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1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
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Commission file number 1-11060
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AMERICAN INSURED MORTGAGE INVESTORS
- -----------------------------------------------------------------
(Exact name of registrant as specified in charter)
California 13-3180848
- ------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
- ----------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
(301) 816-2300
- -----------------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ----------------------------------- ---------------------------
Depositary Units of Limited American Stock Exchange
Partnership Interest
Securities registered pursuant to Section 12(g) of the Act:
None
- -----------------------------------------------------------------
(Title of class)
Indicated 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 [ ]
2
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[X]
As of March 22, 1996, 10,000,000 depositary units of limited partnership
interest were outstanding and the aggregate market value of such units held by
non-affiliates of the Registrant on such date was $31,836,607.
3
AMERICAN INSURED MORTGAGE INVESTORS
1995 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
------
Page
----
Item 1. Business . . . . . . . . . . . . . . . . . . 4
Item 2. Properties . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . 5
Item 4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . 5
PART II
-------
Item 5. Market for Registrant's Securities and
Related Security Holder Matters . . . . . . 6
Item 6. Selected Financial Data . . . . . . . . . . . 7
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . 8
Item 8. Financial Statements and Supplementary Data . 12
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . 12
PART III
--------
Item 10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . . 12
Item 11. Executive Compensation . . . . . . . . . . . 13
Item 12. Security Ownership of Certain Beneficial
Owners and Management . . . . . . . . . . . 13
Item 13. Certain Relationships and Related
Transactions . . . . . . . . . . . . . . . 14
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K . . . . . . . . . . . . 15
Signatures . . . . . . . . . . . . . . . . . . . . . . 18
4
PART I
ITEM 1. BUSINESS
Development and Description of Business
- ---------------------------------------
Information concerning the business of American Insured Mortgage Investors
(the Partnership) is contained in Part II, Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations and in Notes 1, 4, 5
and 6 of the notes to the financial statements of the Partnership (filed in
response to Item 8 hereof), which is incorporated herein by reference. Also see
Schedule IV-Mortgage Loans on Real Estate for the table of the Insured Mortgages
(as defined below) invested in by the Partnership as of December 31, 1995.
Employees
- ---------
The Partnership has no employees. The business of the Partnership is
managed by CRIIMI, Inc. (the General Partner), while its portfolio of mortgages
is managed by AIM Acquisition Partners, L.P. (the Advisor) pursuant to an
advisory agreement (the Advisory Agreement). CRIIMI, Inc. is a wholly-owned
subsidiary of CRIIMI MAE Inc. (CRIIMI MAE).
The general partner of the Advisor is AIM Acquisition Corporation (AIM
Acquisition) and the limited partners include, but are not limited to, AIM
Acquisition, The Goldman Sachs Group, L.P., Broad, Inc. and CRIIMI MAE.
Pursuant to the terms of certain amendments to the Partnership Agreement, the
General Partner is required to obtain the consent of the Advisor prior to taking
certain significant actions which affect the management and policies of the
Partnership.
Effective September 6, 1991 and through June 30, 1995, a sub-advisory
agreement (the Sub-advisory Agreement) existed whereby CRI/AIM Management, Inc.,
an affiliate of CRI, Inc., managed the Partnership's portfolio. In connection
with a merger transaction in which CRIIMI MAE became a self-administered real
estate investment trust (REIT), on June 30, 1995, an affiliate of CRIIMI MAE
acquired the Sub-advisory Agreement. As a result of this transaction, effective
June 30, 1995, CRIIMI MAE Services Limited Partnership manages the Partnership's
portfolio. These transactions had no effect on the Partnership's financial
statements.
Competition
- -----------
In disposing of mortgage investments, the Partnership competes with private
investors, mortgage banking companies, mortgage brokers, state and local
government agencies, lending institutions, trust funds, pension funds, and other
entities, some with similar objectives to those of the Partnership and some of
which are or may be affiliates of the Partnership, its General Partner, the
Advisor or their respective affiliates. Some of these entities may have
substantially greater capital resources and experience in disposing of Federal
Housing Administration (FHA) insured mortgages than the Partnership.
Pursuant to the Sub-advisory Agreement, the Advisor retained a sub-advisor
to perform the services required of the Advisor under the Advisory Agreement.
As discussed above, prior to June 30, 1995, CRI/AIM Management, Inc. acted as
the sub-advisor. Effective June 30, 1995, CRIIMI MAE Services Limited
Partnership was engaged to act as the sub-advisor to the Partnership. From
September 6, 1991 through June 30, 1995, CRI/AIM Management, Inc. also performed
advisory services for American Insured Mortgage Investors - Series 85, L.P. (AIM
85), American Insured Mortgage Investors L.P. - Series 86 (AIM 86), and American
Insured Mortgage Investors L.P. - Series 88 (AIM 88), as well as the Partnership
(collectively, the AIM Partnerships). Subsequent to June 30, 1995, CRIIMI MAE
Services Limited Partnership performs advisory services for the AIM
Partnerships. CRI also served as a general partner of the adviser to CRIIMI MAE
and CRI Liquidating REIT, Inc., which have investment objectives similar to
5
those of the AIM Partnerships. However, effective Juen 30, 1995 CRIIMI MAE
became a self-administered REIT and, as a result, the adviser no longer advises
CRIIMI MAE.
CRIIMI MAE and its affiliates also may serve as general partners, sponsors
or managers of real estate limited partnerships, REITS or other entities in the
future. The Partnership may attempt to dispose of mortgage investments at or
about the same time that one or more of the other AIM Partnerships and/or other
entities sponsored or managed by CRIIMI MAE, including CRI Liquidating REIT
Inc., is attempting to dispose of mortgages. As a result of market conditions
that could limit dispositions, CRIIMI MAE Services Limited Partnership and its
affiliates could be faced with conflicts of interest in determining which
mortgages would be disposed of. Both CRIIMI MAE Services Limited Partnership
and CRIIMI, Inc., however, are subject to their fiduciary duties in evaluating
the appropriate action to be taken when faced with such conflicts.
ITEM 2. PROPERTIES
Although the Partnership does not own the underlying real estate, the
mortgages underlying the Partnership's mortgage investments are non-recourse
first liens on the respective multifamily residential developments.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings to which the Partnership is a
party.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the security holders to be voted on during the
fourth quarter of 1995.
6
PART II
ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS
Principal Market and Market Price for Units and Distributions
- -------------------------------------------------------------
From November 5, 1985 through July 6, 1989, the Units were included in the
NASDAQ National Market System. From July 7, 1989 through April 7, 1992, the
Units were traded in the over-the-counter market and quoted on the NASDAQ
quotation system under the symbol "AIMAZ."
Since April 8, 1992, the Units have traded on the American Stock Exchange
(AMEX) with a trading symbol of "AIA".
The high and low bid prices for the Units as reported on AMEX and the
distributions, as applicable, for each quarterly period in 1995 and 1994 were as
follows:
Amount of
1995 Distribution
Quarter Ended High Low Per Unit
- ------------------- ------- ------- ------------
March 31, $3 5/8 $3 1/4 $ 0.08
June 30, 3 3/4 2 11/16 0.08
September 30, 3 9/16 3 1/4 0.08
December 31, 3 5/8 3 3/16 0.08
---------
$ 0.32
=========
Amount of
1994 Distribution
Quarter Ended High Low Per Unit
- ------------------- ------- ------- -----------
March 31, $4 7/8 $3 3/4 $ 0.89(1)
June 30, 3 13/16 3 3/8 0.08
September 30, 3 11/16 3 7/16 0.08
December 31, 3 11/16 3 1/4 0.08
--------
$ 1.13
========
(1) This includes a special distribution of $0.81 per Unit comprised of: (i)
$0.80 per Unit return of capital and capital gain from the disposition of
the mortgage on Hidden Oaks Apartments and (ii) $.01 per Unit of previously
accrued but undistributed interest received from the mortgage on Creekside
Village.
There are no material legal restrictions upon the Partnership's present or
future ability to make distributions in accordance with the provisions of the
Partnership Agreement.
The Partnership's Dividend Reinvestment Plan was amended effective April
10, 1992 to exclude the amount of any special distributions from reinvestment
under the Plan. The regular distributions will continue to be automatically
reinvested in additional Units as in the past.
Approximate Number
of Unitholders as of
Title of Class December 31, 1995
- --------------------------- ----------------------
Depositary Units of Limited
Partnership Interest 9,000
7
PART II
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in thousands, except per Unit amounts)
For the years ended December 31,
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
Income $ 3,626 $ 3,736 $ 4,487 $ 4,747 $ 5,761
Net gains (losses) from
mortgage dispositions -- 196 762 (21) 260
Net earnings 3,041 3,280 4,528 3,867 4,626
Composition of distributions
per Limited Partnership
Unit(1)(2):
Earnings $ 0.30 $ 0.32 $ 0.440 $ 0.38 $ 0.450
Return of capital 0.02 0.81 0.205 1.44 0.099
-------- -------- -------- -------- --------
Total $ 0.32 $ 1.13 $ .645 $ 1.82 $ 0.549
======== ======== ======== ======== ========
As of December 31,
------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
Total assets $ 39,415 $ 38,161 $ 47,630 $ 46,971 $ 62,029
Partners' equity 38,493 37,241 43,749 45,864 60,741
(1) Calculated based upon the weighted average number of Limited Partnership Units outstanding.
(2) Includes distributions due the Unitholders for the Partnership's fiscal quarters ended December 31, 1995, 1994, 1993, 1992 and
1991 which were paid subsequent to each year end. See Notes 4 and 8 of the Notes to Financial Statements contained in Item 8.
"Financial Statements and Supplementary Data."
The selected statements of operations data presented above for the years
ended December 31, 1995, 1994 and 1993 and the balance sheet data as of December
31, 1995 and 1994, are derived from and are qualified by reference to the
Partnership's financial statements which have been included elsewhere in this
Form 10-K. The statements of operations data for the years ended December 31,
1992 and 1991 and the balance sheet data as of December 31, 1993, 1992 and 1991
are derived from audited financial statements not included in this Form 10-K.
This data should be read in conjunction with the financial statements and the
notes thereto.
8
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- -------
American Insured Mortgage Investors (the Partnership) was formed under the
Uniform Limited Partnership Act in the state of California on July 12, 1983.
During the period from March 1, 1984 (the initial closing date of the
Partnership's public offering) through December 31, 1984, the Partnership,
pursuant to its public offering of 10,000,000 depositary units of limited
partnership interest (Units), raised a total of $200,000,000 in gross proceeds.
In addition, the initial limited partner contributed $2,500 to the capital of
the Partnership and received 125 limited partnership interests in exchange
therefor.
At a special meeting of the limited partners and Unitholders of the
Partnership held on August 16, 1991, a majority of these interests approved,
among other items, the assignment of the general partner interests and the
shares of the company which acted as the assignor limited partner in the
Partnership, as described below, and the adoption of provisions which prohibit a
"Reorganization Transaction" (including transactions commonly known as "roll-
ups") for a period of five years unless approved by a super-majority.
Effective September 6, 1991, CRIIMI, Inc. (the General Partner) succeeded
the former general partners to become the sole general partner of the
Partnership. CRIIMI, Inc. purchased the interests of the former managing
general partner and the former corporate general partner pursuant to the terms
of the Partnership Agreement. The interest of the former associate general
partner was purchased by the Partnership on September 6, 1991, pursuant to the
terms of the Partnership Agreement. CRIIMI, Inc. is a wholly owned subsidiary
of CRIIMI MAE Inc. (CRIIMI MAE), formerly CRI Insured Mortgage Association, Inc.
AIM Acquisition Partners L.P. (the Advisor) serves as the advisor to the
Partnership. The general partner of the Advisor is AIM Acquisition Corporation
(AIM Acquisition) and the limited partners include, but are not limited to, AIM
Acquisitions, The Goldman Sachs Group, L.P., Broad, Inc. and CRIIMI MAE.
Effective September 6, 1991 and through June 30, 1995, a sub-advisory
agreement(the Sub-advisory Agreement) existed whereby CRI/AIM Management, Inc.,
an affiliate of CRI, managed the Partnership's portfolio. In connection with
the transaction in which CRIIMI MAE became a self-managed and self-administered
REIT, an affiliate of CRIIMI MAE acquired the Sub-advisory Agreement. As a
result of this transaction, effective June 30, 1995, CRIIMI MAE Services Limited
Partnership, an affiliate of CRIIMI MAE, manages the Partnership's portfolio.
These transactions had no effect on the Partnership's financial statements.
Prior to the expiration of the Partnership's reinvestment period in
November 1988, the Partnership was engaged in the business of originating
mortgage loans (Originated Insured Mortgages) and acquiring mortgage loans
(Acquired Insured Mortgages and, together with Originated Insured Mortgages,
referred to herein as Insured Mortgages). In accordance with the terms of the
Partnership Agreement, the Partnership is no longer authorized to originate or
acquire Insured Mortgages and, consequently, its primary objective is to manage
its portfolio of mortgage investments, all of which are insured under Section
221(d)(4) or Section 231 of the National Housing Act. The Partnership Agreement
states that the Partnership will terminate on December 31, 2008, unless
previously terminated under the provisions of the Partnership Agreement.
The Partnership's investment in Insured Mortgages consists of participation
certificates evidencing a 100% undivided beneficial interest in government
insured multifamily mortgages issued or sold pursuant to Federal Housing
Administration (FHA) programs (FHA-Insured Certificates) and FHA-insured
9
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
mortgage loans (FHA-Insured Loans). The mortgages underlying the FHA-Insured
Certificates and FHA-Insured Loans are non-recourse first liens on multifamily
residential developments.
Investment in FHA-Insured Loans
- --------------------------------
As of December 31, 1995 and 1994, the Partnership's investment in FHA-
Insured Loans consisted of four Acquired Insured Mortgages and two Originated
Insured Mortgages. As of December 31, 1995 and 1994, these investments had an
aggregate amortized cost of $23,589,611 and $23,708,274, respectively, an
aggregate face value of $26,573,553 and $26,776,001, respectively, and an
aggregate fair value of $27,625,663 and $26,065,185, respectively. All of the
FHA-Insured Loans were current with respect to payment of principal and interest
as of March 1, 1996.
In addition to base interest payments received from Originated Insured
Mortgages, the Partnership is entitled to additional interest based on a
percentage of the net cash flow from the underlying development and of the net
proceeds from the refinancing, sale or other disposition of the underlying
development (referred to as Participations). During the years ended December
31, 1995 and 1994, the Partnership received $39,465 and $13,010, respectively,
from the Participations. During the year ended December 31, 1993, the
Partnership did not receive any monies from the Participations. These amounts,
if any, are included in mortgage investment income on the accompanying
statements of operations.
Investment in FHA-Insured Certificates
- --------------------------------------
As of December 31, 1995 and 1994, the Partnership's investment in FHA-
Insured Certificates consisted of nine Acquired Insured Mortgages with an
aggregate amortized cost of $11,418,898 and $11,506,273, respectively, an
aggregate face value of $14,023,399 and $14,190,281, respectively, and an
aggregate fair value of $14,774,772 and $13,355,026, respectively. All of the
FHA-Insured Certificates were current with respect to payment of principal and
interest as of March 1, 1996.
Mortgage Dispositions
- ---------------------
There were no dispositions for the year ended December 31, 1995. A summary
of dispositions which are included in the statements of operations for the years
ended December 31, 1994 and 1993 are as follows:
10
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
Financial
Statement
Year of Type of Net Carrying Net Gain
Complex Name Disposition Disposition Value Proceeds Recognized
- ------------------ ----------- ----------- ------------ ------------ -----------
Hidden Oaks (a) 1994 Prepayment $ 7,941,507 $ 8,137,327(c) $ 195,820
Clark & Elm Apts.(a) 1993 Sale of a
defaulted
mortgage -- 108,415(d) 108,415
Chapelgate Apts.(b) 1993 Sale of a
defaulted
mortgage 682,731 901,171 218,440
Cumberland Village(b) 1993 Sale of a
defaulted
mortgage 1,520,268 1,955,663 435,395
(a) Disposition of Originated Insured Mortgage.
(b) Disposition of Acquired Insured Mortgage.
(c) Includes a prepayment penalty of approximately $260,000.
(d) Represents additional proceeds resulting from an adjustment to the 1992 sales price.
Results of Operations
- ---------------------
1995 versus 1994
- ----------------
Net earnings decreased for 1995 as compared to 1994 primarily due to the
gain recognized on the disposition of the mortgage on Hidden Oaks Apartments
during 1994. No mortgages were disposed of during 1995. Also contributing to
the decrease in net earnings was the reduction in mortgage investment income as
a result of this disposition.
Interest and other income decreased for 1995 as compared to 1994. During
1994, interest and other income included interest income from the short-term
investment of disposition proceeds received during February 1994 prior to the
distribution to Unitholders in May 1994.
Asset management fees decreased for 1995 as compared to 1994 as a result of
the reduction in the mortgage base.
General and administrative expenses decreased for 1995 as compared to 1994
due to a reduction in investor services expenses and annual and quarterly
reporting expenses resulting from a reduction of the number of Unitholders. In
addition, there was a decrease in non-recurring expenses incurred in 1994, as
discussed below.
11
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
1994 versus 1993
- ----------------
Net earnings decreased in 1994 as compared to 1993 primarily due to a
reduction in net gains from mortgage dispositions and mortgage investment income
as a result of the mortgage dispositions which occurred during 1993 and 1994.
Interest and other income increased in 1994 as compared to 1993 primarily
due to the short-term investment of disposition proceeds received during
February 1994 prior to the distribution to Unitholders in May 1994.
Asset management fees decreased in 1994 as compared to 1993 as a result of
the reduction in the mortgage base.
General and administrative expenses did not significantly change in 1994 as
compared to 1993.
Gains on mortgage dispositions decreased in 1994 as compared to 1993.
During 1993, the Partnership disposed of three mortgage investments, which
resulted in gains of $762,250. During 1994, only one mortgage was disposed of,
resulting in a gain of $195,820.
Liquidity and Capital Resources
- -------------------------------
The Partnership's operating cash receipts, derived from payments of
principal and interest on Insured Mortgages, plus cash receipts from interest on
short-term investments, were sufficient for the year ended December 31, 1995 to
meet operating requirements.
The basis for paying distributions to Unitholders is net proceeds from
mortgage dispositions, if any, and cash flow from operations, which includes
regular interest income and principal from Insured Mortgages. Although Insured
Mortgages yield a fixed monthly mortgage payment once purchased, the cash
distributions paid to the Unitholders will vary during each period due to (1)
the fluctuating yields in the short-term money market where the monthly mortgage
payments received are temporarily invested prior to the payment of quarterly
distributions, (2) the reduction in the asset base due to monthly mortgage
payments received or mortgage dispositions, (3) variations in the cash flow
attributable to the delinquency or default of Insured Mortgages and (4) changes
in the Partnership's operating expenses.
Since the Partnership is obligated to distribute the Proceeds of Mortgage
Prepayments, Sales and Insurance of Insured Mortgages (as defined in the
Partnership Agreement) to its Unitholders, the size of the Partnership's
portfolio will continue to decrease. The magnitude of the decrease will depend
upon the size of the Insured Mortgages which are prepaid, sold or assigned for
insurance proceeds.
Cash Flow - 1995 versus 1994
- ----------------------------
Net cash provided by operating activities decreased for 1995 as compared to
1994 primarily due to a reduction in mortgage investment income and interest and
other income, as discussed above. Also contributing to the decrease was a
reduction in receivables and other assets in 1994 in connection with the receipt
of accrued but unpaid interest related to the mortgage on Creekside Village.
Net cash provided by investing activities decreased for 1995 as compared to
1994 as a result to the receipt in February 1994 of net proceeds of
12
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS - Continued
approximately $8.1 million from the prepayment of the mortgage on Hidden Oaks
Apartments.
Net cash used in financing activities decreased for 1995 as compared to
1994 primarily due to the first and second quarter 1994 special distributions
paid to the Unitholders, resulting from the prepayment of the mortgage on Hidden
Oaks Apartments and from the proceeds received in 1993 from the sale of the
defaulted mortgages on Chapelgate Apartments and Cumberland Village. This
compares to the distribution to Unitholders during 1995 of regular cash flow
from the fourth quarter of 1994 and the first three quarters of 1995.
Cash flow - 1994 versus 1993
- ----------------------------
Net cash provided by operating activities decreased for 1994 as compared to
1993 primarily due to a decrease in mortgage investment income, as previously
discussed. Partially offsetting this decrease was the receipt in 1994 of
accrued interest related to the mortgage on Creekside Village.
Net cash provided by investing activities increased for 1994 as compared to
1993 as a result of the receipt in February 1994 of approximately $8.1 million
from the prepayment of the mortgage on Hidden Oaks Apartments.
Net cash used in financing activities increased for 1994 as compared to
1993 primarily due to the 1994 special distributions paid to Unitholders, as
discussed above. This compares to the distributions paid to Unitholders in 1993
of regular cash flow from the fourth quarter of 1992 and first three quarters of
1993.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is contained on pages 22 through 40.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a), (b), (c) and (e)
The Partnership has no officers or directors. The affairs of the
Partnership are generally managed by the General Partner, which is wholly owned
by CRIIMI MAE, a company whose shares are listed on the New York Stock Exchange.
Prior to June 30, 1995, CRIIMI MAE was managed by an adviser whose general
partner was CRI. However, effective June 30, 1995, CRIIMI MAE became a self-
administered REIT and, as a result, such advisor no longer advises CRIIMI MAE.
At a special meeting of the limited partners and Unitholders of the
Partnership held on August 16, 1991, a majority of these interests approved,
among other items, the assignment of the general partner interests and the
shares of the company which acted as the assignor limited partner in the
Partnership.
Effective September 6, 1991, the General Partner succeeded AIM Capital
Management Corp. (the former managing general partner with a partnership
interest of 2.8%) and IRI Properties Capital Corp. (the former corporate general
partner with a partnership interest of 0.1%) as the sole general partner of the
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT -
Continued
Partnership. In addition, the General Partner acquired the shares of the company
which acted as the assignor limited partner in the Partnership. The interest of
the former associate general partner (0.1%) was purchased by the Partnership on
September 6, 1991, pursuant to the terms of the Partnership Agreement.
Also, on September 6, 1991, the Advisor succeeded Integrated Funding as the
advisor to the Partnership. AIM Acquisition is the general partner of the
Advisor and the limited partners include, but are not limited to, AIM
Acquisition, The Goldman Sachs Group, L.P., Broad, Inc. and CRIIMI MAE. Pursuant
to the terms of certain amendments to the Partnership Agreement, the General
Partner is required to receive the consent of the Advisor prior to taking
certain significant actions which affect the management and policies of the
Partnership. The limited partners and Unitholders of the Partnership approved
the execution of the Sub-advisory Agreement with CRI/AIM Management, Inc., an
affiliate of CRI, pursuant to which CRI/AIM Management, Inc. managed the
Partnership's portfolio and disposed of the Partnership's Insured Mortgages
through June 30, 1995. Effective June 30, 1995, CRIIMI MAE Services Limited
Partnership, an affiliate of CRIIMI MAE, manages the Partnership's portfolio and
disposes of the Partnership's Insured Mortgages.
The General Partner is also the general partner of AIM 85, AIM 86 and AIM
88, limited partnerships with investment objectives similar to those of the
Partnership.
(d) There is no family relationship between any of the officers and
directors of the General Partner.
(f) Involvement in certain legal proceedings.
None.
(g) Promoters and control persons.
Not applicable.
(h) Based solely on its review of Forms 3 and 4 and amendments thereto
furnished to the Partnership, and written representations from certain
reporting persons that no Form 5s were required for those persons, the
Partnership believes that all reporting persons have filed on a timely
basis Forms 3, 4, and 5 as required in the fiscal year ended December
31, 1995.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to
Note 4 of the notes to the financial statements of the Partnership.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of December 31, 1995, no person was known by the Partnership to be the
beneficial owner of more than five percent (5%) of the outstanding Units of the
Partnership.
As of December 31, 1995, neither the officers and directors, as a group, of
the General Partner nor any individual director of the General Partner, are
known to own more than 1% of the outstanding Units of the Partnership.
14
PART III
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with management and others.
Note 4 of the notes to the Partnership's financial statements of this
report contains a discussion of the amounts, fees and other
compensation paid or accrued by the Partnership to the directors and
executive officers of the General Partner and their affiliates, and is
incorporated herein by reference.
(b) Certain business relationships.
Other than as set forth in Item 11 of this report which is
incorporated herein by reference, the Partnership has no business
relationship with entities of which the former general partners or the
current General Partner of the Partnership are officers, directors or
equity owners.
(c) Indebtedness of management.
None.
(d) Transactions with promoters.
Not applicable.
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(a)(1) Financial Statements:
Page
Description Number
- ----------- --------------
Balance Sheets as of December 31, 1995
and 1994 21
Statements of Operations for the years
ended December 31, 1995, 1994 and 1993 22
Statements of Changes in Partners' Equity
for the years ended December 31, 1995,
1994 and 1993 23
Statements of Cash Flows for the years
ended December 31, 1995, 1994 and 1993 24
Notes to Financial Statements 25
(a)(2) Financial Statement Schedules:
IV - Mortgage Loans on Real Estate
All other schedules have been omitted because they are
inapplicable, not required, or the information is included in the
Financial Statements or Notes thereto.
(a)(3) Exhibits:
3. Amended and Restated Certificates of Limited Partnership are
incorporated by reference to Exhibit 4(a) to the Registration
Statement on Form S-11 (No. 33-6747) dated June 25, 1986 (such
Registration Statement, as amended, is referred to herein as the
"Registration Statement").
4. Agreement of Limited Partnership, incorporated by reference to
Exhibit 3 to the Registration Statement.
4.(b) Form of Depository Receipt, incorporated by reference to Exhibit
4(b) to the Registration Statement.
4.(c) Amendment to the Amended and Restated Agreement of Limited
Partnership of the Partnership dated February 12, 1990,
incorporated by reference to Exhibit 4(c) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1989.
10.(b) Origination and Acquisition Services Agreement, dated September
1, 1983, between the Partnership and IFI, incorporated by
reference to Exhibit 10(b) to the registration statement on Form
S-11 (No. 2-85476) dated November 30, 1983 (such registration
statement, as amended, is referred to herein as the "Initial
Registration Statement").
(c) Management Services Agreement, dated November 30, 1983, between
the Partnership and IFI, incorporated by reference to Exhibit
10(c) to the Initial Registration Statement.
16
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K - Continued
(d) Disposition Services Agreement, dated November 30, 1983, between
the Partnership and IFI, incorporated by reference to Exhibit
10(d) to the Initial Registration Statement.
(e) Agreement, dated November 30, 1983, among the former managing
general partner, the former associate general partner and
Integrated, incorporated by reference to Exhibit 10(e) to the
Initial Registration Statement.
(f) Reinvestment Plan, incorporated by reference to the Prospectus
contained in the Registration Statement.
(l) Mortgage Note dated March 26, 1986 between Mastic Associates and
IFI, incorporated by reference to Exhibit 10(l) to the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1986.
(m) Mortgage dated March 26, 1986 between Mastic Associates and IFI,
incorporated by reference to Exhibit 10(m) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1986.
(n) Mortgagor/Mortgagee Agreement dated March 26, 1986 between Mastic
Associates and IFI, incorporated by reference to Exhibit 10(n) to
the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1986.
(o) Lease Agreement dated as of December 10, 1984 between NHP Land
Associates, as Landlord and Mastic Associates, as Tenant,
incorporated by reference to Exhibit 10(o) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1986.
27. Financial Data Schedule (filed herewith).
28. Pages A-1 - A-4 of the Partnership Agreement of Registrant,
incorporated by reference to Exhibit 28 to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1990.
28.(a) Purchase Agreement among AIM Acquisition, the former managing
general partner, the former corporate general partner, IFI and
Integrated dated as of December 1, 1990, as amended January 9,
1991, incorporated by reference to Exhibit 28(a) to the
Partnership's Annual Report on Form 10-K for the year ended
December 31, 1990.
28.(b) Purchase Agreement among CRIIMI, Inc., AIM Acquisition, the
former managing general partner, the former corporate general
partner, IFI and Integrated dated as of December 13, 1990 and
executed as of September 6, 1991, incorporated by reference to
Exhibit 28(b) to the Partnership's Annual Report on Form 10-K for
the year ended December 31, 1990.
28.(c) Amendments to Partnership Agreement dated August 16, 1991,
incorporated by reference to Exhibit 28(c) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1991.
28.(d) Sub-Management Agreement by and between AIM Acquisition and
CRI/AIM Management, Inc. dated as of March 1, 1991, incorporated
by reference to Exhibit 28(d) to the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1992.
17
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K - Continued
(b) Reports on Form 8-K filed during the last quarter of the fiscal year:
None
All other items are not applicable.
18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
AMERICAN INSURED MORTGAGE
INVESTORS (Registrant)
By: CRIIMI, Inc.
General Partner
March 27, 1996 /s/ William B. Dockser
- --------------------------- ----------------------------
DATE William B. Dockser
Chairman of the Board
and Principal Executive
Officer
March 27, 1996 /s/ H. William Willoughby
- --------------------------- ----------------------------
DATE H. William Willoughby
President and Director
March 27, 1996 /s/ Cynthia O. Azzara
- --------------------------- ----------------------------
DATE Cynthia O. Azzara
Principal Financial and
Accounting Officer
March 27, 1996 /s/ Garrett G. Carlson, Sr.
- --------------------------- ----------------------------
DATE Garrett G. Carlson, Sr.
Director
March 27, 1996 /s/ Larry H. Dale
- --------------------------- ----------------------------
DATE Larry H. Dale
Director
March 27, 1996 /s/ G. Richard Dunnells
- --------------------------- ----------------------------
DATE G. Richard Dunnells
Director
March 27, 1996 /s/ Robert F. Tardio
- --------------------------- ----------------------------
DATE Robert F. Tardio
Director
19
AMERICAN INSURED MORTGAGE INVESTORS
Financial Statements as of December 31, 1995 and 1994
and for the Years Ended December 31, 1995, 1994 and 1993
20
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
American Insured Mortgage Investors:
We have audited the accompanying balance sheets of American Insured
Mortgage Investors (the Partnership) as of December 31, 1995 and 1994, and the
related statements of operations, changes in partners' equity and cash flows for
the years ended December 31, 1995, 1994 and 1993. These financial statements and
the schedule referred to below are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements and the schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Partnership as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for the years ended December 31, 1995, 1994 and 1993, in conformity with
generally accepted accounting principles.
As explained in Note 2 of the notes to the financial statements, effective
January 1, 1994, the Partnership changed its method of accounting for its
investment in insured mortgages.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule IV-Mortgage Loans on Real
Estate as of December 31, 1995 and for the year then ended is presented for
purposes of complying with the Securities and Exchange Commission's rules and
regulations and is not a required part of the basic financial statements. The
information in this schedule has been subjected to the auditing procedures
applied in our audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
Arthur Andersen LLP
Washington, D.C.
March 22, 1996
21
AMERICAN INSURED MORTGAGE INVESTORS
BALANCE SHEETS
December 31, December 31,
1995 1994
------------ ------------
ASSETS
Investment in FHA-Insured Loans,
at amortized cost, net of unamortized
discount:
Originated insured mortgages $ 14,533,066 $ 14,590,272
Acquired insured mortgages 9,056,545 9,118,002
------------ ------------
23,589,611 23,708,274
Investment in FHA-Insured Certificates,
at fair value:
Acquired insured mortgages 14,774,772 13,355,026
Cash and cash equivalents 673,733 722,986
Receivables and other assets 377,323 374,647
------------ ------------
Total assets $ 39,415,439 $ 38,160,933
============ ============
LIABILITIES AND PARTNERS' EQUITY
Distributions payable $ 823,903 $ 823,903
Accounts payable and accrued expenses 98,292 96,483
------------ ------------
Total liabilities 922,195 920,386
------------ ------------
Partners' equity:
Limited partners' equity 40,059,771 40,306,817
General partner's deficit (4,922,401) (4,915,023)
Unrealized gains on investment
in FHA-Insured Certificates 3,355,874 1,848,753
------------ ------------
Total partners' equity 38,493,244 37,240,547
------------ ------------
Total liabilities and partners'
equity $ 39,415,439 $ 38,160,933
============ ============
The accompanying notes are an integral part
of these financial statements.
22
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENTS OF OPERATIONS
For the years ended December 31,
1995 1994 1993
------------ ------------ ------------
Income:
Mortgage investment income $ 3,589,374 $ 3,639,376 $ 4,454,241
Interest and other income 37,115 96,513 32,722
------------ ------------ ------------
3,626,489 3,735,889 4,486,963
------------ ------------ ------------
Expenses:
Asset management fee to related parties 343,092 355,880 439,158
General and administrative 242,209 295,360 282,310
------------ ------------ ------------
585,301 651,240 721,468
------------ ------------ ------------
Earnings before mortgage dispositions 3,041,188 3,084,649 3,765,495
Gains on mortgage dispositions -- 195,820 762,250
------------ ------------ ------------
Net earnings $ 3,041,188 $ 3,280,469 $ 4,527,745
============ ============ ============
Net earnings allocated to:
Limited partners - 97.1% $ 2,952,994 $ 3,185,335 $ 4,396,440
General partner - 2.9% 88,194 95,134 131,305
------------ ------------ ------------
$ 3,041,188 $ 3,280,469 $ 4,527,745
============ ============ ============
Net earnings per Unit of limited
partnership interest $ .30 $ .32 $ .44
============ ============ ============
The accompanying notes are an integral part
of these financial statements.
23
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the years ended December 31, 1995, 1994 and 1993
Unrealized
Gains on
Investment
General Limited in FHA-Insured
Partner Partners Certificates Total
------------ ------------ -------------- -------------
Balance, January 1, 1993 $ (4,611,332) $ 50,475,271 $ -- $ 45,863,939
Net earnings 131,305 4,396,440 -- 4,527,745
Distributions paid or accrued
of $0.645 per Unit, including
return of capital of $0.205
per Unit (192,639) (6,450,088) -- (6,642,727)
------------ ------------- ----------- -------------
Balance, December 31, 1993 (4,672,666) 48,421,623 -- 43,748,957
Net earnings 95,134 3,185,335 -- 3,280,469
Distributions paid or accrued of
$1.13 per Unit, including
return of capital of $0.81
per Unit (337,491) (11,300,141) -- (11,637,632)
Unrealized gains
on investment in FHA-insured
certificates -- -- 1,848,753 1,848,753
------------ ------------- -------------- -------------
Balance, December 31, 1994 (4,915,023) 40,306,817 1,848,753 37,240,547
Net earnings 88,194 2,952,994 -- 3,041,188
Distributions paid or accrued of
$0.32 per Unit, including
return of capital of $0.02 per
Unit (95,572) (3,200,040) -- (3,295,612)
Adjustment to unrealized gains
on investment in FHA-insured
certificates -- -- 1,507,121 1,507,121
------------ ------------- -------------- -------------
Balance, December 31, 1995 $ (4,922,401) $ 40,059,771 $ 3,355,874 $ 38,493,244
============ ============= ============ =============
Limited Partnership Units
outstanding - December 31,
1995, 1994 and 1993 10,000,125
=============
The accompanying notes are an integral part
of these financial statements.
24
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENTS OF CASH FLOWS
For the years ended December 31,
1995 1994 1993
------------ ------------ ------------
Cash flows from operating activities:
Net earnings $ 3,041,188 $ 3,280,469 $ 4,527,745
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Gains on mortgage dispositions -- (195,820) (762,250)
Changes in assets and liabilities:
(Increase) decrease in receivables and other assets (2,676) 134,779 (22,426)
Increase (decrease) in accounts payable and
accrued expenses 1,809 25,671 (6,056)
------------ ------------ ------------
Net cash provided by operating activities 3,040,321 3,245,099 3,737,013
------------ ------------ ------------
Cash flows from investing activities:
Proceeds from disposition of insured mortgages -- 8,137,327 2,965,249
Receipt of mortgage principal from scheduled payments 206,038 186,145 215,680
------------ ------------ ------------
Net cash provided by investing activities 206,038 8,323,472 3,180,929
------------ ------------ ------------
Cash flows from financing activities:
Distributions paid to partners (3,295,612) (14,624,281) (3,862,055)
------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents (49,253) (3,055,710) 3,055,887
Cash and cash equivalents, beginning of year 722,986 3,778,696 722,809
------------ ------------ ------------
Cash and cash equivalents, end of year $ 673,733 $ 722,986 $ 3,778,696
============ ============ ============
The accompanying notes are an integral part
of these financial statements.
25
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
American Insured Mortgage Investors (the Partnership) was formed under the
Uniform Limited Partnership Act in the state of California on July 12, 1983.
From inception through September 6, 1991, AIM Capital Management, Corp. served
as managing general partner (with a partnership interest of 2.8%), IRI
Properties Capital Corp. served as corporate general partner (with a partnership
interest of 0.1%) and 2 Square G Partners II served as the associate general
partner (with a partnership interest of 0.1%). All of the foregoing general
partners are collectively referred to as former general partners.
At a special meeting of the limited partners and unitholders of the
Partnership held on August 16, 1991, a majority of these interests approved,
among other items, the assignment of the general partner interests and the
shares of the company which acted as the assignor limited partner in the
Partnership.
Effective September 6, 1991, CRIIMI, Inc. (the General Partner) succeeded
the former general partners to become the sole general partner of the
Partnership. CRIIMI, Inc. purchased the interests of the former managing
general partner and the former corporate general partner pursuant to the terms
of the Partnership Agreement. The interest of the former associate general
partner was purchased by the Partnership on September 6, 1991, pursuant to the
terms of the Partnership Agreement. CRIIMI, Inc. is a wholly owned subsidiary
of CRIIMI MAE Inc. (CRIIMI MAE), formerly CRI Insured Mortgage Association, Inc.
AIM Acquisition Partners L.P. (the Advisor) serves as the advisor to the
Partnership. The general partner of the Advisor is AIM Acquisition Corporation
(AIM Acquisition) and the limited partners include, but are not limited to, AIM
Acquisition, The Goldman Sachs Group, L.P., Broad, Inc. and CRIIMI MAE.
Effective September 6, 1991 and through June 30, 1995, a sub-advisory
agreement(the Sub-advisory Agreement) existed whereby CRI/AIM Management, Inc.,
an affiliate of CRI, managed the Partnership's portfolio. In connection with
the transaction in which CRIIMI MAE became a self-managed and self-administered
REIT, an affiliate of CRIIMI MAE acquired the Sub-advisory Agreement. As a
consequence of this transaction, effective June 30, 1995, CRIIMI MAE Services
Limited Partnership, an affiliate of CRIIMI MAE, manages the Partnership's
portfolio. These transactions had no effect on the Partnership's financial
statements.
Prior to the expiration of the Partnership's reinvestment period in
November 1988, the Partnership was engaged in the business of originating
mortgage loans (Originated Insured Mortgages) and acquiring mortgage loans
(Acquired Insured Mortgages and, together with Originated Insured Mortgages,
referred to herein as Insured Mortgages). In accordance with the terms of the
Partnership Agreement, the Partnership is no longer authorized to originate or
acquire Insured Mortgages and, consequently, its primary objective is to manage
its portfolio of mortgage investments, all of which are insured under Section
221(d)(4) or Section 231 of the National Housing Act. The Partnership Agreement
states that the Partnership will terminate on December 31, 2008, unless
previously terminated under the provisions of the Partnership Agreement.
2. SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
--------------------
The Partnership's financial statements are prepared on the accrual
basis of accounting in accordance with generally accepted accounting
26
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES - Continued
principles. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Investment in Insured Mortgages
-------------------------------
The Partnership's investment in Insured Mortgages is comprised of
participation certificates evidencing a 100% undivided beneficial interest
in government insured multifamily mortgages issued or sold pursuant to
programs of the Federal Housing Administration (FHA) (FHA-Insured
Certificates) and FHA-insured mortgage loans (FHA-Insured Loans). The
mortgages underlying the FHA-Insured Certificates and FHA-Insured Loans are
non-recourse first liens on multifamily residential developments.
Payment of principal and interest on FHA-Insured Certificates and FHA-
Insured Loans is insured by the United States Department of Housing and
Urban Development (HUD) pursuant to Title 2 of the National Housing Act.
Prior to January 1, 1994, the Partnership accounted for its investment
in Insured Mortgages at amortized cost in accordance with Statement of
Financial Accounting Standards No. 65 "Accounting for Certain Mortgage
Banking Activities" (SFAS 65) since it had the ability and intent to hold
these assets for the foreseeable future. The difference between the cost
and the unpaid principal balance at the time of purchase is carried as a
discount or premium and amortized over the remaining contractual life of
the mortgage using the effective interest method. The effective interest
method provides a constant yield of income over the term of the mortgage.
Mortgage investment income is comprised of amortization of the discount
plus the stated mortgage interest payments received or accrued less
amortization of the premium.
In May 1993, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" (SFAS 115). This statement
requires that investments in debt and equity securities be classified into
one of the following investment categories based upon the circumstances
under which such securities might be sold: Held to Maturity, Available for
Sale, and Trading. Generally, certain debt securities for which an
enterprise has both the ability and intent to hold to maturity, should be
accounted for using the amortized cost method and all other securities must
be recorded at their fair values.
As of December 31, 1995, the weighted average remaining term of the
Partnership's investments in FHA-Insured Certificates is approximately 26
years. However, the Partnership Agreement states that the Partnership will
terminate in approximately 13 years, on December 31, 2008, unless
previously terminated under the provisions of the Partnership Agreement.
As the Partnership is anticipated to terminate prior to the weighted
average remaining term of its FHA-Insured Certificates, the Partnership
does not have the ability, at this time, to hold these investments to
maturity. Consequently, the General Partner believes that the
Partnership's FHA-Insured Certificates should be included in the Available
for Sale category. Although the Partnership's FHA-Insured Certificates are
classified as Available for Sale for financial statement purposes, the
27
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES - Continued
General Partner does not intend to voluntarily sell these assets other than
those which may be sold as a result of a default or those which are
eligible to be put to FHA at the expiration of 20 years from the date of
the final endorsement.
In connection with this classification, as of December 31, 1995 and
1994, all of the Partnership's investments in FHA-Insured Certificates are
recorded at fair value, with the net unrealized gains on these investments
reported as a separate component of partners' equity. Subsequent increases
or decreases in the fair value of FHA-Insured Certificates classified as
Available for Sale will be included as a separate component of partners'
equity. Realized gains and losses on FHA-Insured Certificates classified
as Available for Sale will continue to be reported in earnings. The
amortized cost of the investments in this category is adjusted for
amortization of discounts to maturity. Such amortization is included in
mortgage investment income.
Gains from dispositions of mortgage investments are recognized upon
the receipt of cash or debentures.
Losses on dispositions of mortgage investments are recognized when it
becomes probable that a mortgage will be disposed of and that the
disposition will result in a loss. In the case of Originated Insured
Mortgages fully insured by HUD, the Partnership's maximum exposure for
purposes of determining the loan losses would generally be an assignment
fee charged by HUD representing approximately 1% of the unpaid principal
balance of the Originated Insured Mortgage at the date of default, plus the
unamortized balance of acquisition fees and closing costs paid in
connection with the acquisition of the Originated Insured Mortgage and the
loss of 30-days accrued interest.
Since Acquired Insured Mortgages were purchased at a discount from the
unpaid principal balance of the mortgage, the Partnership's investment in
the Acquired Insured Mortgages is less than the amount that would be
recovered from HUD in the event of a default. Therefore, the Partnership
would experience no loan losses on discounted Acquired Insured Mortgages in
the case of a default.
Cash and Cash Equivalents
-------------------------
Cash and cash equivalents consist of time and demand deposits with
original maturities of three months or less.
Income Taxes
------------
No provision has been made for Federal, state or local income taxes in
the accompanying financial statements since they are the personal
responsibility of the Unitholders.
Reclassification
----------------
Certain amounts in the financial statements for the years ended
December 31, 1994 and 1993 have been reclassified to conform with the 1995
presentation.
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
28
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
3. FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued
The following estimated fair values of the Partnership's financial
instruments are presented in accordance with generally accepted accounting
principles which define fair value as the amount at which a financial instrument
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. These estimated fair values, however, do not
represent the liquidation value or the market value of the Partnership.
29
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
3. FAIR VALUE OF FINANCIAL INSTRUMENTS - Continued
As of December 31, 1995 As of December 31, 1994
Amortized Fair Amortized Fair
Cost Value Cost Value
------------ ------------ ------------ ------------
Investment in FHA-Insured
Certificates $ 11,418,898 $ 14,774,772 $ 11,506,273 $ 13,355,026
============ ============ ============ ============
Investment in FHA-Insured
Loans:
Originated Insured Mortgages $ 14,533,066 $ 15,196,453 $ 14,590,272 $ 14,829,011
Acquired Insured Mortgage 9,056,545 12,429,210 9,118,002 11,236,174
------------ ------------ ------------ ------------
$ 23,589,611 $ 27,625,663 $ 23,708,274 $ 26,065,185
============ ============ ============ ============
Cash and cash equivalents $ 673,733 $ 673,733 $ 722,986 $ 722,986
Accrued interest receivable $ 295,018 $ 295,018 $ 296,748 $ 296,748
The following methods and assumptions were used to estimate the fair value
of each class of financial instrument:
Investment in FHA-Insured Certificates and FHA-
Insured Loans
------------------------------------------------
The fair value of the FHA-Insured Certificates and FHA-Insured Loans
is based on quoted market prices.
Cash and cash equivalents and accrued interest receivable
---------------------------------------------------------
The carrying amount approximates fair value because of the short
maturity of these instruments.
4. TRANSACTIONS WITH RELATED PARTIES
The principal officers of the General Partner for the years ended December
31, 1995, 1994 and 1993 did not receive fees for serving as officers of the
General Partner, nor are any fees expected to be paid to the officers in the
future.
The General Partner and certain affiliated entities have, during the years
ended December 31, 1995, 1994 and 1993, earned or received compensation or
payments for services from the Partnership as follows:
30
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
4. TRANSACTIONS WITH RELATED PARTIES - Continued
COMPENSATION PAID OR ACCRUED TO RELATED PARTIES
----------------------------------------------
Capacity in Which For the year ended December 31,
Name of Recipient Served/Item 1995 1994 1993
- ----------------- ---------------------------- -------- -------- --------
CRIIMI, Inc. General Partner/Distribution $ 95,572 $ 337,491(3) $192,639(3)
AIM Acquisition Advisor/Asset Management Fee 343,092 355,880 439,158
Partners, L.P.(1)
CRI(3) Affiliate of General Partner/ 37,365 79,972 67,076
Expense Reimbursement
CRIIMI MAE Affliate of General Partner/ 16,862 -- --
Management, Inc. (2) Expense Reimbursement
(1) The Advisor, pursuant to the Partnership Agreement, effective October
1, 1991, is entitled to an Asset Management Fee equal to 0.95% of Total Invested
Assets (as defined in the Partnership Agreement). The sub-advisor to the
Partnership (the Sub-advisor) is entitled to a fee equal to 0.28% of Total
Invested Assets. CRI/AIM Management, Inc., which acted as the Sub-advisor
through June 30, 1995, earned a fee equal to $50,556, $104,880 and $129,429 for
the six months ended June 30, 1995 and for the years ended December 31, 1994 and
1993, respectively. As discussed in Note 1 above, effective June 30, 1995,
CRIIMI MAE Services Limited Partnership now serves as the Sub-advisor. Of the
amounts paid to the Advisor, CRIIMI MAE Services Limited Partnership earned a
fee equal to $50,566 for the six months ended December 31, 1995. No fees were
earned by CRIIMI MAE Services Limited Partnership during the years ended
December 31, 1994 and 1993.
(2) Prior to CRIIMI MAE becoming a self-administered REIT, amounts were
paid to CRI as reimbursement for expenses incurred prior to June 30, 1995 on
behalf of the General Partner and the Partnership. As discussed in Note 1, the
transaction in which CRIIMI MAE became a self-administered REIT has no impact on
the payments required to be made by the Partnership, other than that the expense
reimbursement previously paid by the Partnership to CRI in connection with the
provision of services by the Sub-advisor are, effective June 30, 1995, paid to a
wholly-owned subsidiary of CRIIMI MAE, CRIIMI MAE Management, Inc. The amounts
paid to CRI during the year ended December 31, 1995 represent reimbursement of
expenses incurred prior to June 30, 1995.
(3) This amount includes a special distribution as discussed in Note 8.
5. INVESTMENT IN FHA-INSURED LOANS
As of December 31, 1995 and 1994, the Partnership's investment in FHA-
Insured Loans consisted of four Acquired Insured Mortgages and two Originated
Insured Mortgages. As of December 31, 1995 and 1994, these investments had an
aggregate amortized cost of $23,589,611 and $23,708,274, respectively, an
aggregate face value of $26,573,553 and $26,776,001, respectively, and an
aggregate fair value of $27,625,663 and $26,065,185, respectively. All of the
31
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
5. INVESTMENT IN FHA-INSURED LOANS - Continued
FHA-Insured Loans were current with respect to payment of principal and interest
as of March 1, 1996.
In addition to base interest payments under Originated Insured Mortgages,
the Partnership is entitled to additional interest based on a percentage of the
net cash flow from the underlying development and of the net proceeds from the
refinancing, sale or other disposition of the underlying development (referred
to as Participations). During the years ended December 31, 1995 and 1994, the
Partnership received $39,465 and $13,010, respectively, from the Participations.
During the year ended December 31, 1993, the Partnership did not receive any
monies from the Participations. These amounts, if any, are included in mortgage
investment income on the accompanying statements of operations.
6. INVESTMENT IN FHA-INSURED CERTIFICATES
As of December 31, 1995 and 1994, the Partnership's investment in FHA-
Insured Certificates consisted of nine Acquired Insured Mortgages with an
aggregate amortized cost of $11,418,898 and $11,506,273, respectively, an
aggregate face value of $14,023,399 and $14,190,281, respectively, and an
aggregate fair value of $14,774,772 and $13,355,026, respectively. All of the
FHA-Insured Certificates were current with respect to payment of principal and
interest as of March 1, 1996.
7. MORTGAGE DISPOSITIONS
There were no mortgage dispositions during the year ended December 31,
1995. A summary of dispositions which are included in the statements of
operations for the years ended December 31, 1994 and 1993 are as follows:
32
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
7. MORTGAGE DISPOSITIONS
Financial
Statement
Year of Type of Net Carrying Net Gain
Complex Name Disposition Disposition Value Proceeds Recognized
- ------------------ ----------- ----------- ------------ ------------ -----------
Hidden Oaks (a) 1994 Prepayment $ 7,941,507 $ 8,137,327(c) $ 195,820
Clark & Elm Apts.(a) 1993 Sale of a
defaulted
mortgage -- 108,415(d) 108,415
Chapelgate Apts.(b) 1993 Sale of a
defaulted
mortgage 682,731 901,171 218,440
Cumberland Village(b) 1993 Sale of a
defaulted
mortgage 1,520,268 1,955,663 435,395
(a) Disposition of Originated Insured Mortgage.
(b) Disposition of Acquired Insured Mortgage.
(c) Includes a prepayment penalty of approximately $260,000.
(d) Represents additional proceeds resulting from an adjustment to the 1992 sales price.
33
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
8. DISTRIBUTIONS TO UNITHOLDERS
The distributions paid or accrued to Unitholders on a per Unit basis for
the years ended December 31, 1995, 1994 and 1993 are as follows:
Quarter Ended 1995 1994 1993
- ------------- -------- -------- --------
March 31, $ 0.08 $ 0.89(1) $ 0.095
June 30, 0.08 0.08 0.090
September 30, 0.08 0.08 0.090
December 31, 0.08 0.08 0.370(2)
-------- -------- --------
$ 0.32 $ 1.13 $ 0.645
======== ======== ========
(1) This includes a special distribution of $0.81 per Unit comprised of: (i)
$0.80 per Unit return of capital and capital gain from the disposition of
the insured mortgage on Hidden Oaks Apartments and (ii) $0.01 per Unit of
previously accrued but undistributed interest received from the insured
mortgage on Creekside Village.
(2) This includes a special distribution of $0.28 per Unit comprised of: (i)
$0.21 per Unit return of capital from the disposition of the insured
mortgages on Chapelgate Apartments and Cumberland Village and (ii) $0.07
per Unit capital gain from these dispositions plus additional sales
proceeds from the sale of the insured mortgage on Clark and Elm Apartments.
The basis for paying distributions to Unitholders is net proceeds from
mortgage dispositions and cash flow from operations, which includes regular
interest income and principal from Insured Mortgages. Although Insured
Mortgages yield a fixed monthly mortgage payment once purchased, the cash
distributions paid to the Unitholders will vary during each year due to (1) the
fluctuating yields in the short-term money market where the monthly mortgage
payments received are temporarily invested prior to the payment of quarterly
distributions, (2) the reduction in the asset base due to monthly mortgage
payments received or mortgage dispositions, (3) variations in the cash flow
attributable to the delinquency or default of Insured Mortgages and (4) changes
in the Partnership's operating expenses.
9. PARTNERS' EQUITY
Depositary Units representing economic rights in limited partnership
interests (Units) were issued at a stated value of $20. A total of 10,000,000
Units were issued for an aggregate capital contribution of $200,000,000. In
addition, the initial limited partner contributed $2,500 to the capital of the
Partnership and received 125 Units in exchange therefor, and the former general
partners contributed a total of $1,000 to the Partnership.
34
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
10. SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is a summary of unaudited quarterly results of operations for
the years ended December 31, 1995, 1994 and 1993:
(In Thousands, Except Per Unit Data)
1995
Quarter ended
March 31 June 30 September 30 December 31
---------- ---------- ------------ -----------
Income $ 927 $ 900 $ 895 $ 904
Net earnings 758 767 749 767
Net earnings per Limited
Partnership Unit 0.07 0.08 0.07 0.08
1994
Quarter ended
March 31 June 30 September 30 December 31
---------- ---------- ------------ -----------
Income $ 996 $ 937 $ 901 $ 902
Gain (loss) on mortgage
dispositions 236 -- -- (40)
Net earnings 1,054 779 733 714
Net earnings per Limited
Partnership Unit 0.10 0.08 0.07 0.07
1993
Quarter ended
March 31 June 30 September 30 December 31
---------- ---------- ------------ -----------
Income $ 1,129 $ 1,126 $ 1,124 $ 1,108
Gain on mortgage dispositions -- -- 108 654
Net earnings 920 934 1,052 1,622
Net earnings per Limited
Partnership Unit 0.09 0.09 0.10 0.16
35
AMERICAN INSURED MORTGAGE INVESTORS
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1995
Interest Face Net Annual Payment
Maturity Put Rate on Amount of Carrying Value (Principal and
Development Name/Location Date Date(1) Mortgage(5) Mortgage (3)(7)(9)(10) Interest)(5)(8)
- ------------------------- -------- ------- ------------ ------------ ----------------- ---------------
Acquired Insured Mortgages
- --------------------------
Investment in FHA-Insured Loans
(carried at amortized cost)(2)
Eastdale Apts.
Montgomery, AL 3/23 10/01 7.5% $ 6,782,120 $ 5,145,750 $ 592,406
North River Place
Chillecothe, OH 10/21 12/01 7.5% 3,183,271 2,419,139 279,509
Portervillage I Apts.
Porterville, CA 8/21 5/01 7.5% 1,177,589(3) 959,745 103,733(4)
Town Park Apts.
Rockingham, NC 10/22 10/02 7.5% 654,020(3) 531,911 56,755(4)
------------ ------------
Total Investment in FHA-Insured
Loans - Acquired Insured Mortgages 11,797,000 9,056,545
------------ ------------
Originated Insured Mortgages
- ----------------------------
Investment in FHA-Insured Loans
(carried at amortized cost)(2)
Creekside Village
Beaverton, OR 11/25 1/01 11.50%(5) 5,135,424 5,318,588 612,632(6)
Waters Edge Apts.
Columbus, OH 1/31 5/03 8.75%(5) 9,641,129 9,214,478 885,419(6)
------------ ------------
Total Investment in FHA-Insured Loans -
Originated Insured Mortgages 14,776,553 14,533,066
------------ ------------
Total Investment in FHA-Insured Loans 26,573,553 23,589,611
------------ ------------
See notes to Schedule IV - Mortgage Loans on Real Estate.
36
AMERICAN INSURED MORTGAGE INVESTORS
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1995
Interest Face Net Annual Payment
Maturity Put Rate on Amount of Carrying Value (Principal and
Development Name/Location Date Date(1) Mortgage(5) Mortgage (3)(7)(9)(10) Interest)(5)(8)
- ------------------------- -------- ------- ------------ ------------ ---------------- ---------------
Acquired Insured Mortgages
- --------------------------
Investment in FHA-Insured
Certificates
(carried at fair value)
Bay Pointe Apts.
Lafayette, IN 2/23 10/02 7.5% 2,125,397(4) 2,239,235 185,272(4)
Baypoint Shoreline Apts.
Duluth, MN 1/22 10/01 7.5% 1,005,004(4) 1,058,865 87,967(4)
Berryhill Apts.
Grass Valley, CA 1/21 11/02 7.5% 1,306,956(4) 1,377,129 115,899(4)
Brougham Estates II
Kansas City, KS 11/22 3/02 7.5% 2,664,150(4) 2,806,724 230,860(4)
College Green Apts.
Wilmington, NC 3/23 2/02 7.5% 1,430,136(4) 1,506,630 123,455(4)
Fox Run Apts.
Dothan, AL 10/19 11/99 7.5% 1,286,045(4) 1,355,287 116,242(4)
Kaynorth Apts.
Lansing, MI 4/23 9/02 7.5% 1,940,072(4) 2,043,827 167,318(4)
Lakeside Apts.
Bennettsville, SC 1/22 2/02 7.5% 403,328(4) 424,944 35,303(4)
Westbrook Apts.
Kokomo, IN 11/22 9/02 7.5% 1,862,311(4) 1,962,131 163,177(4)
------------ ------------
Total Investment in FHA-Insured Certificates 14,023,399 14,774,772
------------ ------------
TOTAL INVESTMENT IN INSURED MORTGAGES $ 40,596,952 $ 38,364,383
============ ============
See notes to Schedule IV - Mortgage Loans on Real Estate
37
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
(1) Under the Section 221 program of the National Housing Act of 1937, as
amended, a mortgagee has the right to assign a mortgage ("put") to FHA at
the expiration of 20 years from the date of final endorsement if the
mortgage is not in default at such time. Any mortgagee electing to assign
an FHA-insured mortgage to FHA will receive, in exchange therefor, HUD
debentures having a total face value equal to the then outstanding
principal balance of the FHA-insured mortgage plus accrued interest to the
date of assignment. These HUD debentures will mature 10 years from the date
of assignment and will bear interest at the "going Federal rate" at such
date. This assignment procedure is applicable to an insured mortgage which
had a firm or conditional FHA commitment for insurance on or before
November 30, 1983. The Partnership anticipates that each eligible insured
mortgage, for which a prepayment has not occurred and which has not been
sold, will be assigned to FHA at the expiration of 20 years from the date
of final endorsement. The Partnership, therefore, does not anticipate
holding any eligible insured mortgage beyond the expiration of 20 years
from final endorsement of that insured mortgage.
(2) Inclusive of closing costs and acquisition fees.
(3) Prepayment of these insured mortgages would be based upon the unpaid
principal balance at the time of prepayment.
(4) These amounts represent the Partnership's 50% interest in these insured
mortgages. The remaining 50% interest was acquired by AIM 85.
(5) In addition, the servicer of the insured mortgages (primarily unaffiliated
third parties) is entitled to receive compensation for certain services
rendered in an amount up to ten basis points (.10%) of the unpaid principal
balance of the insured mortgages.
(6) This represents the base interest rate during the permanent phase of these
insured mortgage loans. Additional interest, (referred to as
Participations) measured as a percentage of surplus cash and a percentage
of the proceeds from sale or refinancing of the development (as defined in
the Participation Agreements), will also be due. The Partnership received
$39,465 and $13,010 from the Participations for the years ended December
31, 1995 and 1994, respectively. No payments were received for the year
ended December 31, 1993 as a result of the Participations.
(7) The mortgages underlying the Partnership's investment in FHA-Insured
Certificates and FHA-Insured Loans are non-recourse first liens on
multifamily residential developments.
(8) Principal and interest are payable at level amounts over the life of the
insured mortgages.
(9) A reconciliation of the carrying value of Insured Mortgages, for the years
ended December 31, 1995 and 1994, is as follows:
1995 1994
------------ ------------
Beginning balance $ 37,063,300 $ 43,342,199
Gain on mortgage
disposition -- 195,820
Disposition of Insured
Mortgage -- (8,137,327)
Principal receipts on
Insured Mortgages (206,038) (186,145)
38
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE - Continued
Urealized gains on
investment in FHA-
Insured Certificates 1,507,121 1,848,753
------------ ------------
Ending balance $ 38,364,383 $ 37,063,300
============ ============
(10) The tax basis of the Insured Mortgages was approximately $34.6 million and
$34.9 million as of December 31, 1995 and 1994, respectively.