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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001 Commission file number 1-12724
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3398206
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
11200 Rockville Pike
Rockville, Maryland 20852
(301) 816-2300
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
-----------------------------------------------------------------
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
----
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 [ ]
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 February 19, 2002, 8,802,091 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 $48,407,409.
Documents incorporated by Reference
None
2
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
2001 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I
Page
----
Item 1. Business....................................................................... 3
Item 2. Properties..................................................................... 4
Item 3. Legal Proceedings.............................................................. 4
Item 4. Submission of Matters to a Vote of Security Holders............................ 4
PART II
Item 5. Market for Registrant's Securities and Related Security Holder Matters......... 5
Item 6. Selected Financial Data........................................................ 6
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations............................................................... 6
Item 7A. Qualitative and Quantitative Disclosures About Market Risk..................... 14
Item 8. Financial Statements and Supplementary Data.................................... 14
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................ 14
PART III
Item 10. Directors and Executive Officers of the Registrant............................. 15
Item 11. Executive Compensation......................................................... 17
Item 12. Security Ownership of Certain Beneficial Owners and Management................. 17
Item 13. Certain Relationships and Related Transactions................................. 18
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................ 19
Signatures ............................................................................... 22
3
PART I
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS. When used in this Annual Report on Form 10-K, the
words "believes," "anticipates," "expects," "contemplates," and similar
expressions are intended to identify forward-looking statements. Statements
looking forward in time are included in this Annual Report on Form 10-K pursuant
to the "safe harbor" provision of the Private Securities Litigation Reform Act
of 1995. Such statements are subject to certain risks and uncertainties, which
could cause actual results to differ materially. Accordingly, the following
information contains or may contain forward-looking statements: (1) information
included or incorporated by reference in this Annual Report on Form 10-K,
including, without limitation, statements made under Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, (2)
information included or incorporated by reference in future filings by the
Partnership with the Securities and Exchange Commission including, without
limitation, statements with respect to growth, projected revenues, earnings,
returns and yields on its portfolio of mortgage assets, the impact of interest
rates, costs and business strategies and plans and (3) information contained in
written material, releases and oral statements issued by or on behalf of, the
Partnership, including, without limitation, statements with respect to growth,
projected revenues, earnings, returns and yields on its portfolio of mortgage
assets, the impact of interest rates, costs and business strategies and plans.
Factors which may cause actual results to differ materially from those contained
in the forward-looking statements identified above include, but are not limited
to (i) regulatory and litigation matters, (ii) interest rates, (iii) trends in
the economy, (iv) prepayment of mortgages and (v) defaulted mortgages. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only of the date hereof. The Partnership undertakes no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances occurring after the date hereof or to reflect the occurrence of
unanticipated events.
Development and Description of Business
- ---------------------------------------
Information concerning the business of American Insured Mortgage Investors
L.P.-Series 88 (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, 5, 6 and 7 of the Notes to Financial Statements of the Partnership
(filed in response to Item 8 hereof), all of which are incorporated by reference
herein. See also Schedule IV-Mortgage Loans on Real Estate, for the table of the
Partnership's Insured Mortgages (as defined below) as of December 31, 2001,
which is hereby incorporated herein by reference.
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"). The General Partner 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., Sun America Investments, Inc.
(successor to Broad, Inc.) and CRI/AIM Investment, L.P., an affiliate of CRIIMI
MAE. AIM Acquisition is a Delaware corporation that is primarily owned by Sun
America Investments, Inc. and The Goldman Sachs Group, L.P.
4
Under the Advisory Agreement, the Advisor will render services to the
Partnership, including but not limited to, the management of the Partnership's
portfolio of mortgages and the disposition of the Partnership's mortgages. Such
services will be subject to the review and ultimate authority of the General
Partner. However, the General Partner is required to receive the consent of the
Advisor prior to taking certain significant actions, including but not limited
to the disposition of mortgages, any transaction or agreement with the General
Partner or its affiliates, or any material change as to policies regarding
distributions or reserves of the Partnership. The Advisor is permitted to
delegate the performance of services pursuant to a sub-advisory agreement (the
"Sub-Advisory Agreement"). The delegation of such services will not relieve the
Advisor of its obligation to perform such services. CRIIMI MAE Services Limited
Partnership ("CMSLP"), an affiliate of CRIIMI MAE, manages the Partnership's
portfolio, pursuant to the Sub-Advisory Agreement. The general partner of CMSLP
is CMSLP Management Company, Inc., a wholly-owned subsidiary of CRIIMI MAE.
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, CMSLP 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.
CRIIMI MAE and its affiliates also may serve as general partners, sponsors
or managers of real estate limited partnerships, Real Estate Investments Trusts
("REIT") or other entities in the future. The Partnership may attempt to dispose
of mortgage investments at or about the same time that CRIIMI MAE, one or more
of the other "AIM Funds" [defined as the Partnership, American Insured Mortgage
Investors ("AIM 84"), American Insured Mortgage Investors - Series 85, L.P.
("AIM 85") and American Insured Mortgage Investors L.P. - Series 86 ("AIM 86")],
and/or other entities sponsored or managed by CRIIMI MAE, or its affiliates, are
attempting to dispose of mortgages. As a result of market conditions that could
limit dispositions, CMSLP and its affiliates could be faced with conflicts of
interest in determining which mortgages would be disposed of. Both CMSLP and the
General Partner, 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
Reference is made to Note 5 of the Notes to Financial Statements.
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 2001.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS
Principal Market and Market Price for Units and Distributions
- -------------------------------------------------------------
The Units are traded on the American Stock Exchange ("AMEX") under the
trading symbol of "AIK." The high and low trade prices for the Units as reported
on AMEX and the distributions, as applicable, for each quarterly period in 2001
and 2000 were as follows:
2001
---- Amount of
Distribution
Quarter Ended High Low Per Unit
-------------- ------ ----- -------
March 31, $6.0500 $5.3300 $ 1.010(1)(2)(3)
June 30, 5.6000 5.1600 0.105
September 30, 5.8000 5.2500 0.305(4)(5)
December 31, 5.8500 5.2000 0.625(6)(7)(8)
-------
$ 2.045
=======
2000
---- Amount of
Distribution
Quarter Ended High Low Per Unit
-------------- ------ ----- --------
March 31, $6.8750 $6.1250 $ 0.37(9)
June 30, 6.5000 6.0625 0.42(10)(11)
September 30, 6.5000 6.0000 0.15
December 31, 6.6250 5.8125 0.84(12)
------
$ 1.78
======
The following disposition proceeds are included in the distributions listed
above:
Date Net
Proceeds Type of Proceeds
Complex Name received Disposition Per Unit
------------ -------- ----------- --------
(1) Silver Lake Plaza Apartments Jan 2001 Prepayment $ 0.56
(2) Holton Manor Feb 2001 Prepayment 0.10
(3) St. Charles Place-Phase II Feb 2001 Coinsurance Claim 0.24
(4) Water's Edge of New Jersey Aug 2001 Assignment 0.09
(5) Lorenzo Carolina Apartments Aug 2001 Prepayment 0.11
(6) Water's Edge of New Jersey Oct 2001 Assignment 0.03
(7) Beauvoir Manor Apartments Oct 2001 Prepayment 0.14
(8) Woodcrest Townhomes Nov 2001 Prepayment 0.34
(9) Linville Manor Mar 2000 Prepayment 0.22
(10) Park Avenue Plaza May 2000 Prepayment 0.22
(11) Kingsway Apartments May 2000 Prepayment 0.05
(12) Lioncrest Towers Nov 2000 Prepayment 0.70
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.
Approximate Number of Unitholders
Title of Class as of December 31, 2001
-------------- -----------------------
Depositary Units of Limited 6,000
Partnership Interest
6
PART II
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in thousands, except per Unit amounts)
For the Years Ended December 31,
2001 2000 1999 1998 1997
---------- ---------- ---------- ---------- ----------
Income $ 4,388 $ 5,501 $ 7,294 $ 9,998 $ 12,167
Net gains (losses) on mortgage
dispositions 910 387 1,072 756 (354)
Net earnings 4,551 4,738 7,053 9,179 10,097
Net earnings per Limited
Partnership Unit - Basic (1) $ 0.49 $ 0.51 $ 0.76 $ 0.99 $ 1.09
Distributions per Limited
Partnership Unit (1)(2) $ 2.045 $ 1.78 $ 5.06 $ 4.34 $ 2.33
As of December 31,
2001 2000 1999 1998 1997
---------- ---------- ---------- ---------- ----------
Total assets $ 54,129 $ 71,288 $ 83,455 $ 116,464 $ 150,616
Partners' equity $ 48,215 $ 63,131 $ 73,702 $ 114,442 $ 146,977
(1) Calculated based upon the weighted average number of Units outstanding.
(2) Includes distributions due the Unitholders for the Partnership's fiscal
quarters ended December 31, 2001, 2000, 1999, 1998 and 1997, which were
paid subsequent to year end. See Notes 7 and 8 of the Notes to Financial
Statements.
The selected income statement data presented above for the years ended
December 31, 2001, 2000 and 1999, and the selected balance sheet data as of
December 31, 2001 and 2000, are derived from, and are qualified by, reference to
the Partnership's financial statements, which are included elsewhere in this
Form 10-K. The selected income statement data for the years ended December 31,
1998 and 1997, and the selected balance sheet data as of December 31, 1999, 1998
and 1997 are derived from audited financial statements not included as part of
this Annual Report on Form 10-K. This data should be read in conjunction with
the financial statements and the notes thereto.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
- -------
The following discussion and analysis contains statements that may be
considered forward looking. These statements contain a number of risks and
uncertainties as discussed herein and in Item 1 of this Form 10-K that could
cause actual results to differ materially.
The Partnership was formed under the Uniform Limited Partnership Act of the
State of Delaware on February 13, 1987. During the period from October 2, 1987
(the initial closing date of the Partnership's public offering) through March
10, 1989 (the termination date of the offering), the Partnership, pursuant to
its public offering of Units, raised a total of $177,039,320 in gross proceeds.
In addition, the initial limited partner contributed $2,500 to the capital of
the Partnership and received 125 units of limited partnership interest in
exchange therefor.
7
PART II
CRIIMI, Inc. (the "General Partner") holds a partnership interest of 4.9%
and is a wholly owned subsidiary of CRIIMI MAE Inc. ("CRIIMI MAE"). AIM
Acquisition Partners, L.P. (the "Advisor") serves as the advisor to the
Partnership pursuant to an advisory agreement (the "Advisory Agreement").
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., Sun America Investments, Inc.
(successor to Broad, Inc.) and CRI/AIM Investment, L.P., an affiliate of CRIIMI
MAE. AIM Acquisition is a Delaware corporation that is primarily owned by Sun
America Investments, Inc. and The Goldman Sachs Group, L.P.
Under the Advisory Agreement, the Advisor will render services to the
Partnership, including but not limited to, the management of the Partnership's
portfolio of mortgages and the disposition of the Partnership's mortgages. Such
services will be subject to the review and ultimate authority of the General
Partner. However, the General Partner is required to receive the consent of the
Advisor prior to taking certain significant actions, including but not limited
to the disposition of mortgages, any transaction or agreement with the General
Partner or its affiliates, or any material change as to policies regarding
distributions or reserves of the Partnership. The Advisor is permitted to
delegate the performance of services pursuant to a sub-advisory agreement (the
"Sub-Advisory Agreement"). The delegation of such services will not relieve the
Advisor of its obligation to perform such services. CRIIMI MAE Services Limited
Partnership ("CMSLP"), an affiliate of CRIIMI MAE, manages the Partnership's
portfolio, pursuant to the Sub-Advisory Agreement. The general partner of CMSLP
is CMSLP Management Company, a wholly-owned subsidiary of CRIIMI MAE.
Mortgage Investments
- --------------------
Prior to the expiration of the Partnership's reinvestment period in
December 1996, 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 or guaranteed,
in whole or in part, by the Federal Housing Administration ("FHA") under section
221(d)(4) or section 231 of the National Housing Act of 1937, as amended (the
"National Housing Act"). The Partnership is a liquidating partnership and as it
continues to liquidate its mortgage investments and investors receive
distributions of return of capital and taxable gains, investors should expect a
reduction in earnings and distributions due to the decreasing mortgage base. The
partnership agreement states that the Partnership will terminate on December 31,
2021, unless previously terminated under the provisions of the partnership
agreement.
As of December 31, 2001, the Partnership had invested in 16 Insured
Mortgages with aggregate amortized cost, face value and fair value of
approximately $47 million, $48 million and $46 million, respectively, as
discussed below.
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 FHA programs
("FHA-Insured Certificates"), mortgage-backed securities guaranteed by the
Government National Mortgage Association ("GNMA")("GNMA Mortgage-Backed
Securities") and FHA-insured mortgage loans ("FHA-Insured Loans"). The mortgages
underlying the FHA-Insured Certificates, the GNMA Mortgage-Backed Securities and
the FHA-Insured Loans are non-recourse first liens on multifamily residential
developments or retirement homes.
8
Payments of principal and interest on FHA-Insured Certificates and
FHA-Insured Loans are insured by the United States Department of Housing and
Urban Development ("HUD") pursuant to Title 2 of the National Housing Act.
Payments of principal and interest on GNMA Mortgage-Backed Securities are
guaranteed by GNMA pursuant to Title 3 of the National Housing Act.
The following is a discussion of the Partnership's insured mortgage
investments, along with the risks related to each type of investment:
Fully Insured FHA-Insured Certificates and GNMA Mortgage-Backed Securities
- --------------------------------------------------------------------------
Listed below is the Partnership's aggregate investment in Fully Insured
Mortgages as of December 31, 2001 and 2000:
December 31,
2001 2000
------------ ------------
Number of:
GNMA Mortgage-Backed Securities(1)(2)(3)(4)(5)(6)(7) 13 18
FHA-Insured Certificates 1 1
Amortized Cost $ 33,196,354 $ 45,000,295
Face Value 33,067,185 44,953,069
Fair Value 32,300,617 44,649,442
(1) In January 2001, the mortgage on Silver Lake Plaza Apartments was prepaid.
The Partnership received net proceeds of approximately $5.2 million and
recognized a gain of approximately $83,000 for the year ended December 31,
2001. A distribution of approximately $0.56 per Unit related to the
prepayment of this mortgage was declared in February and paid to
Unitholders in May 2001.
(2) In February 2001, the mortgage on Holton Manor was prepaid. The Partnership
received net proceeds of approximately $1.0 million and recognized a gain
of approximately $36,000 for the year ended December 31, 2001. A
distribution of approximately $0.10 per Unit related to the prepayment of
this mortgage was declared in March and paid to Unitholders in May 2001.
(3) In August 2001, the mortgage on Lorenzo Carolina Apartments was prepaid.
The Partnership received net proceeds of approximately $1.0 million and
recognized a gain of approximately $42,000 for the year ended December 31,
2001. A distribution of approximately $0.11 per Unit related to the
prepayment of this mortgage was declared in September and paid to
Unitholders in November 2001.
(4) In October 2001, the mortgage on Beauvoir Manor Apartments was prepaid. The
Partnership received net proceeds of approximately $1.3 million and
recognized a gain of approximately $108,000 for the year ended December 31,
2001. A distribution of approximately $0.14 per Unit related to the
prepayment of this mortgage was declared in October 2001 and paid to
Unitholders in February 2002.
(5) In November 2001, the mortgage on Woodcrest Townhomes was prepaid. The
Partnership received net proceeds of approximately $3.2 million and a
recognized a gain of approximately $134,000 for the year ended December 31,
2001. A distribution of approximately $0.34 per Unit related to the
prepayment of this mortgage was declared in December 2001 and paid to
Unitholders in February 2002.
(6) In January 2002, the mortgage on Orchard Creek Apartments was prepaid. The
Partnership received net proceeds of approximately $1.3 million and expects
to recognize a gain of approximately $33,000 in 2002. A distribution of
approximately $0.14 per Unit related to the prepayment of this mortgage was
declared in February 2002 and is expected to be paid to Unitholders in May
2002.
(7) In February 2002, the mortgage on Westview Terrace Apartments was prepaid.
The Partnership received net proceeds of approximately $1.2 million and
expects to recognize a gain of approximately $49,000 in 2002. A
distribution of approximately $0.12 per Unit related to the prepayment of
this mortgage is expected to be declared in March 2002 and paid to
Unitholders in May 2002.
9
As of March 1, 2002, all of the Partnership's fully insured mortgage
investments are current with respect to the payment of principal and interest.
In February 1996, the General Partner instructed the servicer for the
mortgage on Water's Edge of New Jersey, a fully insured acquired construction
loan, to file a Notice of Default and an Election to Assign the mortgage with
HUD. The property underlying this construction loan was a nursing home located
in Trenton, New Jersey. As of January 31, 1997, the Partnership had received
approximately $10.2 million of the assignment proceeds, including partial
repayment of the outstanding principal and accrued interest. HUD had disallowed
approximately $1.65 million of the assignment claim. The General Partner
retained counsel in this matter and pursued litigation against the loan
servicer, Greystone Servicing Corporation, Inc. ("Greystone"), for the amount
disallowed by HUD. On July 30, 1998, the Partnership filed a Motion for
Judgement against Greystone in the Circuit Court of Fauquier County, Virginia.
On June 1, 2001, a jury rendered a verdict in favor of the Partnership and
against Greystone in the amount of approximately $780,000. On August 17, 2001,
the Partnership received this amount plus accrued interest of approximately
$9,000. A distribution of approximately $0.09 per Unit related to this court
order was declared in September 2001 and paid to Unitholders in November 2001.
In September 2001, the Partnership and Greystone agreed on a final settlement of
approximately $238,000 for reimbursement of legal fees, to the Partnership. This
amount was received on October 4, 2001. A distribution of approximately $0.03
per Unit related to the reimbursement of legal fees was declared in October 2001
and paid to Unitholders in February 2002. During the year ended December 31,
2001, the Partnership incurred a loss of approximately $315,000 related to this
litigation. This loss includes legal fees incurred from April 1 through December
31, 2001, of approximately $199,000. As of December 31, 2001, the Partnership
has recognized aggregate losses of approximately $894,000 related to the
disposition of the mortgage on Water's Edge of New Jersey, which includes losses
recognized in 1996, 1997 and 2001.
Coinsured FHA-Insured Certificate
- ---------------------------------
Under the HUD coinsurance program, both HUD and the coinsurance lender are
responsible for paying a portion of the insurance benefits if a mortgagor
defaults and the sale of the development collateralizing the mortgage produces
insufficient net proceeds to repay the mortgage obligation. In such cases, the
coinsurance lender will be liable to the Partnership for the first part of such
loss in an amount up to 5% of the outstanding principal balance of the mortgage
as of the date foreclosure proceedings are instituted or the deed is acquired in
lieu of foreclosure. For any loss greater than 5% of the outstanding principal
balance, the responsibility for paying the insurance benefits will be borne on a
pro-rata basis, 85% by HUD and 15% by the coinsurance lender.
While the Partnership is due payment of all amounts owed under the
mortgage, the coinsurance lender is responsible for the timely payment of
principal and interest to the Partnership. The coinsurance lender is prohibited
from entering into any workout arrangement with the borrower without the
Partnership's consent and must file a claim for coinsurance benefits with HUD,
upon default, if the Partnership so directs. As an ongoing HUD approved
coinsurance lender, and under the terms of the participation documents, the
coinsurance lender is required to satisfy certain minimum net worth requirements
as set forth by HUD. However, it is possible that the coinsurance lender's
potential liability for loss on these developments, and others, could exceed its
HUD-required minimum net worth. In such case, the Partnership would bear the
risk of loss if the coinsurance lenders were unable to meet their coinsurance
obligations. In addition, HUD's obligation for the payment of its share of the
loss could be diminished under certain conditions, such as the lender not
adequately pursuing regulatory violations of the borrower or the failure to
comply with other terms of the mortgage. However, the General Partner is not
aware of any conditions or actions that would result in HUD diminishing its
insurance coverage.
10
As of December 31, 2001 and 2000, the Partnership held one investment in a
coinsured FHA-Insured Certificate secured by a coinsured mortgage. The remaining
single FHA-Insured Certificate is coinsured by Integrated Funding, Inc. ("IFI"),
an affiliate of the Partnership. The following is a discussion of the
Partnership's coinsured mortgage investments.
Coinsured by affiliate
- ----------------------
As of December 31, 2001 and 2000, the Partnership held one investment in a
coinsured FHA-Insured Certificate secured by a coinsured mortgage, where the
coinsurance lender is IFI. This investment was made on behalf of the Partnership
by the former managing general partner. As structured by the former managing
general partner, with respect to this mortgage, the Partnership bears the risk
of loss upon default for IFI's portion of the coinsurance loss on this mortgage
investment.
December 31, 2001 December 31, 2000
Amortized Face Fair Amortized Face Fair
Cost Value Mkt. Value Cost Value Mkt. Value
----------- ----------- ----------- ----------- ----------- -----------
Summerwind Apts.-Phase II $ 7,747,039 $ 9,057,300 $ 8,473,167 $ 7,808,228 $ 9,148,110 $ 8,492,111
As of March 1, 2002, the mortgagor was current with respect to payment of
principal and interest on this mortgage.
There was no loan loss recognized for the years ended 2001, 2000 and 1999.
The cumulative loan loss recognized in prior years was $1,511,743 for Summerwind
Apartments - Phase II.
Coinsured by third party
- ------------------------
The previously owned mortgage on St. Charles Place - Phase II, was
coinsured by The Patrician Mortgage Company ("Patrician"), an unaffiliated third
party coinsurance lender under the HUD coinsurance program. On October 14, 1993,
Patrician filed a foreclosure action on the property underlying this coinsured
mortgage. On November 2, 1993, the mortgagor filed for protection under chapter
11 of the U.S. Bankruptcy Code. The property was acquired and vested with
Patrician in November 1998 and subsequently sold on October 12, 1999. Patrician
filed a coinsurance claim for insurance benefits with HUD in October 1999, for
remaining amounts due, including past due interest. In November 1999, the
Partnership received sales proceeds of approximately $3 million. A distribution
of approximately $0.32 per Unit related to the sale was declared in November
1999 and was paid to Unitholders in February 2000. In February 2001, the
Partnership received claim proceeds from Patrician of approximately $2.2 million
and recognized a gain of approximately $822,000 for the year ended December 31,
2001. The claim proceeds represent the remaining balance due on the mortgage,
including interest from November 1, 1995 through the date of receipt. A
distribution of approximately $0.24 per Unit related to the prepayment of this
mortgage was declared in March 2001 and paid to Unitholders in May 2001. The
amount of the Partnership's investment in this mortgage represented the
Partnership's approximate 55% ownership interest in the mortgage. The remaining
45% ownership interest was held by AIM 86, an affiliate of the Partnership.
11
Investment in FHA-Insured Loans
- -------------------------------
Listed below is the Partnership's aggregate investment in fully insured
Originated Insured Mortgages as of December 31, 2001 and 2000:
December 31,
2001 2000
------------ ------------
Number of Mortgages 1 1
Amortized Cost $ 5,573,879 $ 5,627,149
Face Value 5,573,879 5,627,149
Fair Value 5,230,714 5,248,132
As of March 1, 2002, the Partnership's FHA-Insured Loan was current with
respect to payment of principal and interest.
Results of Operations
- ---------------------
2001 versus 2000
- ----------------
Net earnings decreased slightly for 2001 as compared to 2000, primarily due
to a decrease in mortgage investment income, which was largely offset by an
increase in net gains on mortgage dispositions and a decrease in expenses, as
discussed below.
Mortgage investment income decreased for 2001 as compared to 2000, due to a
reduction in the mortgage base. The mortgage base decreased as a result of nine
mortgage dispositions with an aggregate principal balance of approximately $22
million, representing an approximate 31% decrease in the aggregate principal
balance of the total mortgage portfolio since February 2000.
Interest and other income decreased for 2001 as compared to 2000. This
decrease was primarily due to the timing of the temporary investment of proceeds
from mortgage prepayments.
Asset management fee expense decreased for 2001 as compared to 2000. This
decrease was due to the reduction in the mortgage base, as previously discussed.
General and administrative expenses decreased for 2001 as compared to 2000,
primarily due to a decrease in legal expense related to the litigation of the
mortgage on Water's Edge of New Jersey, which was settled in 2001.
Realized gains on mortgage dispositions increased for 2001 as compared to
2000. During 2001, the Partnership recognized gains of approximately $403,000
from the prepayment of the mortgages on Silver Lake Plaza Apartments, Holton
Manor, Lorenzo Carolina Apartments, Beauvoir Manor Apartments and Woodcrest
Townhomes; and a gain of approximately $822,000 on the disposition of the
mortgage on St. Charles Place - Phase II, a delinquent mortgage coinsured by a
third party, Patrician. This compares to gains recognized in 2000 of
approximately $387,000 related to the prepayment of the mortgages on Linville
Manor, Park Avenue Plaza, Lioncrest Towers Apartments and Kingsway Apartments.
Adjustment to provision for loss increased for 2001 as compared to 2000.
The Partnership recognized an additional loss of approximately $315,000 on the
disposition of the mortgage on Water's Edge of New Jersey, as previously
discussed.
12
2000 versus 1999
- ----------------
Net earnings decreased for 2000 as compared to 1999, primarily due to a
decrease in mortgage investment income caused by the reduction in the mortgage
asset base and a reduction in net gains on mortgage dispositions.
Mortgage investment income decreased for 2000 as compared to 1999, due to a
reduction in the mortgage base. The mortgage base decreased as a result of ten
mortgage dispositions with an aggregate principal balance of approximately $47
million, representing an approximate 43% decrease in the aggregate principal
balance of the total mortgage portfolio, since March 1999.
Interest and other income decreased for 2000 as compared to 1999. This
decrease was primarily due to the timing of the temporary investment of proceeds
from mortgage prepayments.
Asset management fee expense decreased for 2000 as compared to 1999. This
decrease was due to the reduction in the mortgage base, primarily due to
mortgage prepayments as previously discussed.
General and administrative expenses increased for 2000 as compared to 1999.
This increase was primarily due to the legal fees related to the ongoing
litigation related to Water's Edge of New Jersey as previously discussed.
Net realized gains on mortgage dispositions decreased for 2000 as compared
to 1999. Gains or losses on mortgage dispositions are based on the number,
carrying amounts and proceeds of mortgage investments disposed of during the
period. During 2000, the Partnership recognized gains of approximately $387,000
related to the prepayment of the mortgages on Linville Manor, Park Avenue Plaza,
Lioncrest Towers Apartments and Kingsway Apartments. This compares to gains
recognized in 1999 of approximately $1 million related to the prepayment of the
mortgages on Seven Spring Apartments, The Breakers at Golf Mill, Oak Grove
Apartments, and Heather Ridge.
Liquidity and Capital Resources
- -------------------------------
On October 5, 1998, CRIIMI MAE, the parent of the General Partner, and
CRIIMI MAE Management, Inc., an affiliate of CRIIMI MAE and provider of
personnel and administrative services to the Partnership, filed voluntary
petitions for relief under chapter 11 of title 11 of the United States Code (the
"Bankruptcy Code"). On November 22, 2000, the United States Bankruptcy Court for
the District of Maryland, in Greenbelt, Maryland (the "Bankruptcy Court")
confirmed CRIIMI MAE's and CRIIMI MAE Management, Inc.'s reorganization plan. On
April 17, 2001, CRIIMI MAE and CRIIMI MAE Management, Inc. emerged from
bankruptcy.
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 are the Partnership's principal sources of cash flows and
were sufficient during the years ended December 31, 2001, 2000 and 1999 to meet
operating requirements. The Partnership anticipates its cash flows to be
sufficient to meet operating expense requirements for 2002.
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 after paying all
expenses of the Partnership. Although the Insured Mortgages yield a fixed
monthly mortgage payment once purchased, the cash distributions paid to the
Unitholders will vary during each quarter
13
due to (1) the fluctuating yields in the short-term money market where the
monthly mortgage payment receipts are temporarily invested prior to the payment
of quarterly distributions, (2) the reduction in the asset base, resulting from
monthly mortgage payment receipts or mortgage dispositions, (3) variations in
the cash flow attributable to the delinquency or default of Insured Mortgages,
and professional fees and foreclosure costs incurred in connection with those
Insured Mortgages and (4) variations in the Partnership's operating expenses.
Since the Partnership is obligated to distribute the proceeds of mortgage
prepayments, sales and insurance on 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 amount of the Insured Mortgages, which are prepaid, sold or assigned
for insurance proceeds.
Cash flow - 2001 versus 2000
- ----------------------------
Net cash provided by operating activities decreased for 2001 as compared to
2000. This decrease is primarily due to the decrease in mortgage base. The
change in accounts payable and accrued expenses is primarily due to the payment
of legal expenses related to the Water's Edge of New Jersey litigation, as
discussed previously.
Net cash provided by investing activities increased for 2001 as compared to
2000. This increase is primarily due to: (1) proceeds received from Patrician
for the disposition of the delinquent mortgage on St. Charles Place - Phase II;
(2) proceeds received from Greystone as a result of the settlement of Water's
Edge of New Jersey litigation; and (3) an increase in the receipt of proceeds
from mortgage dispositions. These increases were slightly offset by a decrease
in scheduled principal payments as a result of the reduction in mortgage base.
Net cash used in financing activities increased for 2001 as compared to
2000, due to an increase in the amount of distributions paid to partners during
2001, as compared to the same period in 2000. The increase in distributions is
due to an increase in investing activities, as discussed above.
Cash flow - 2000 versus 1999
- ----------------------------
Net cash provided by operating activities decreased for 2000 as compared to
1999, primarily due to the decrease in mortgage base, as discussed previously.
Net cash provided by investing activities decreased for 2000 as compared to
1999, primarily due to a reduction in proceeds from mortgage dispositions.
Net cash used in financing activities decreased for 2000 as compared to
1999, due to a decrease in the amount of distributions paid to partners during
2000, as compared to the same period in 1999.
14
PART II
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership's principal market risk is exposure to changes in interest
rates in the U.S. Treasury market, which coupled with the related spread to
treasury investors required for the Partnership's Insured Mortgages, will cause
fluctuations in the market value of the Partnership's assets.
The table below provides information about the Partnership's Insured
Mortgages, all of which were entered into for purposes other than trading. The
table presents anticipated principal and interest cash flows based upon the
assumptions used in determining the fair value of these securities and the
related weighted average interest rates by expected maturity.
2002 2003 2004 2005 2006 Thereafter Total Fair Value
---- ---- ---- ---- ---- ---------- ----- ----------
Insured Mortgages
(in millions) $ 7.3 $ 6.7 $ 7.8 $ 7.6 $ 6.9 $35.1 $71.4 $46.0
Average Interest Rate 7.91% 7.92% 7.94% 7.91% 7.88% 8.10% 7.94% --
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is set forth in this Annual Report on
Form 10-K commencing on page 23.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES
None.
15
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a),(b),(c),(e)
The Partnership has no officers or directors. CRIIMI, Inc. holds a general
partnership interest of 4.9%. The affairs of the Partnership are managed by the
General Partner, which is wholly owned by CRIIMI MAE, a corporation whose shares
are listed on the New York Stock Exchange.
The general partner of the Advisor is AIM Acquisition and the limited
partners include, but are not limited to, AIM Acquisition, The Goldman Sachs
Group, L.P., Sun America Investments, Inc. (successor to Broad, Inc.) and
CRI/AIM Investment, L.P., an affiliate of CRIIMI MAE. AIM Acquisition is a
Delaware corporation that is primarily owned by Sun America Investments, Inc.
and The Goldman Sachs Group, L.P. 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, including
but not limited to the disposition of mortgages, any transaction or agreement
with the General Partner or its affiliates, or any material change as to
policies regarding distributions or reserves of the Partnership. CMSLP, an
affiliate of CRIIMI MAE, manages the Partnership's portfolio, pursuant to the
Sub-Advisory Agreement. The general partner of CMSLP is CMSLP Management
Company, Inc., a wholly-owned subsidiary of CRIIMI MAE.
The General Partner is also the general partner of AIM 84, AIM 85 and AIM
86, limited partnerships with investment objectives similar to those of the
Partnership.
The following table sets forth information concerning the executive
officers and directors of CRIIMI MAE, the sole shareholder of the General
Partner, as of February 19, 2002:
Name Age Position
---- --- --------
William B. Dockser 64 Chairman of the Board
H. William Willoughby 55 President, Secretary and Director
David B. Iannarone 41 Executive Vice President
Cynthia O. Azzara 42 Senior Vice President,
Chief Financial Officer and
Treasurer
Brian L. Hanson 40 Senior Vice President
John R. Cooper 54 Director
Alan M. Jacobs 53 Director
Robert J. Merrick 56 Director
Robert E. Woods 54 Director
16
William B. Dockser has served as Chairman of the Board of the General
Partner since 1991. Mr. Dockser has been Chairman of the Board of CRIIMI MAE
since 1989. Mr. Dockser is also the founder of C.R.I., Inc. ("CRI"), serving as
its Chairman of the Board since 1974.
H. William Willoughby has served as President and Secretary of the General
Partner since 1991. Mr. Willoughby has been President of CRIIMI MAE since 1990
and a Director and Secretary of CRIIMI MAE since 1989. Mr. Willoughby has been a
director of CRI since 1974, Secretary of CRI from 1974 to 1990 and President of
CRI since 1990.
David B. Iannarone has served as Executive Vice President of the General
Partner since December 2000. Mr. Iannarone has served as Executive Vice
President of CRIIMI MAE since December 2000; as Senior Vice President and
General Counsel of CRIIMI MAE from March 1998 to December 2000; and as Vice
President and General Counsel of CRIIMI MAE from July 1996 to March 1998.
Cynthia O. Azzara has served as Chief Financial Officer of the General
Partner since 1994. Ms. Azzara has served as Chief Financial Officer of CRIIMI
MAE since 1994. She has also served as Senior Vice President of CRIIMI MAE since
1995 and Treasurer of CRIIMI MAE since 1997.
Brian L. Hanson has served as Senior Vice President of the General Partner
since March 1998. Mr. Hanson has served as Senior Vice President of CRIIMI MAE
since March 1998; and as Group Vice President of CRIIMI MAE from March 1996 to
March 1998.
John R. Cooper has served as Director of the General Partner since April
2001. Mr. Cooper has served as Director of CRIIMI MAE since April 2001. Mr.
Cooper is Senior Vice President, Finance, of PG&E National Energy Group, Inc. He
has been with PG&E National Energy Group, Inc. and its predecessor, U.S.
Generating Company, since its inception in 1989.
Alan M. Jacobs has served as Director of the General Partner since April
2001. Mr. Jacobs has served as Director of CRIIMI MAE since April 2001;
President of AMJ Advisors LLC, since September 1999; and founding member and
Senior Partner of Ernst and Young LLP's restructuring and reorganization
practice through September 1999. Mr. Jacobs is the Plan Administrator and
Litigation Trust Trustee for T&W Financial Corporation, the Chapter 11 Trustee
for Apponline.com, Inc., the Chapter 11 Trustee for Sharp International Corp.,
the Chapter 7 Trustee for Edison Brothers Stores, Inc. and was formerly the
co-chairman and co-chief executive officer of West Coast Entertainment
Corporation. Mr. Jacobs serves as a director of The Singer Sewing Company. Mr.
Jacobs was an executive officer of West Coast Entertainment Corporation at the
time such corporation filed a petition under the federal bankruptcy laws in
March 2000.
Robert J. Merrick has served as Director of the General Partner since 1997.
Mr. Merrick has served as Director of CRIIMI MAE since 1997; Chief Credit
Officer and Director of MCG Capital Corporation since February 1998; Executive
Vice President from 1985 and Chief Credit Officer of Signet Banking Corporation
through 1997, also served as Chairman of the Credit Policy Committee and member
of the Asset and Liability Committee and Management Committee.
Robert E. Woods has served as Director of the General Partner since 1998.
Mr. Woods has served as Director of CRIIMI MAE since 1998; Managing Director and
Head of Loan Syndications for the Americas at Societe Generale, New York since
1997; Managing Director, Head of Real Estate Capital Markets and Mortgage-Backed
Securities division, Citicorp from 1991 to 1997.
17
(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) Section 16(a) Beneficial Ownership Reporting Compliance - Based solely
on its review of Forms 3, 4, and 5 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, 2001.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership does not have any directors or officers. None of the
directors or officers of the General Partner receive compensation from the
Partnership, and the General Partner does not receive reimbursement from the
Partnership for any portion of their salaries. Other information required by
Item 11 is hereby incorporated by reference herein to Note 7 of the Notes to
Financial Statements of the Partnership.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) As of February 19, 2002, 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.
(b) The following table sets forth certain information regarding the beneficial
ownership of the Partnership's Units as of February 19, 2002 by each
director of the General Partner, each Named Executive Officer of the
General Partner, and by affiliates of the Partnership. Unless otherwise
indicated, each Unitholder has sole voting and investment power with
respect to the Units beneficially owned.
Amount and Nature
of Units Percentage of Units
Name Beneficially Owned Outstanding
- ---- ------------------ -----------
William B. Dockser 3,000 *
CRIIMI MAE 744 *
* Less than 1%
(c) There are no arrangements known to the Partnership, the operation of which
may at any subsequent date result in a change in control of the
Partnership.
18
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) Transactions with management and others.
Note 7 of the Notes to Financial Statements of the Partnership which
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 hereby incorporated by
reference herein.
(b) Certain business relationships.
Other than as set forth in Item 11 of this Annual Report on Form 10-K which
is hereby incorporated by reference herein, the Partnership has no business
relationship with entities of which the current General Partner of the
Partnership are officers, directors or equity owners.
(c) Indebtedness of management.
None.
(d) Transactions with promoters.
Not applicable.
19
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, 2001 and 2000.............................................................25
Statements of Income and Comprehensive Income for the years ended December 31, 2001,
2000 and 1999............................................................................................26
Statements of Changes in Partners' Equity for the years ended December 31, 2001, 2000
and 1999................................................................................................27
Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999...............................28
Notes to Financial Statements...............................................................................29
(a)(2) Financial Statement Schedules:
IV - Mortgage Loans on Real Estate.................................................................40
All other schedules have been omitted because they are not applicable, not
required, or the information is included in the Financial Statements or Notes
thereto.
(a)(3) Exhibits:
3.0 Certificate of Limited Partnership is incorporated by reference to
Exhibit 4(a) to Amendment No. 1 to the Partnership's Registration
Statement on Form S-11 (No. 33-12479) filed with the Commission on
June 10, 1987.
4.0 Agreement of Limited Partnership, incorporated by reference to Exhibit
3 to the Post-Effective Amendment No. 1 to the Partnership's
Registration Statement on Form S-11 (No. 33-12479) filed with the
Commission on March 8, 1988 (such Amendment is referred to hereinbelow
as Post-Effective Amendment No.1).
4.1 Material Amendments to Agreement of Limited Partnership are
incorporated by reference to Exhibit 3(a) to Post-Effective Amendment
No.1.
4.2 Amendment to the Amended and Restated Agreement of Limited Partnership
of the Partnership dated February 12, 1990.
10.0 Escrow Agreement is incorporated by reference to Exhibit 10(a) to the
Partnership's Annual Report on Form 10-K for the year ended December
31, 1987.
10.1 Origination and Acquisition Services Agreement is incorporated by
reference to Exhibit 10(b) to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1987.
10.2 Management Services Agreement is incorporated by reference to Exhibit
10(c) to the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1987.
20
10.3 Disposition Services Agreement is incorporated by reference to Exhibit
10(d) to the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1987.
10.4 Agreement among the former managing general partner, the former
associate general partner and Integrated Resources, Inc. is
incorporated by reference to Exhibit 10(e) to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1987.
10.5 Reinvestment Plan is incorporated by reference to Exhibit 10(f) to
Post- Effective Amendment No. 1.
10.6 Mortgagor-Participant Agreement, Mortgage Assignment of Rents and
Security Agreement and Mortgage Note with respect to The Breakers
(sometimes also referred to as the Niles Senior Lifestyle Community)
is incorporated by reference to Exhibit 10(g) to Post-Effective
Amendment No. 1.
10.7 Mortgagor-Mortgagee Agreement, Mortgage Note and Mortgage with respect
to the Arlington development is incorporated by reference to Exhibit
10(h) to Post-Effective Amendment No. 1.
10.8 Pages A-1 - A-5 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.
10.9 Purchase Agreement among AIM Acquisition, the former managing general
partner, the former corporate general partner, IFI and Integrated
dated as of December 13, 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.
10.10 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 March
1, 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.
10.11 Amendments to partnership agreement dated August 13, 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.
10.12 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(e) the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1992.
10.13 Expense Reimbursement Agreement by Integrated Funding Inc. and the
AIM Funds, effective December 31, 1992, incorporated by reference to
Exhibit 28(f) to the Partnership's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993.
10.14 Non-negotiable promissory note from American Insured Mortgage
Investors L.P. - Series 85 in the amount of $319,074.67 dated April 1,
1994, incorporated by reference to Exhibit 10(p) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1994.
10.15 Non-negotiable promissory note from American Insured Mortgage
Investors L.P. - Series 86 in the amount of $478,612.00 dated April 1,
1994, incorporated by reference to Exhibit 10(q) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1994.
10.16 Amendment to Reimbursement Agreement by Integrated Funding, Inc. and
the AIM Funds, effective April 1, 1994, incorporated by reference to
Exhibit 10(r) to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1994.
21
10.17 Second Amendment to Reimbursement Agreement by Integrated Funding,
Inc. and the AIM Funds, effective April 1, 1997, incorporated by
reference to Exhibit 10.17 to the Partnership's Annual Report on Form
10-K for the year ended December 31, 1997.
10.18 Non-negotiable promissory note from American Insured Mortgage
Investors, L.P. - Series 86, in the amount of $658,486 dated April 1,
1997, incorporated by reference to Exhibit 10.18 to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1997.
10.19 Amendment No. 3 to Reimbursement Agreement by Integrated Funding,
Inc. and the AIM Funds, effective January 1, 2000, incorporated by
reference to exhibit 10.19 to the Partnership's Annual Report on Form
10-K for the year ended December 31, 2000.
10.20 Amendment No. 4 to Reimbursement Agreement by Integrated Funding,
Inc. and the AIM Funds, effective January 1, 2001 (filed herewith).
99.0 Letter to Securities and Exchange Commission from the Partnership
dated March 20, 2002 regarding the representations received from
Arthur Andersen LLP in performing the audit of the December 31, 2001
financial statements (filed herewith).
(b) Reports on Form 8-K filed during the last quarter of the fiscal year: None.
All other items are not applicable.
22
SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William B. Dockser and H. William
Willoughby, jointly and severally, his attorney-in-fact, each with the power of
substitution for him in any and all capacities, to sign any amendments to this
Annual Report on Form 10-K and to file the same with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
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 L.P. - SERIES 88
(Registrant)
By: CRIIMI, Inc.
General Partner
March 12, 2002 /s/ William B. Dockser
- -------------- ---------------------------------
DATE William B. Dockser
Chairman of the Board
March 12, 2002 /s/ H. William Willoughby
- -------------- ---------------------------------
DATE H. William Willoughby
President, Secretary and Director
March 15, 2002 /s/ Cynthia O. Azzara
- -------------- ---------------------------------
DATE Cynthia O. Azzara
Senior Vice President,
Chief Financial Officer and
Treasurer
March 12, 2002 /s/ John R. Cooper
- -------------- ---------------------------------
DATE John R. Cooper
Director
March 12, 2002 /s/ Alan M. Jacobs
- -------------- ---------------------------------
DATE Alan M. Jacobs
Director
March 14, 2002 /s/ Robert J. Merrick
- -------------- ---------------------------------
DATE Robert J. Merrick
Director
March 11, 2002 /s/ Robert E. Woods
- -------------- ---------------------------------
DATE Robert E. Woods
Director
23
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
Financial Statements
as of December 31, 2001 and 2000
and for the Years Ended
December 31, 2001, 2000 and 1999
24
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of American Insured Mortgage Investors L.P. - Series 88:
We have audited the accompanying balance sheets of American Insured
Mortgage Investors L.P. - Series 88 (the "Partnership") as of December 31, 2001
and 2000, and the related statements of income and comprehensive income, changes
in partners' equity and cash flows for the years ended December 31, 2001, 2000
and 1999. 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 auditing standards generally
accepted in the United States. 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, 2001 and 2000, and the results of its operations and its cash flows
for the years ended December 31, 2001, 2000 and 1999, in conformity with
accounting principles generally accepted in the United States.
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, 2001 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.
/s/Arthur Andersen LLP
Vienna, Virginia
March 4, 2002
25
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
BALANCE SHEETS
December 31, December 31,
2001 2000
------------ ------------
ASSETS
Investment in FHA-Insured Certificates and GNMA
Mortgage-Backed Securities, at fair value:
Acquired insured mortgages $ 32,300,617 $ 44,649,442
Originated insured mortgages 8,473,167 8,492,111
------------ ------------
40,773,784 53,141,553
Investment in FHA-Insured Loans, at amortized cost,
net of unamortized discount and premium:
Originated insured mortgages 5,573,879 5,627,149
Cash and cash equivalents 5,626,184 7,605,734
Investment in affiliate 1,789,536 1,854,261
Receivables and other assets 365,767 3,059,412
------------ ------------
Total assets $ 54,129,150 $ 71,288,109
============ ============
LIABILITIES AND PARTNERS' EQUITY
Distributions payable $ 5,784,760 $ 7,774,718
Accounts payable and accrued expenses 129,533 382,663
------------ ------------
Total liabilities 5,914,293 8,157,381
------------ ------------
Partners' equity:
Limited partners' equity, 15,000,000 Units authorized,
8,802,091 Units issued and outstanding 55,338,877 69,011,402
General partner's deficit (6,286,695) (5,582,223)
Less: Repurchased Limited Partnership
Units - 50,000 Units (618,750) (618,750)
Accumulated other comprehensive (loss) income (218,575) 320,299
------------ ------------
Total Partners' equity 48,214,857 63,130,728
------------ ------------
Total liabilities and partners' equity $ 54,129,150 $ 71,288,109
============ ============
The accompanying notes are an integral part
of these financial statements.
26
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the years ended December 31,
2001 2000 1999
---------- ---------- ----------
Income:
Mortgage investment income $4,205,728 $5,276,523 $6,848,840
Interest and other income 182,126 224,751 444,944
---------- ---------- ----------
4,387,854 5,501,274 7,293,784
---------- ---------- ----------
Expenses:
Asset management fee to related parties 565,368 712,869 942,910
General and administrative 181,816 437,036 369,751
---------- ---------- ----------
747,184 1,149,905 1,312,661
---------- ---------- ----------
Earnings before gains (losses) on
mortgage dispositions 3,640,670 4,351,369 5,981,123
Net gains on mortgage dispositions 1,225,250 386,654 1,072,167
Adjustment to provision for loss (315,155) - -
---------- ---------- ----------
Net earnings $4,550,765 $4,738,023 $7,053,290
========== ========== ==========
Other comprehensive (loss) income (538,874) 1,165,618 (960,003)
---------- ---------- ----------
Comprehensive income $4,011,891 $5,903,641 $6,093,287
========== ========== ==========
Net earnings allocated to:
Limited partners - 95.1% $4,327,778 $4,505,860 $6,707,679
General Partner - 4.9% 222,987 232,163 345,611
---------- ---------- ----------
$4,550,765 $4,738,023 $7,053,290
========== ========== ==========
Net earnings per Limited Partnership
Unit outstanding - Basic $ 0.49 $ 0.51 $ 0.76
========== ========== ==========
The accompanying notes are an integral part
of these financial statements.
27
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
STATEMENTS OF CHANGES IN PARTNERS' EQUITY
For the years ended December 31, 2001, 2000 and 1999
Repurchased Accumulated
Limited Other Total
General Limited Partnership Comprehensive Partners'
Partner Partners Units Income(Loss) Equity
------------ ------------ ------------ ------------ ------------
Balance, January 1, 1999 $ (3,057,885) $118,004,167 $ (618,750) $ 114,684 $114,442,216
Net Earnings 345,611 6,707,679 - - 7,053,290
Adjustment to unrealized gains (losses)
on investments in insured mortgages - - - (960,003) (960,003)
Distributions paid or accrued of $5.06
per Unit, including return of capital
of $4.30 per Unit (2,294,837) (44,538,582) - - (46,833,419)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 1999 (5,007,111) 80,173,264 (618,750) (845,319) 73,702,084
Net Earnings 232,163 4,505,860 - - 4,738,023
Adjustment to unrealized gains (losses) on
investments in insured mortgages - - - 1,165,618 1,165,618
Distributions paid or accrued of $1.78
per Unit, including return of capital of
$1.27 per Unit (807,275) (15,667,722) - - (16,474,997)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2000 (5,582,223) 69,011,402 (618,750) 320,299 63,130,728
Net Earnings 222,987 4,327,778 - - 4,550,765
Adjustment to unrealized gains (losses) on
investments in insured mortgages - - - (538,874) (538,874)
Distributions paid or accrued of $2.045
per Unit, including return of capital of
$1.555 per Unit (927,459) (18,000,303) - - (18,927,762)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2001 $ (6,286,695) $ 55,338,877 $ (618,750) $ (218,575) $ 48,214,857
============ ============ ============ ============ ============
Limited Partnership Units outstanding -
basic, as of December 31, 2001, 2000,
and 1999 8,802,091
=========
The accompanying notes are an integral part
of these financial statements.
28
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
STATEMENTS OF CASH FLOWS
For the years ended December 31,
2001 2000 1999
----------- ----------- -----------
Cash flows from operating activities:
Net earnings $ 4,550,765 $ 4,738,023 $ 7,053,290
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Gain on mortgage dispositions (1,225,250) (386,654) (1,072,589)
Adjustment to provision for loss 315,155 - 422
Changes in assets and liabilities:
Decrease in investment in affiliate 28,489 42,360 63,125
Decrease in receivables and other assets 109,205 154,071 132,524
(Decrease) increase in accounts payable and accrued expenses (429,545) 256,015 48,919
----------- ----------- -----------
Net cash provided by operating activities 3,348,819 4,803,815 6,225,691
----------- ----------- -----------
Cash flows provided by investing activities:
Proceeds from dispositions of Insured mortgages 11,697,541 11,008,711 35,966,462
Proceeds received from Greystone, related to the mortgage
on Water's Edge of New Jersey 1,026,921 - -
Proceeds received from Patrician, related to the mortgage
on St. Charles Place-Phase II 2,241,218 - -
Receipt of mortgage principal from scheduled payments 623,671 707,084 847,024
----------- ----------- -----------
Net cash provided by investing activities 15,589,351 11,715,795 36,813,486
----------- ----------- -----------
Cash flows used in financing activities:
Distributions paid to partners (20,917,720) (18,326,120) (39,151,257)
----------- ----------- -----------
Net (decrease) increase in cash and cash equivalents (1,979,550) (1,806,510) 3,887,920
Cash and cash equivalents, beginning of year 7,605,734 9,412,244 5,524,324
----------- ----------- -----------
Cash and cash equivalents, end of year $ 5,626,184 $ 7,605,734 $ 9,412,244
=========== =========== ===========
Non cash investing activity:
Increased receivable due from Patrician as a result of the foreclosure and
sale of the property underlying the mortgage on St. Charles Place-Phase II $ - $ - $ 706,765
=========== =========== ===========
The accompanying notes are an integral part
of these financial statements.
29
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
American Insured Mortgage Investors L.P. - Series 88 (the "Partnership")
was formed under the Uniform Limited Partnership Act of the state of Delaware on
February 13, 1987.
CRIIMI, Inc. (the "General Partner") holds a partnership interest of 4.9%
and is a wholly owned subsidiary of CRIIMI MAE Inc. ("CRIIMI MAE"). 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., Sun America Investments, Inc.,
(successor to Broad, Inc.) and CRI/AIM Investment, L.P., an affiliate of CRIIMI
MAE. AIM Acquisition is a Delaware corporation that is primarily owned by Sun
America Investments, Inc. and The Goldman Sachs Group, L.P.
Under the Advisory Agreement, the Advisor will render services to the
Partnership, including but not limited to, the management of the Partnership's
portfolio of mortgages and the disposition of the Partnership's mortgages. Such
services will be subject to the review and ultimate authority of the General
Partner. However, the General Partner is required to receive the consent of the
Advisor prior to taking certain significant actions, including but not limited
to the disposition of mortgages, any transaction or agreement with the General
Partner or its affiliates, or any material change as to policies regarding
distributions or reserves of the Partnership. The Advisor is permitted to
delegate the performance of services pursuant to a sub-advisory agreement (the
"Sub-Advisory Agreement"). The delegation of such services will not relieve the
Advisor of its obligation to perform such services. CRIIMI MAE Services Limited
Partnership ("CMSLP"), an affiliate of CRIIMI MAE, manages the Partnership's
portfolio, pursuant to the Sub-Advisory Agreement. The general partner of CMSLP
is CMSLP Management Company, Inc., a wholly-owned subsidiary of CRIIMI MAE.
Prior to the expiration of the Partnership's reinvestment period in
December 1996, 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 or guaranteed,
in whole or in part, by the Federal Housing Administration ("FHA") under section
221(d)(4) or section 231 of the National Housing Act of 1937, as amended (the
"National Housing Act"). The Partnership is a liquidating partnership and as it
continues to liquidate its mortgage investments and investors receive
distributions of return of capital and taxable gains, investors should expect a
reduction in earnings and distributions due to the decreasing mortgage base. The
partnership agreement states that the Partnership will terminate on December 31,
2021, unless previously terminated under the provisions of the partnership
agreement.
On October 5, 1998, CRIIMI MAE, the parent of the General Partner, and
CRIIMI MAE Management, Inc., an affiliate of CRIIMI MAE and provider of
personnel and administrative services to the Partnership, filed voluntary
petitions for relief under chapter 11 of title 11 of the United States Code (the
"Bankruptcy Code"). On November 22, 2000, the United States Bankruptcy Court for
the District of Maryland, in Greenbelt, Maryland (the "Bankruptcy Court")
confirmed CRIIMI MAE's and CRIIMI MAE Management, Inc.'s reorganization plan. On
April 17, 2001, CRIIMI MAE and CRIIMI MAE Management, Inc. emerged from
bankruptcy.
30
2. SIGNIFICANT ACCOUNTING POLICIES
Method of Accounting
- --------------------
The Partnership's financial statements are prepared on the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States ("GAAP"). The preparation of financial statements in conformity
with GAAP 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 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 FHA programs
("FHA-Insured Certificates"), mortgage-backed securities guaranteed by GNMA
("GNMA Mortgage-Backed Securities") and FHA-insured mortgage loans ("FHA-Insured
Loans"). The mortgages underlying the FHA-Insured Certificates, GNMA
Mortgage-Backed Securities and FHA-Insured Loans are non-recourse first liens on
multifamily residential developments.
Payments of principal and interest on FHA-Insured Certificates and
FHA-Insured Loans are insured by the United States Department of Housing and
Urban Development ("HUD") pursuant to Title 2 of the National Housing Act.
Payments of principal and interest on GNMA Mortgage-Backed Securities are
guaranteed by GNMA pursuant to Title 3 of the National Housing Act.
As of December 31, 2001, the weighted average remaining term of the
Partnership's investments in GNMA Mortgage-Backed Securities and FHA-Insured
Certificates is approximately 25 years. However, the partnership agreement
states that the Partnership will terminate in approximately 20 years, on
December 31, 2021, 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 investment in GNMA Mortgage-Backed
Securities and FHA-Insured Certificates, the Partnership does not have the
ability or intent, at this time, to hold these investments to maturity.
Consequently, the General Partner believes that the Partnership's investments in
GNMA Mortgage-Backed Securities and FHA-Insured Certificates should be included
in the available for sale category. Although the Partnership's investments in
GNMA Mortgage-Backed Securities and FHA-Insured Certificates are classified as
available for sale for financial statement purposes, the General Partner does
not intend to voluntarily sell these assets other than those which may be sold
as a result of a default.
In connection with this classification, as of December 31, 2001 and 2000,
the Partnership's investments in GNMA Mortgage-Backed Securities and FHA-Insured
Certificates are recorded at fair value, with the net unrealized gains and
losses on these assets reported as other comprehensive income (loss) and as a
separate component of partners' equity. Subsequent increases or decreases in the
fair value of GNMA Mortgage-Backed Securities and FHA-Insured Certificates,
classified as available for sale, will be included in other comprehensive income
(loss) and as a separate component of partners' equity. Realized gains and
losses on GNMA Mortgage-Backed Securities and FHA-Insured Certificates,
classified as available for sale, will continue to be reported in earnings.
As of December 31, 2001 and 2000, Investment in FHA-Insured Loan is
recorded at amortized cost.
31
The amortized cost of the investments in GNMA Mortgage-Backed Securities,
FHA-Insured Certificates and FHA-Insured Loan is adjusted for amortization of
discounts and premiums to maturity. Such amortization is included in mortgage
investment income.
Gains from dispositions of mortgage investments are recognized upon the
receipt of cash or HUD 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 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 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 Insured Mortgage and the loss of
approximately 30 days accrued interest.
Cash and Cash Equivalents
- -------------------------
Cash and cash equivalents consist of money market funds, time and demand
deposits, commercial paper, and repurchase agreements with original maturities
of three months or less.
Investment in affiliate
- -----------------------
Investment in affiliate represents an investment in Integrated Funding,
Inc. ("IFI"), an affiliate of the Partnership. This investment is accounted for
under the equity method which results in the original invested amount being
increased for the Partnership's share of income and decreased for the
Partnership's share of losses and distributions.
Income Taxes
- ------------
No provision has been made for Federal, state or local income taxes in the
accompanying statements of income and comprehensive income since they are
the responsibility of the Unitholders.
Statements of Cash Flows
- ------------------------
No cash payments were made for interest expense during the years ended
December 31, 2001, 2000, and 1999. Since the statements of cash flows are
intended to reflect only cash receipt and cash payment activity, the statements
of cash flows do not reflect operating activities that affect recognized assets
and liabilities while not resulting in cash receipts or cash payments.
Reclassifications
- -----------------
Certain prior year amounts have been reclassified to conform to the 2001
presentation.
32
3. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following estimated fair values of the Partnership's financial
instruments are presented in accordance with GAAP 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.
As of December 31, 2001 As of December 31, 2000
Amortized Fair Amortized Fair
Cost Value Cost Value
----------- ----------- ----------- -----------
Investment in FHA-Insured
Certificates and GNMA
Mortgage-Backed Securities:
Acquired Insured Mortgages $33,196,354 $32,300,617 $45,000,295 $44,649,442
Originated Insured Mortgages 7,747,039 8,473,167 7,808,228 8,492,111
----------- ----------- ----------- -----------
$40,943,393 $40,773,784 $52,808,523 $53,141,553
=========== =========== =========== ===========
Investment in FHA-Insured Loan:
Acquired Insured Mortgage $ 5,573,879 $ 5,230,714 $ 5,627,149 $ 5,248,132
=========== =========== =========== ===========
Cash and cash equivalents $ 5,626,184 $ 5,626,184 $ 7,605,734 $ 7,605,734
GNMA Mortgage-Backed Security
contributed to affiliate $ 1,807,729 $ 1,758,760 $ 1,838,504 $ 1,825,772
The following methods and assumptions were used to estimate the fair value
of each class of financial instrument:
Investment in FHA-Insured Certificates,
GNMA Mortgage-Backed Securities and FHA-Insured Loans
- -----------------------------------------------------
The fair value of the FHA-Insured Certificates, GNMA Mortgage-Backed
Securities and FHA-Insured Loans is priced internally. The Partnership used a
discounted cash flow methodology to estimate the fair value; the cash flows were
discounted using a discount rate that, in the Partnership's view, was
commensurate with the market's perception of risk and value. The Partnership
used a variety of sources to determine its discount rate including: (i)
institutionally-available research reports, and (ii) communications with dealers
and active insured mortgage security investors regarding the valuation of
comparable securities.
Cash and cash equivalents
- -------------------------
The carrying amount approximates fair value because of the short maturity
of these instruments.
33
4. COMPREHENSIVE INCOME
Comprehensive income includes net earnings as currently reported by the
Partnership adjusted for other comprehensive income. Other comprehensive income
for the Partnership consists of changes in unrealized gains and losses related
to the Partnership's mortgages accounted for as available for sale. The table
below breaks out other comprehensive income for the periods presented into the
following two categories: (1) the change to unrealized gains and losses that
relate to mortgages which were disposed of during the period with the resulting
realized gain or loss reflected in net earnings (reclassification adjustments)
and (2) the change in the unrealized gain or loss related to those investments
that were not disposed of during the period.
2001 2000 1999
---- ---- ----
Reclassification adjustment for (gains) losses
included in net income $ (61,266) $ 187,450 $ 1,577,427
Unrealized holding (losses) gains arising during
the period (477,608) 978,168 (2,537,430)
----------- ----------- -----------
Net adjustment to unrealized (losses) gains on mortgages $ (538,874) $ 1,165,618 $ (960,003)
=========== =========== ===========
5. INVESTMENT IN FHA-INSURED CERTIFICATES AND GNMA MORTGAGE-BACKED SECURITIES
The following is a discussion of the Partnership's insured mortgage
investments, along with the risks related to each type of investment:
Fully Insured Originated Insured Mortgages and Acquired Insured Mortgages
- -------------------------------------------------------------------------
Listed below is the Partnership's aggregate investment in Fully Insured
Mortgages as of December 31, 2001 and 2000:
2001 2000
------------ ------------
Number of:
GNMA Mortgage-Backed Securities(1)(2)(3)(4)(5)(6)(7) 13 18
FHA-Insured Certificates 1 1
Amortized Cost $ 33,196,354 $ 45,000,295
Face Value 33,067,185 44,953,069
Fair Value 32,300,617 44,649,442
(1) In January 2001, the mortgage on Silver Lake Plaza Apartments was prepaid.
The Partnership received net proceeds of approximately $5.2 million and
recognized a gain of approximately $83,000 for the year ended December 31,
2001. A distribution of approximately $0.56 per Unit related to the
prepayment of this mortgage was declared in February and paid to
Unitholders in May 2001.
(2) In February 2001, the mortgage on Holton Manor was prepaid. The Partnership
received net proceeds of approximately $1.0 million and recognized a gain
of approximately $36,000 for the year ended December 31, 2001. A
distribution of approximately $0.10 per Unit related to the prepayment of
this mortgage was declared in March and paid to Unitholders in May 2001.
(3) In August 2001, the mortgage on Lorenzo Carolina Apartments was prepaid.
The Partnership received net proceeds of approximately $1.0 million and
recognized a gain of approximately $42,000 for the year ended December 31,
2001. A distribution of approximately $0.11 per Unit related to the
prepayment of this mortgage was declared in September and paid to
Unitholders in November 2001.
(4) In October 2001, the mortgage on Beauvoir Manor Apartments was prepaid. The
Partnership received net proceeds of approximately $1.3 million and
recognized a gain of approximately $108,000 for the year ended December 31,
2001. A distribution of approximately $0.14 per Unit related to the
prepayment of this mortgage was declared in October 2001 and paid to
Unitholders in February 2002.
(5) In November 2001, the mortgage on Woodcrest Townhomes was prepaid. The
Partnership received net proceeds of approximately $3.2 million and a
recognized a gain of approximately $134,000 for the year ended December 31,
2001. A distribution of approximately $0.34 per Unit related to the
prepayment of this mortgage was declared in December 2001 and paid to
Unitholders in February 2002.
34
(6) In January 2002, the mortgage on Orchard Creek Apartments was prepaid. The
Partnership received net proceeds of approximately $1.3 million and expects
to recognize a gain of approximately $33,000 in 2002. A distribution of
approximately $0.14 per Unit related to the prepayment of this mortgage was
declared in February 2002 and is expected to be paid to Unitholders in May
2002.
(7) In February 2002, the mortgage on Westview Terrace Apartments was prepaid.
The Partnership received net proceeds of approximately $1.2 million and
expects to recognize a gain of approximately $49,000 in 2002. A
distribution of approximately $0.12 per Unit related to the prepayment of
this mortgage is expected to be declared in March 2002 and paid to
Unitholders in May 2002.
As of March 1, 2002, all of the Partnership's fully insured mortgage
investments are current with respect to the payment of principal and interest.
In February 1996, the General Partner instructed the servicer for the
mortgage on Water's Edge of New Jersey, a fully insured acquired construction
loan, to file a Notice of Default and an Election to Assign the mortgage with
HUD. The property underlying this construction loan was a nursing home located
in Trenton, New Jersey. As of January 31, 1997, the Partnership had received
approximately $10.2 million of the assignment proceeds, including partial
repayment of the outstanding principal and accrued interest. HUD had disallowed
approximately $1.65 million of the assignment claim. The General Partner
retained counsel in this matter and pursued litigation against the loan
servicer, Greystone Servicing Corporation, Inc. ("Greystone"), for the amount
disallowed by HUD. On July 30, 1998, the Partnership filed a Motion for
Judgement against Greystone in the Circuit Court of Fauquier County, Virginia.
On June 1, 2001, a jury rendered a verdict in favor of the Partnership and
against Greystone in the amount of approximately $780,000. On August 17, 2001,
the Partnership received this amount plus accrued interest of approximately
$9,000. A distribution of approximately $0.09 per Unit related to this court
order was declared in September 2001 and paid to Unitholders in November 2001.
In September 2001, the Partnership and Greystone agreed on a final settlement of
approximately $238,000 for reimbursement of legal fees, to the Partnership. This
amount was received on October 4, 2001. A distribution of approximately $0.03
per Unit related to the reimbursement of legal fees was declared in October 2001
and paid to Unitholders in February 2002. During the year ended December 31,
2001, the Partnership incurred a loss of approximately $315,000 related to this
litigation. This loss includes legal fees incurred from April 1 through December
31, 2001, of approximately $199,000. As of December 31, 2001, the Partnership
has recognized aggregate losses of approximately $894,000 related to the
disposition of the mortgage on Water's Edge of New Jersey, which includes losses
recognized in 1996, 1997 and 2001.
Coinsured FHA-Insured Certificate
- ---------------------------------
Under the HUD coinsurance program, both HUD and the coinsurance lender are
responsible for paying a portion of the insurance benefits if a mortgagor
defaults and the sale of the development collateralizing the mortgage produces
insufficient net proceeds to repay the mortgage obligation. In such cases, the
coinsurance lender will be liable to the Partnership for the first part of such
loss in an amount up to 5% of the outstanding principal balance of the mortgage
as of the date foreclosure proceedings are instituted or the deed is acquired in
lieu of foreclosure. For any loss greater than 5% of the outstanding principal
balance, the responsibility for paying the insurance benefits will be borne on a
pro-rata basis, 85% by HUD and 15% by the coinsurance lender.
While the Partnership is due payment of all amounts owed under the
mortgage, the coinsurance lender is responsible for the timely payment of
principal and interest to the Partnership. The coinsurance lender is prohibited
from entering into any workout arrangement with the borrower without the
Partnership's consent and must file a claim for coinsurance benefits with HUD,
upon default, if the Partnership so directs. As an ongoing HUD approved
coinsurance lender, and under the terms of the participation documents, the
coinsurance lender is required to satisfy certain minimum net worth requirements
as set forth by HUD. However, it is possible that the coinsurance lender's
potential liability for loss on these developments, and others, could exceed its
HUD-required minimum net worth. In such case, the Partnership would bear the
risk of loss if the coinsurance lenders were unable to meet their coinsurance
obligations. In addition, HUD's obligation for the payment of its share of the
loss could be diminished under certain
35
conditions, such as the lender not adequately pursuing regulatory violations of
the borrower or the failure to comply with other terms of the mortgage. However,
the General Partner is not aware of any conditions or actions that would result
in HUD diminishing its insurance coverage.
As of December 31, 2001 and 2000, the Partnership held one investment in a
coinsured FHA-Insured Certificate secured by a coinsured mortgage. The remaining
single FHA-Insured Certificate is coinsured by IFI, an affiliate of the
Partnership. The following is a discussion of the Partnership's coinsured
mortgage investments.
Coinsured by affiliate
- ----------------------
As of December 31, 2001 and 2000, the Partnership held one investment in a
coinsured FHA-Insured Certificate secured by a coinsured mortgage, where the
coinsurance lender is IFI. This investment was made on behalf of the Partnership
by the former managing general partner. As structured by the former managing
general partner, with respect to this mortgage, the Partnership bears the risk
of loss upon default for IFI's portion of the coinsurance loss on this mortgage
investment.
December 31, 2001 December 31, 2000
Amortized Face Fair Amortized Face Fair
Cost Value Mkt. Value Cost Value Mkt. Value
---------- ----------- ---------- ---------- ----------- ----------
Summerwind Apts. - Phase II $7,747,039 $ 9,057,300 $8,473,167 $7,808,228 $ 9,148,110 $8,492,111
As of March 1, 2002, the mortgagor was current with respect to payment
of principal and interest on this mortgage.
There was no loan loss recognized for the years ended 2001, 2000 and 1999.
The cumulative loan loss recognized in prior years was $1,511,743 for Summerwind
Apartments - Phase II.
Coinsured by third party
- ------------------------
The previously owned mortgage on St. Charles Place - Phase II, was
coinsured by The Patrician Mortgage Company ("Patrician"), an unaffiliated third
party coinsurance lender under the HUD coinsurance program. On October 14, 1993,
Patrician filed a foreclosure action on the property underlying this coinsured
mortgage. On November 2, 1993, the mortgagor filed for protection under chapter
11 of the U.S. Bankruptcy Code. The property was acquired and vested with
Patrician in November 1998 and subsequently sold on October 12, 1999. Patrician
filed a coinsurance claim for insurance benefits with HUD in October 1999, for
remaining amounts due, including past due interest. In November 1999, the
Partnership received sales proceeds of approximately $3 million. A distribution
of approximately $0.32 per Unit related to the sale was declared in November
1999 and was paid to Unitholders in February 2000. In February 2001, the
Partnership received claim proceeds from Patrician of approximately $2.2 million
and recognized a gain of approximately $822,000 for the year ended December 31,
2001. The claim proceeds represent the remaining balance due on the mortgage,
including interest from November 1, 1995 through the date of receipt. A
distribution of approximately $0.24 per Unit related to the prepayment of this
mortgage was declared in March 2001 and paid to Unitholders in May 2001. The
amount of the Partnership's investment in this mortgage represented the
Partnership's approximate 55% ownership interest in the mortgage. The remaining
45% ownership interest was held by AIM 86, an affiliate of the Partnership.
36
6. INVESTMENT IN FHA-INSURED LOANS
Listed below is the Partnership's aggregate investment in fully insured
Originated Insured Mortgages as of December 31, 2001 and 2000:
2001 2000
------------ ------------
Number of Mortgages 1 1
Amortized Cost $ 5,573,879 $ 5,627,149
Face Value 5,573,879 5,627,149
Fair Value 5,230,714 5,248,132
As of March 1, 2002, the Partnership's FHA-Insured Loan was current
with respect to payment of principal and interest.
7. TRANSACTIONS WITH RELATED PARTIES
During the years ended December 31, 2001, 2000 and 1999, the General
Partner and certain affiliated entities earned or received compensation or
payments for services from the Partnership as follows:
COMPENSATION PAID OR ACCRUED TO RELATED PARTIES
Capacity in Which For the years ended December 31,
Name of Recipient Served/Item 2001 2000 1999
- ----------------- ---------------------- ---------- ---------- ----------
CRIIMI, Inc.(1) General Partner/Distribution $ 927,459 $ 807,275 $2,294,837
AIM Acquisition Advisor/Asset Management Fee 565,368 712,869 942,910
Partners, L.P.(2)
CRIIMI MAE Affiliate of General Partner/ 48,892 46,164 45,757
Management, Inc. Expense Reimbursement
(1) The General Partner, pursuant to amendments to the partnership agreement,
effective September 6, 1991, is entitled to receive 4.9% of the
Partnership's income, loss, capital and distributions, including, without
limitation, the Partnership's adjusted cash from operations and proceeds of
mortgage prepayments, sales or insurance (both as defined in the
partnership agreement).
(2) The Advisor, pursuant to the partnership agreement 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 is entitled to a
fee of 0.28% of Total Invested Assets of the Advisor's Asset Management
Fee. Of the amounts paid to the Advisor, CMSLP, the sub-advisor, earned a
fee equal to $166,617, $210,081 and $277,888 for the years ended December
31, 2001, 2000 and 1999, respectively. The general and limited partners of
CMSLP are wholly-owned subsidiaries of CRIIMI MAE Inc.
37
8. DISTRIBUTIONS TO UNITHOLDERS
The distributions paid or accrued to Unitholders on a per Unit basis for
the years ended December 31, 2001, 2000 and 1999 are as follows:
2001 2000 1999
---- ---- ----
Quarter ended March 31 $ 1.010(1)(2)(3) $ 0.37(9) $ 0.61(13)
Quarter ended June 30, 0.105 0.42(10)(11) 3.26(14)(15)(16)
Quarter ended September 30, 0.305(4)(5) 0.15 0.15
Quarter ended December 31, 0.625(6)(7)(8) 0.84(12) 1.04(17)(18)(19)
---------- --------- ---------
$ 2.045 $ 1.78 $ 5.06
========== ========= =========
The following disposition proceeds are included in the distributions listed
above:
Date Net
Proceeds Type of Proceeds
Complex Name received Disposition Per Unit
------------ -------- ----------- --------
(1) Silver Lake Plaza Apartments Jan 2001 Prepayment $ 0.56
(2) Holton Manor Feb 2001 Prepayment 0.10
(3) St. Charles Place-Phase II Feb 2001 Coinsurance Claim 0.24
(4) Water's Edge of New Jersey Aug 2001 Assignment 0.09
(5) Lorenzo Carolina Apartments Aug 2001 Prepayment 0.11
(6) Water's Edge of New Jersey Oct 2001 Assignment 0.03
(7) Beauvoir Manor Apartments Oct 2001 Prepayment 0.14
(8) Woodcrest Townhomes Nov 2001 Prepayment 0.34
(9) Linville Manor Mar 2000 Prepayment 0.22
(10) Park Avenue Plaza May 2000 Prepayment 0.22
(11) Kingsway Apartments May 2000 Prepayment 0.05
(12) Lioncrest Towers Nov 2000 Prepayment 0.70
(13) Olde Mill Apartments Dec 1998 Prepayment 0.37
(14) Seven Springs Apartments Apr 1999 Prepayment 0.53
(15) Kon Tiki Apartments May 1999 Prepayment 0.06
(16) The Breakers at Golf Mill May 1999 Prepayment 2.43
(17) Oak Grove Apartments Oct 1999 Prepayment 0.06
(18) Heather Ridge Apartments Nov 1999 Prepayment 0.49
(19) St. Charles Place - Phase II Nov 1999 Sale 0.32
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 quarter due to (1) the fluctuating
yields in the short-term money market where the monthly mortgage payment
receipts are temporarily invested prior to the payment of quarterly
distributions, (2) the reduction in the asset base resulting from monthly
mortgage payments received or mortgage dispositions, (3) variations in the cash
flow attributable to the delinquency or default of Insured Mortgages and
professional fees and foreclosure costs incurred in connection with those
Insured Mortgages and (4) variations in the Partnership's operating expenses.
38
9. INVESTMENT IN AFFILIATE
In addition to the related party transactions described in Note 7, in order
to capitalize IFI with sufficient net worth under HUD regulations, in April
1994, the Partnership transferred a GNMA Mortgage-Backed Security in the amount
of approximately $2.0 million to IFI. As of December 31, 2001 and 2000, this
GNMA Mortgage-Backed Security had a face value and a fair value of approximately
$1.8 million. The Partnership's interest in this security is included on the
balance sheet in Investment in affiliate. As of December 31, 2001, the
Partnership along with AIM 85 and AIM 86 equally own AIM Mortgage, Inc. In turn,
AIM Mortgage, Inc. owns all of the outstanding preferred stock and common stock
of IFI.
As part of the Partnership's transfer of the GNMA Mortgage-Backed Security
to IFI, AIM 85 and AIM 86 each issued a demand note payable to the Partnership
and recorded an investment in IFI through AIM Mortgage, Inc. at an amount
proportionate to each entity's coinsured mortgages for which IFI was the
mortgagee of record as of April 1, 1994. In April 1997, the GNMA Mortgage-Backed
Security was reallocated between the Partnership and AIM 86 as AIM 85 no longer
held any mortgages coinsured by IFI. As a result, a new demand note payable from
AIM 86 was issued and the investment in IFI was reallocated. As of December 31,
2000, the Partnership's demand note receivable from AIM 86 was cancelled as AIM
86 no longer held mortgages coinsured by IFI. As a result the investment in IFI
was reallocated. Interest income on this note was $0, $45,994 and $47,740 during
the years ended December 31, 2001, 2000 and 1999, respectively, and is included
in interest and other income on the accompanying statements of income and
comprehensive income.
In connection with these transfers, the expense reimbursement agreement was
amended as of April 1, 1997, to adjust the allocation of the expense
reimbursement to the AIM Funds to an amount proportionate to each entity's
coinsured mortgage investments for which IFI was the mortgagee of record as of
April 1, 1997. The expense reimbursement, as amended, along with the
Partnership's interest income from the notes receivable, and the Partnership's
equity interest in IFI's net income or loss, substantially equals the mortgage
interest on the GNMA Mortgage-Backed Security transferred to IFI. In April 1997,
this agreement was amended to exclude AIM 85, which no longer held mortgages
coinsured by IFI. In December 2000, this agreement was amended to exclude AIM
86, which no longer held mortgages coinsured by IFI. The Partnership received
expense reimbursements of $130,470, $89,336 and $92,656 during the years ended
December 31, 2001, 2000 and 1999, respectively, which offset general and
administrative expenses on the accompanying statements of income and
comprehensive income.
10. PARTNERS' EQUITY
Depositary Units representing economic rights in limited partnership
interests ("Units") were issued at a stated value of $20. A total of 8,851,966
Units were issued for an aggregate capital contribution of $177,039,320. 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. During 1994, the
Partnership repurchased 50,000 Units.
39
11. SUMMARY OF QUARTERLY RESULTS OF OPERATIONS
(Dollars In Thousands, Except Per Unit Data)
The following is a summary of unaudited quarterly results of operations for
the years ended December 31, 2001, 2000 and 1999:
2001
Quarter ended
March 31 June 30 September 30 December 31
------------ ------------ ------------ ------------
Income $ 1,209 $ 1,106 $ 1,065 $ 1,008
Net earnings 1,927 450 1,103 1,071
Net gains (losses) from mortgage
dispositions 941 (476) 210 235
Net earnings per
Limited Partnership Unit - Basic 0.21 0.05 0.12 0.11
2000
Quarter ended
March 31 June 30 September 30 December 31
------------ ------------ ------------ ------------
Income $ 1,464 $ 1,383 $ 1,339 $ 1,315
Net earnings 1,329 1,252 1,117 1,040
Net gains from mortgage
dispositions 107 100 -- 180
Net earnings per
Limited Partnership Unit - Basic 0.14 0.14 0.12 0.11
1999
Quarter ended
March 31 June 30 September 30 December 31
------------ ------------ ------------ ------------
Income $ 2,091 $ 2,004 $ 1,671 $ 1,528
Net earnings 1,657 2,550 1,398 1,448
Net gains from mortgage
dispositions -- 877 -- 195
Net earnings per
Limited Partnership Unit - Basic 0.18 0.27 0.16 0.15
40
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2001
Interest Annual Payment
Rate on Face Net Principal and
Maturity Mortgage Value of Carrying Value Interest
Development Name/Location Date (5) Mortgage (3)(7)(8)(10) (5)(9)
- ------------------------- -------- -------- -------- ------------- --------------
ACQUIRED INSURED MORTGAGE:
FHA-Insured Certificate (carried at fair value)
- -----------------------------------------------
Sylvan Manor, Silver Spring, MD 5/21 7.500% $ 2,899,739 $ 2,724,172 $284,523
------------ ------------
GNMA Mortgage-Backed Securities (carried at fair value)
- -------------------------------------------------------
Burlwood Apts., Portland, OR 8/15 9.000% 554,907 540,770 62,435
Collin Care Centers, Plano, TX 9/30 8.125% 1,647,852 1,602,036 144,319
Garden Terrace, Douglasville, GA 1/20 7.125% 2,461,267 2,396,532 236,750
Greenview Garden, Butler, PA 7/33 9.000% 864,332 857,756 78,324
Hewitt Gardens Apts., Wheaton, MD 10/29 8.750% 4,331,773 4,299,858 405,174
Lamplighter Apts., Port Arthur, TX 10/29 9.000% 2,167,165 2,151,127 207,272
Oaklawn Apts., Boise, ID 8/24 9.000% 457,276 444,739 40,505
Oakwood Gardens, San Jose, CA 10/23 7.750% 1,084,638 1,055,259 97,836
Orchard Creek Apts., Farmington Hills, MI 1/30 8.625% 1,244,273 1,245,153 113,264
San Jose South, San Jose, CA 10/23 7.750% 7,756,059 7,545,975 699,608
Stoney Creek, Washington Township, MI 2/29 7.500% 5,175,866 5,033,031 427,699
Tehama Estates, Sacramento, CA 7/29 8.750% 1,309,998 1,300,369 122,802
Westview Terrace Apts., Tacoma, WA 4/30 8.550% 1,112,040 1,103,840 101,144
------------ ------------
Total Investment in GNMA Mortgage-Backed Securities, carried at fair value 30,167,446 29,576,445
------------ ------------
Total Investment in Acquired Insured Mortgages, carried at fair value 33,067,185 32,300,617
------------ ------------
ORIGINATED INSURED MORTGAGES:
Coinsured FHA-Insured Certificate (carried at fair value)
- ---------------------------------------------------------
Summerwind Apartments-Phase II, Naples, FL(1)(4)(6) 6/30 8.500% 9,057,300 8,473,167 865,175
------------ ------------
Total Investment in FHA-Insured Certificates and
GNMA Mortgage-Backed Securities, carried at fair value 42,124,485 40,773,784
------------ ------------
Fully Insured FHA-Insured Loan (carried at amortized cost)(2)
- -------------------------------------------------------------
The Turn at Gresham, Gresham, Oregon(1) 8/29 8.000% 5,573,879 5,573,879(2) 501,516
------------ ------------
TOTAL INVESTMENT IN INSURED MORTGAGES $ 47,698,364 $ 46,347,663
============ ============
41
AMERICAN INSURED MORTGAGE INVESTORS L.P. - SERIES 88
NOTES TO SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 2001
(1) Two Insured Mortgages, Summerwind - Phase II and The Turn at Gresham,
possess a special assignment option, pursuant to certain mortgage
documents, which allows the Partnership, anytime after a certain date, to
require payment of the unpaid principal balance of the mortgages. At such
time, the borrowers must make payment to the Partnership or the Partnership
may cancel the FHA insurance and institute foreclosure proceedings.
(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) In connection with Summerwind Apartments - Phase II, the Partnership has
recorded a cumulative loan loss of $1,511,743 in prior years. No loan
losses were recognized for the years ended 2001 and 2000.
(5) In addition, the servicer or the sub-servicer of the mortgage, primarily
unaffiliated third parties, is entitled to receive compensation for certain
services rendered.
(6) This mortgage is insured under the HUD coinsurance program. IFI is the
HUD-approved coinsurance lender and the Partnership bears the risk of any
coinsurance loss, as previously discussed.
(7) A reconciliation of the carrying value of the Partnership's investment in
Insured Mortgages, for the years ended December 31, 2001 and 2000, is as
follows:
2001 2000
------------ ------------
Beginning balance $ 58,768,702 $ 68,919,493
Principal receipts on mortgages (623,671) (707,084)
Proceeds from disposition of mortgages (11,697,541) (11,008,711)
Net gains on mortgage prepayments 402,811 386,654
Net unrealized (losses) gains on investment in FHA-Insured
Certificates and GNMA Mortgage-Backed Securities (502,638) 1,178,350
------------ ------------
Ending balance $ 46,347,663 $ 58,768,702
============ ============
(8) The mortgages underlying the Partnership's investments in FHA-Insured
Certificates, GNMA Mortgage-Backed Securities and FHA-Insured Loans are
primarily non-recourse first liens on multifamily residential developments
or retirement homes.
(9) Principal and interest are payable at relatively level amounts over the
life of the Insured Mortgages.
(10) As of December 31, 2001 and 2000, the tax basis of the Insured Mortgages
was approximately $48 million and $60 million, respectively.