 2 - The net income per Class A Share was based on 2,756,800 and 2,826,700
weighted average Class A Shares outstanding during the three months ended June
30, 1996 and 1995, respectively and 2,791,750 and 3,110,363 weighted average
Class A Shares outstanding during the six months ended June 30, 1996 and 1995,
respectively, after deduction of the 1% interest for Class B Shares.
NOTE 3 - In December 1995 the Trust paid off the outstanding balance on the
line of credit and during the quarter ending June 30, 1996 drew down and repaid
approximately $430,000 on such line of credit. The Trust's line of credit
expires July 31, 1996 and requires monthly interest only payments based upon
prime plus 1% and a 0.5% commitment fee paid quarterly based upon the $5
million line of available credit. The Trust anticipates that the Bank will
renew the line of credit in July 1996, although there can be no assurances that
this will occur.
NOTE 4 - In February 1996 the Trust, pending a longer term investment, acquired
a security investment in Federal Home Loan Mortgage Corporation in the amount
of $979,000 with a coupon rate of 8.5% which matured on June 1, 1996.
NOTE 5 - In August 1995 the Trust obtained title to the 4705 Van Epps property
through a deed-in-lieu of foreclosure, recorded the property at $500,000 and
recognized approximately $151,000 as recovery of bad debt in 1995. The
property was sold in February 1996, for $752,000 and the Trust received net
cash proceeds of approximately $677,000 realizing a $184,000 gain on the sale.
7
8
NOTE 6 - During the six months ended June 30, 1996 recovery of bad debts
represents proceeds received from the loan referred to by the Trust as
"Northprior," for which an allowance for estimated loss had been established.
The Trust may receive additional proceeds from the Northprior loan from excess
amounts, if any, held in an escrow account to remediate environmental problems
at the property.
NOTE 7 - During the quarter ended March 31, 1996 the Trust modified a second
mortgage referred to as Brittany Point. In connection with the modification,
the Trust extended the maturity date to December 31, 2000, required monthly
cash flow payments and capitalized approximately $283,000 of past due interest
into principal of which approximately $28,000 had been previously accrued as
interest receivable.
In addition, during the quarter ended June 30, 1996 the Trust modified
three promissory notes referred to as Fox Crest, Carriage Hills and Vista
Hills. In connection with the modifications, the Trust extended the maturity
dates to March 1, 2003, September 1, 2000 and September 1, 2002, respectively,
and capitalized approximately $1,794,000, $204,000 and $230,000, respectively,
of past due interest into principal. The modified notes require payments only
out of cash flows provided by the properties.
The Trust did not recognize any interest income in connection with these
loan modifications.
NOTE 8 - In April 1996, the Trust foreclosed on a 200 acre parcel of land
located in Ellenton, Florida, referred to by the Trust as "Colony Cove", for
which it held a first trust deed mortgage in the amount of $1,572,000 and had
capitalized foreclosure costs of approximately $142,000. The Trust did not
recognize any income or loss from the foreclosure.
In addition, in June 1996, the Trust obtained through foreclosure a 57%
joint venture interest in a 160 acre parcel of land in Ocala, Florida. This
property was collateral for a Trust loan in the amount of $1,050,000, referred
to as "Rolling Greens." The Trust did not recognize any loss on the
foreclosure as a reserve of $745,000 had been previously provided.
NOTE 9 - In June 1996 the Trust settled pending litigation in State and Federal
courts with all defendants, except for one defendant as to which the Trust
voluntarily dismissed the cases, relating to the Trust's complaint for damages
arising from the use of non-public information to acquire the Trust's Class A
shares and alleged violations of Federal securities laws. The settlement
consisted of cash of $689,000 and a $75,000 four year, 8% collateralized
promissory note, with semi-annual interest payments. This $764,000 portion of
the settlement was recognized by the Trust as income by offsetting legal
expenses incurred by the Trust relating to the lawsuit. In addition, the Trust
acquired 209,700 Class A shares for $1,730,000, or $8.25 per Class A share and
obtained a standstill agreement and a voting proxy, controlled by the trustees
of the Trust, on approximately 200,000 additional Class A shares. In
conjunction with the purchase of the Class A shares the Trust borrowed
approximately $430,000 on its Bank line of credit, which was subsequently
repaid four days later.
8
9
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 Financial Group, Inc. ("Insignia").
In February 1993, the Trust's policy of distributing monthly the Net
Cash from operations to its Class A Shareholders was suspended as a result of
the failure of the Insignia partnerships and entities affiliated with Angeles
to fully service their respective Trust Loan obligations and Angeles' inability
to fulfill its guarantee of a minimum annual distribution of $2.00 per Class A
Share through May 1994. The Trust announced on December 20, 1995 that it had
reduced its bank and other debt to zero and scheduled its first dividend
payment in three years to Class A Shareholders of record on January 22, 1996
which was paid on February 13, 1996, in the amount of $0.10 per Class A Share.
A second quarter dividend of $0.12 per Class A Share was paid on May 15, 1996,
to shareholders of record on April 23, 1996. In addition, during the second
quarter ended June 30, 1996 the Trust declared a third quarter dividend of
$0.14 per Class A share to shareholders of record on July 23, 1996 and payable
on August 15, 1996.
As of July 25, 1995, the Trust obtained a new $5 million line of credit
with the Bank, to be used primarily to facilitate the foreclosure process on
Trust loans. The line of credit requires monthly interest only payments based
upon prime plus 1%, a 0.5% commitment fee based on the $5 million line of credit
paid quarterly and matures July 31, 1996. During the month of June 1996, the
Trust drew down and repaid the line of credit in the amount of $430,000 and paid
interest to the Bank of less than $500. The Trust anticipates that the Bank
will renew the line of credit when it matures at the end of July 1996, although
there can be no assurance that this will occur.
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 August 1995 the Trust obtained title through a deed-in-lieu of
foreclosure as a result of recourse provisions in a defaulted loan, on 4705 Van
Epps, an industrial warehouse located in Cleveland, Ohio. In February 1996,
the Trust sold this property for $752,000, resulting in net cash proceeds of
approximately $677,000.
In February 1996, pending re-investment of capital, the Trust invested
$979,000 in Federal Home Loan Mortgage Corporation notes, having a coupon rate
of 8.5% and a maturity date of June 1, 1996.
9
10
During 1994 the Trust began the foreclosure process on the Colony Cove
note receivable on which the Trust holds a first trust deed mortgage. The
Trust foreclosed on 200 acres of raw land, located in Ellenton, Florida, in
April 1996 and does not expect to incur a loss on its original investment. In
addition, the Trust received through foreclosure a 57% joint venture interest
in a 160 acre parcel of land in Ocala, Florida. This property was collateral
for the Trust loan referred to as "Rolling Greens" in the amount of $1,050,000.
The Trust had previously established a $745,000 reserve on the Rolling Greens
loan and does not expect to incur any further losses on this investment.
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 June 30, 1996 was approximately $15 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 loan portfolio, composition of the loan portfolio, the value of collateral
and current economic conditions.
In June 1996 the Trust settled pending litigation in State and Federal
courts with all defendants, except for one defendant as to which the Trust
voluntarily dismissed the cases, relating to the Trust's complaint for damages
arising from the use of non-public information to acquire the Trust's Class A
shares and alleged violations of Federal securities law. The settlement
includes the net payment of $764,000 to the Trust from the settling defendants,
consisting of $689,000 in cash and a $75,000, four year, 8% collateralized
promissory note. The Trust recognized such proceeds as income in the second
quarter ended June 30, 1996 by offsetting legal expenses attributed to the
lawsuits. In addition, the Trust acquired 209,700 Class A shares at an
effective price of $8.25 per share from one of the defendants and obtained a
standstill agreement and a voting proxy, controlled by the trustees of the
Trust, on approximately 200,000 additional Class A shares. In conjunction with
acquiring these shares the Trust drew down on its line of credit for four days,
as described in the paragraph above.
From time to time the Trust has held, and will continue to hold
discussions with other REITs and other real estate related companies to
consider expanding the Trust's portfolio through a transaction involving the
issuance of Trust shares or entering into joint ventures or partnerships which
would ultimately result in the issuance of Trust shares.
The Board of Trustee of the Trust has authorized the Trust to
repurchase in open market transactions, up to 10% of its Class A shares.
RESULTS OF OPERATIONS
During the six months ended June 30, 1996 total revenue decreased
significantly as compared to total revenue for the six months ended June 30,
1995 which is due to the Angeles Corporation bankruptcy settlement of
$12,844,000 which was effective March 31, 1995. Simultaneous to the Angeles
settlement, the Trust settled its claims with the various partnerships
associated with Insignia, which resulted in a extraordinary income of $1,844,000
resulting from the Trust being able to negotiate the settlement of these claims
at a discount. Total income for the six months ended June 30,
10
11
1996 represents a significant decrease from the same period ended 1995 due to
the two 1995 settlement transactions referred to above.
Interest income for the three and six months ended June 30, 1996
increased by 29% and 7%, respectively, when compared to the same periods ending
in 1995. The increase in 1996 is primarily due to loans which the Trust had
modified and are now paying debt service either at the stated interest rate or
on a cash flow basis. Interest income in the first quarter of 1995 included a
one time lump sum payment of $200,000 in interest relating to the Trust's
settlement with Angeles Corporation. Rental income and property operating
expenses increased significantly for the three and six months ended June 30,
1996 when compared to the same periods in 1995. This increase relates to the
Trust owning five properties during the six month period ending June 30, 1996,
one of which was sold at the end of February 1996, while owning only one
property during the six months ending June 30, 1996.
The Trust recognized additional income for the six months ended June
30, 1996 relating to recovery of bad debt. During the six months ended June
30, 1996, the Trust received a partial principal repayment of $186,000 on a
loan for which an allowance for estimated loss has been previously provided.
Interest expense to the Bank decreased as the Trust had no borrowings
on the bank line of credit for the three and six months ended June 30, 1996,
except for $430,000 for a four day period in June 1996, while the Trust had an
average month end borrowings on the bank line of credit of $2,109,000 and
$2,804,000 for the three and six months ended June 30, 1995, respectively.
The significant decrease in general and administrative expenses for
the three months ended June 30, 1996 when compared to the previous same period,
is due to the settlement of the State and Federal claims the Trust brought
against others relating to the use of non-public information by a group of
investors. In conjunction with this settlement, the Trust received cash and a
note in the amount of $764,000 which was offset against legal expenses in June
1996. General and administrative expenses have also decreased significantly
for the six month period ended June 30, 1996 when compared to the same six
month period ended June 30, 1995, due to legal fees related to the insider
trading lawsuit in 1995 and proxy expenses incurred as a result of a proxy
fight relating to the 1995 annual shareholders meeting.
11
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
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.
12
13
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: July 26, 1996
13