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 September 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 15 2 ANGELES MORTGAGE INVESTMENT TRUST INDEX Page No. -------- Part I. Financial Information Item I. Balance Sheets - September 30, 1996 and December 31, 1995 3 Statements of Operations - for the three and nine months ended September 30, 1996 and 1995 4 Statement of Stockholders Equity - for the nine months ended September 30, 1996 5 Statements of Cash Flows - for the nine months ended September 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 10 Part II. Other Information Item 1. Legal Proceedings 14 Item 6. Exhibits and Reports on Form 8-K 14 2 3 ITEM 1. FINANCIAL STATEMENTS ANGELES MORTGAGE INVESTMENT TRUST BALANCE SHEETS SEPTEMBER 30 DECEMBER 31 1996 1995 ------------- ----------- ASSETS Notes Receivable Mortgage notes receivable (primarily from affiliates) $ 21,297,000 $ 25,782,000 Promissory notes receivable (primarily from affiliates) 20,333,000 19,515,000 ------------ ------------ 41,630,000 45,297,000 Less: Allowances for estimated losses (14,589,000) (13,598,000) ------------ ------------ 27,041,000 31,699,000 Real estate held for sale 5,980,000 3,400,000 Cash 3,190,000 1,229,000 Accrued interest receivable 431,000 460,000 Prepaid expenses and other assets, net 236,000 544,000 ------------ ------------ Total assets $ 36,878,000 $ 37,332,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Accounts payable and accrued expenses $ 151,000 $ 193,000 ------------ ------------ Total liabilities 151,000 193,000 ------------ ------------ 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 (16,103,000) (17,421,000) ------------ ------------ Total shareholders' equity 36,727,000 37,139,000 ------------ ------------ Total liabilities and shareholders' equity $ 36,878,000 $ 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 NINE MONTHS ENDED SEPTEMBER 30 SEPTEMBER 30 --------------------------- --------------------------- 1996 1995 1996 1995 ---------- --------- ---------- ---------- REVENUE: Interest income $ 738,000 $ 631,000 $2,077,000 $ 1,883,000 Rental income 140,000 4,000 216,000 14,000 Gain from sale of real property - - 184,000 - Recovery of bad debt from Angeles Corporation settlement - - - 12,844,000 Recovery of other bad debts - 596,000 186,000 713,000 ---------- ---------- ---------- ----------- Total revenue 878,000 1,231,000 2,663,000 15,454,000 ---------- ---------- ---------- ----------- COSTS AND EXPENSES: Property operations 74,000 5,000 137,000 8,000 Interest expense to bank - 52,000 - 205,000 Legal fees 44,000 159,000 (382,000) 662,000 General and administrative 179,000 145,000 570,000 648,000 Amortization 19,000 6,000 32,000 29,000 ---------- ---------- ---------- ----------- Total costs and expenses 316,000 367,000 357,000 1,552,000 ---------- ---------- ---------- ----------- NET INCOME BEFORE EXTRAORDINARY ITEM 562,000 864,000 2,306,000 13,902,000 EXTRAORDINARY ITEM: Debt forgiveness - - - 1,844,000 ---------- ---------- ---------- ----------- NET INCOME $ 562,000 $ 864,000 $2,306,000 $15,746,000 ========== ========== ========== =========== NET INCOME BEFORE EXTRAORDINARY ITEM PER CLASS A SHARE $0.21 $0.30 $0.84 $4.56 EXTRAORDINARY ITEM PER CLASS A SHARE $0.00 $0.00 $0.00 $0.61 ---------- ---------- ---------- ----------- NET INCOME PER CLASS A SHARE $0.21 $0.30 $0.84 $5.17 ========== ========== ========== =========== CASH DISTRIBUTIONS PER CLASS A SHARE $0.14 $0.00 $0.36 $0.00 ========== ========== ========== =========== WEIGHTED AVERAGE CLASS A SHARES OUTSTANDING 2,617,000 2,826,700 2,733,500 3,015,809 ========== ========== ========== =========== 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 - - - (988,000) (988,000) Net income - - - 2,306,000 2,306,000 ---------- ------- ----------- ------------ ----------- Balance at September 30, 1996 $2,617,000 $14,000 $50,199,000 $(16,103,000) $36,727,000 ========== ======= =========== ============ =========== The accompanying notes are an integral part of the financial statements 5 6 ANGELES MORTGAGE INVESTMENT TRUST STATEMENT OF CASH FLOW NINE MONTHS ENDED SEPTEMBER 30 ------------------------------------ 1996 1995 ----------- ------------- Cash flows from operating activities: Net income $ 2,306,000 $ 15,746,000 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) (13,557,000) Extraordinary gain - (1,844,000) Amortization of loan fees 32,000 29,000 Decrease (increase) in interest receivable 1,000 (126,000) Decrease (increase) in prepaid expenses and other assets 135,000 (210,000) Decrease in accounts payable and accrued expenses (42,000) (26,000) Decrease in unearned loan fee income (9,000) (47,000) ----------- ------------- Cash flows from operating activities 2,053,000 (35,000) ----------- ------------- Cash flows from investing activities: Issuance of investment in notes receivable (4,000) - Principal collections of notes receivable 1,894,000 8,583,000 Purchase of property through deed-in-lieu - (355,000) Proceeds from sale of real property 736,000 - Investment in securities (979,000) - Principal collections of investment securities 979,000 - ----------- ------------- Cash flows from investing activities 2,626,000 8,228,000 ----------- ------------- Cash flows from financing activities: Draw on bank line of credit 430,000 343,000 Repayment of bank line of credit (430,000) (1,846,000) 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 (988,000) - ----------- ------------- Class flows used in financing activities (2,718,000) (8,435,000) ----------- ------------- Increase (decrease) in cash and cash equivalents 1,961,000 (242,000) Cash and cash equivalents At beginning of period 1,229,000 1,104,000 ----------- ------------- At end of period $ 3,190,000 $ 862,000 =========== ============= Schedule of noncash financing and investing activities: Carrying value of real estate in satisfaction of notes receivable with carrying values of $3,068,000 in 1996 and $1,500,000 in 1995 $ 3,210,000 $ 912,000 Recast past due interest into principal on notes receivable 2,454,000 - Note receivable from 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 nine month periods ended September 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 included in 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 2,617,000 and 2,826,700 weighted average Class A Shares outstanding during the three months ended September 30, 1996 and 1995, respectively and 2,733,500 and 3,015,809 weighted average Class A Shares outstanding during the nine months ended September 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 of $5 million was renewed on September 1, 1996 and expires April 30, 1997. The line of credit requires monthly interest only payments based upon prime plus .75% and a commitment fee of $18,750 paid quarterly. During the quarter ended September 30, 1996 the Trust did not draw down on the line of credit. 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 nine months ended September 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 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. In August 1996, the Trust foreclosed on a 443 unit mobile home park located in Belton, Missouri, referred to by the Trust as Springdale Lake Estates MHP ("Springdale"), for which it held a second trust deed mortgage in the amount of $1,720,000 and had capitalized foreclosure costs of approximately $2,000. Upon taking title to Springdale, the Trust assumed a first mortgage on the property in the amount of approximately $2,800,000. The Trust did not recognize any loss from the foreclosure as a reserve of $531,000 had been previously provided. Subsequent to the September 30, 1996 quarter end, the Trust sold Springdale for $4,000,000 and received net cash proceeds of approximately $1,112,000. 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, 8 9 controlled by the trustees of the Trust, on approximately 200,000 additional Class A shares until such shares are sold in the open market. 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. NOTE 10 - During the quarter ended September 30, 1996, three Trust loans prepaid the total outstanding principal balances of $1,456,000. The three loans are referred to by the Trust as 4595-97 Van Epps, 4851 Van Epps and Panorama Terrace. In addition, subsequent to September 30, 1996 the Trust received principal repayment on the loan referred to by the Trust as Oxford/Spanish Gardens, in the amount of $1,298,000. As of November 12, 1996 the Trust has signed and proposed commitments to fund approximately $5 million of new loans. NOTE 11 - In November 1996 the Trust's Board of Trustees adopted a Shareholder Rights Plan pursuant to which the Trust will distribute a dividend of one Class A Share purchase right (a "Right") on each outstanding share of the Trust's Class A Shares. The Rights will be exercisable if a person or group acquires 20% or more of the Trust's Class A Shares or announces or commences a tender offer for 20% or more of the such shares. When a person or group acquires such 20%, each exercisable Right will entitle its holder (other than such person or group) to purchase, at the Right's then-current exercise price, a number of the Trust's Class A Shares having a market value of twice such price. In addition, if the Trust is acquired in a merger or other business combination transaction after a person has acquired 20% or more of the Trust's outstanding Class A Shares, each right will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice such price. The Rights are redeemable and may be amended at the Trust's option before they become exercisable. Until a Right is exercised, the holder of a Right, as such, has no rights as a shareholder of the Trust. The Rights expire on December 31, 2003. 9 10 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. 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. In addition, during the third quarter ended September 30, 1996 the Trust declared a fourth quarter dividend of $0.16 per Class A share to shareholders of record on October 23, 1996 and payable on November 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 was renewed on September 1, 1996 and requires monthly interest only payments based upon prime plus 0.75%, an $18,750 commitment fee and matures April 30, 1997. 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'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. 10 11 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. In August 1996, the Trust foreclosed on a 443 unit mobile home park located in Belton, Missouri, referred to by the Trust as Springdale Lake Estates MHP ("Springdale"), for which it held a second trust deed mortgage in the amount of $1,720,000 and had capitalized foreclosure costs of approximately $2,000. Upon taking title to Springdale, the Trust assumed a first mortgage on the property in the amount of approximately $2,800,000. The Trust did not recognize any loss from the foreclosure as a reserve of $531,000 had been previously provided. Subsequent to the September 30, 1996 quarter end, the Trust sold Springdale for $4,000,000 and received net cash proceeds of approximately $1,112,000. During the quarter ended September 30, 1996, three Trust loans prepaid the total outstanding principal balances of $1,456,000. The three loans are referred to by the Trust as 4595-97 Van Epps, 4851 Van Epps and Panorama Terrace. In addition, subsequent to September 30, 1996 the Trust received principal repayment on the loan referred to by the Trust as Oxford/Spanish Gardens, in the amount of $1,298,000. As of November 12, 1996 the Trust has signed and proposed commitments to fund approximately $5 million of new loans. 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 September 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. 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 11 12 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 nine months ended September 30, 1996 total revenue decreased significantly as compared to total revenue for the nine months ended September 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 nine months ended September 30, 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 nine months ended September 30, 1996 increased by approximately, 17% and 10%, 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 nine months ended September 30, 1996 when compared to the same periods in 1995. This increase relates to the Trust owning six properties during the nine month period ending September 30, 1996, one of which was sold at the end of February 1996, while owning only three property during the nine months ending September 30, 1995. The Trust recognized additional income for the nine months ended September 30, 1996 relating to recovery of bad debt. During the nine months ended September 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 nine months ended September 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 $2,048,000 and $2,553,000 for the three and nine months ended September 30, 1995, respectively. General and administrative expenses for the three months ended September 30, 1996 increased 23% when compared to the previous same period, the increase is primarily due to alternative minimum tax and state taxes paid during the quarter ended September 30, 1996. Legal expenses have significantly decreased during the quarter ended September 30, 1996 when compared to the same period last year, which is due to the successful settlement in June 1996 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 12 13 the nine month period ended September 30, 1996 when compared to the same nine month period ended September 30, 1995, due to increased proxy expenses incurred in 1995 as a result of a proxy fight relating to the 1995 annual shareholders meeting. 13 14 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. 14 15 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: November 14, 1996 15