FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2001
--------------
Commission file number 1-11060
--------------
AMERICAN INSURED MORTGAGE INVESTORS
------------------------------------------------
(Exact name of registrant as specified in charter)
California 13-3180848
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
11200 Rockville Pike, Rockville, Maryland 20852
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(301) 816-2300
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of March 31, 2001, 10,000,125 depository units of limited partnership
interest were outstanding.
2
AMERICAN INSURED MORTGAGE INVESTORS
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2001
PAGE
----
PART I. Financial Information (Unaudited)
Item 1. Financial Statements
Balance Sheets - March 31, 2001 (unaudited) and December 31, 2000 3
Statements of Income and Comprehensive Income - for the three
months ended March 31, 2001 and 2000 (unaudited) 4
Statement of Changes in Partners' Equity - for the three months ended
March 31, 2001 (unaudited) 5
Statements of Cash Flows - for the three months ended March 31, 2001
and 2000 (unaudited) 6
Notes to Financial Statements (unaudited) 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 12
Item 2A. Qualitative and Quantitative Disclosures About Market Risk 14
PART II. Other Information
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
Signature 16
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AMERICAN INSURED MORTGAGE INVESTORS
BALANCE SHEETS
March 31, December 31,
2001 2000
------------- ------------
(Unaudited)
ASSETS
Investment in FHA-Insured Loans, at amortized cost,
net of unamortized discount:
Originated insured mortgages $ 4,857,691 $ 4,874,050
Acquired insured mortgages 7,698,582 7,723,048
------------ ------------
12,556,273 12,597,098
Investment in FHA-Insured Certificates,
at fair value 11,250,793 11,258,675
Cash and cash equivalents 593,455 567,491
Receivables and other assets 208,511 203,781
Due from affiliate 1,201,933 1,230,180
------------ ------------
Total assets $ 25,810,965 $ 25,857,225
============ ============
LIABILITIES AND PARTNERS' EQUITY
Distributions payable $ 514,940 $ 514,940
Accounts payable and accrued expenses 64,983 71,763
------------ ------------
Total liabilities 579,923 586,703
------------ ------------
Partners' equity:
Limited partners' equity, 10,000,125 Units authorized,
issued and outstanding 28,756,082 28,817,932
General partners' deficit (5,259,999) (5,258,151)
Accumulated other comprehensive income 1,734,959 1,710,741
------------ ------------
Total Partners' equity 25,231,042 25,270,522
------------ ------------
Total liabilities and partners' equity $ 25,810,965 $ 25,857,225
============ ============
The accompanying notes are an integral part
of these financial statements.
4
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
For the three months ended
March 31,
--------------------------
2001 2000
--------- ---------
Income:
Mortgage investment income $ 538,418 $ 570,083
Interest and other income 26,818 3,966
--------- ---------
565,236 574,049
--------- ---------
Expenses:
Asset management fee to related parties 56,706 59,316
General and administrative 57,288 61,291
--------- ---------
113,994 120,607
--------- ---------
Net earnings $ 451,242 $ 453,442
========= =========
Other comprehensive income (loss) 24,218 (39,575)
--------- ---------
Comprehensive income $ 475,460 $ 413,867
--------- ---------
Net earnings allocated to:
Limited partners - 97.1% $ 438,156 $ 440,292
General Partner - 2.9% 13,086 13,150
--------- ---------
$ 451,242 $ 453,442
========= =========
Net earnings per Unit of limited
partnership interest - basic $ 0.04 $ 0.04
========= =========
The accompanying notes are an integral part
of these financial statements.
5
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENT OF CHANGES IN PARTNERS' EQUITY
For the three months ended March 31, 2001
(Unaudited)
Accumulated
Other
General Limited Comprehensive
Partner Partner Income Total
------------ ------------ ------------- ------------
Balance, December 31, 2000 $ (5,258,151) $ 28,817,932 $ 1,710,741 $ 25,270,522
Net Earnings 13,086 438,156 -- 451,242
Adjustment to unrealized gains on
investments in insured mortgages -- -- 24,218 24,218
Distributions paid or accrued of $0.05 per Unit,
including return of capital of $0.01 per Unit (14,934) (500,006) -- (514,940)
------------ ------------ ------------ ------------
Balance, March 31, 2001 $ (5,259,999) $ 28,756,082 $ 1,734,959 $ 25,231,042
============ ============ ============ ============
Limited Partnership Units outstanding - basic, as
of March 31, 2001 10,000,125
==========
The accompanying notes are an integral part
of these financial statements.
6
AMERICAN INSURED MORTGAGE INVESTORS
STATEMENTS OF CASH FLOWS
(Unaudited)
For the three months ended
March 31,
2001 2000
--------- ---------
Cash flows from operating activities:
Net earnings $ 451,242 $ 453,442
Adjustments to reconcile net earnings to net cash provided by operating activities:
Changes in assets and liabilities:
Decrease (increase) in due from affiliate, receivables and other assets 23,517 (4,729)
(Decrease) increase in accounts payable and accrued expenses (6,780) 5,623
--------- ---------
Net cash provided by operating activities 467,979 454,336
--------- ---------
Cash flows provided by investing activities:
Receipt of mortgage principal from scheduled payments 72,925 70,320
--------- ---------
Cash flows used in financing activities:
Distributions paid to partners (514,940) (926,891)
--------- ---------
Net increase (decrease) in cash and cash equivalents 25,964 (402,235)
Cash and cash equivalents, beginning of period 567,491 982,930
--------- ---------
Cash and cash equivalents, end of period $ 593,455 $ 580,695
========= =========
The accompanying notes are an integral part
of these financial statements.
7
AMERICAN INSURED MORTGAGE INVESTORS
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. ORGANIZATION
American Insured Mortgage Investors (the "Partnership") was formed under
the Uniform Limited Partnership Act in the state of California on July 12, 1983.
The Partnership Agreement ("Partnership Agreement") states that the Partnership
will terminate on December 31, 2008, unless previously terminated under the
provisions of the Partnership Agreement.
CRIIMI, Inc. (the "General Partner") holds a partnership interest of 2.9%
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 CRIIMI MAE Services, Inc., an affiliate of CRIIMI MAE.
The Partnership's investment in mortgages consists of participation
certificates evidencing a 100% undivided beneficial interest in government
insured multifamily mortgages issued or sold pursuant to Federal Housing
Administration (FHA) programs (FHA-Insured Certificates) and FHA-insured
mortgage loans (FHA-Insured Loans, and together with FHA-Insured Certificates
referred to herein as Insured Mortgages). The mortgages underlying the
FHA-Insured Certificates and FHA-Insured Loans are non-recourse first liens on
multifamily residential developments.
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 Third Amended Joint
Plan of Reorganization (as amended and supplemented by praecipes filed with the
Bankruptcy Court on July 13, 14 and 21, and November 22, 2000). On
April 17, 2001, CRIIMI MAE and CRIIMI MAE Management, Inc. announced the
completion of their confirmed joint plan of reorganization and emerged from
bankruptcy. This marks the conclusion of CRIIMI MAE's and CRIIMI MAE Management,
Inc.'s financial reorganization.
8
2. BASIS OF PRESENTATION
In the opinion of the General Partner, the accompanying unaudited financial
statements contain all adjustments of a normal recurring nature necessary to
present fairly the financial position of the Partnership as of March 31, 2001
and December 31, 2000, the results of its operations for the three months ended
March 31, 2001 and 2000 and its cash flows for the three months ended March 31,
2001 and 2000.
These unaudited financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. While the General Partner believes that the
disclosures presented are adequate to make the information not misleading, these
financial statements should be read in conjunction with the financial statements
and the notes to the financial statements included in the Partnership's Annual
Report filed on Form 10-K for the year ended December 31, 2000.
Comprehensive Income
--------------------
Comprehensive income is the change in Partners' equity during a period from
transactions from non-owner sources. This includes net income as currently
reported by the Partnership adjusted for unrealized gains and losses related to
the Partnership's mortgages accounted for as available for sale. Unrealized
gains and losses are reported in the equity section of the Balance Sheet as
Accumulated Other Comprehensive Income.
3. INVESTMENT IN FHA-INSURED LOANS
Listed below is the Partnership's aggregate investment in FHA-Insured Loans
as of March 31, 2001 and December 31, 2000:
March 31, December 31,
2001 2000
----------- -----------
Number of
Acquired Insured Mortgages 3 3
Originated Insured Mortgages 1 1
Amortized Cost $12,556,273 $12,597,098
Face Value 14,629,675 14,694,371
Fair Value 14,263,581 14,222,808
As of May 1, 2001, all of the FHA-Insured Loans are current with respect to
payment of principal and interest.
In addition to base interest payments from originated insured mortgages,
the Partnership is entitled to additional interest based on a percentage of the
net cash flow from the underlying development and of the net proceeds from the
refinancing, sale or other disposition of the underlying development (referred
to as Participations). During the three months ended March 31, 2001 and 2000,
the Partnership received nothing from the Participations. These amounts, if any,
are included in mortgage investment income on the accompanying statements of
income and comprehensive income.
9
4. INVESTMENT IN FHA-INSURED CERTIFICATES
Listed below is the Partnership's aggregate investment in FHA-Insured
Certificates as of March 31, 2001 and December 31, 2000:
March 31, December 31,
2001 2000
----------- -----------
Number of mortgages 7 7
Amortized Cost $ 9,503,906 $ 9,536,007
Face Value 11,378,682 11,433,137
Fair Value 11,250,793 11,258,675
All of the FHA-Insured Certificates were current with respect to the
payment of principal and interest as of May 1, 2001.
In December 2000, HUD issued assignment proceeds in the form of a 7.125%
debenture for the mortgage on Fox Run Apartments. This mortgage was owned 50% by
AIM 84 and 50% by an affiliate of the Partnership, American Insured Mortgage
Investors - Series 85, L.P. (AIM 85). The debenture, with a face value of
$2,385,233 and a fair value of $2,361,381, as of March 31, 2001, was issued to
AIM 85 and will earn interest semi-annually on January 1 and July 1. The
Partnership expects to receive net proceeds of approximately $1.2 million. The
net proceeds and accrued interest are included on the Balance Sheet in Due from
affiliate. In general, AIM 85 will hold the debenture until its maturity date of
June 1, 2010 or when called, whichever comes first. A distribution will be
declared at that time. The servicer of this mortgage filed an application for
insurance benefits under the Section 221 program of the National Housing Act of
1937 in May 2000.
Most of the Insured Mortgages held by the Partnership apply to the Section
221 program of the National Housing Act of 1937, as amended, (the "Section 221
program"). Under the Section 221 program a mortgagee has the right to assign a
mortgage ("put") to FHA at the expiration of 20 years from the date of final
endorsement if the mortgage is not in default at such time. Any mortgagee
electing to assign an FHA-insured mortgage to FHA will receive, in exchange
therefor, HUD debentures having a total face value equal to the then outstanding
principal balance of the FHA-insured mortgage plus accrued interest to the date
of assignment. These HUD debentures will mature 10 years from the date of
assignment and will bear interest at the "going Federal rate" at such date. This
assignment procedure is applicable to an insured mortgage which had a firm or
conditional FHA commitment for insurance on or before November 30, 1983. The
Partnership anticipates that each eligible insured mortgage, for which a
prepayment has not occurred and which has not been sold, will be assigned to FHA
at the expiration of 20 years from the date of final endorsement. The
Partnership, therefore, does not anticipate holding any eligible insured
mortgage beyond the expiration of 20 years from final endorsement of that
insured mortgage. The Partnership has initiated its request to put these
mortgages to FHA as they become due. Once the servicer of a mortgage has filed
an application for insurance benefits under section 221, the Partnership will no
longer receive monthly principal and interest on the applicable mortgage.
10
5. DISTRIBUTIONS TO UNITHOLDERS
The distributions paid or accrued to Unitholders on a per Unit basis for
the three months ended March 31, 2001 and 2000 are as follows:
Quarter Ended 2001 2000
------------- -------- --------
March 31, $ 0.05 $ 0.05
======== ========
The basis for paying distributions to Unitholders is net proceeds from
mortgage dispositions, if any, and cash flow from operations, which includes
regular interest income and principal from Insured Mortgages. Although Insured
Mortgages yield a fixed monthly mortgage payment once purchased, the cash
distributions paid to the Unitholders will vary during each period due to (1)
the fluctuating yields in the short-term money market where the monthly mortgage
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 (4)
changes in the Partnership's operating expenses. As the Partnership 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.
11
6. TRANSACTIONS WITH RELATED PARTIES
The General Partner and certain affiliated entities have, during the three
months ended March 31, 2001 and 2000, earned or received compensation or
payments for services from the Partnership as follows:
COMPENSATION PAID OR ACCRUED TO RELATED PARTIES
For the three months
Capacity in Which ended March 31,
Name of Recipient Served/Item 2001 2000
----------------- ---------------------------- ---------- ----------
CRIIMI, Inc. (1) General Partner/Distribution $ 14,934 $ 14,934
AIM Acquisition
Partners, L.P. (2) Advisor/Asset Management Fee 56,706 59,316
CRIIMI MAE Management, Affiliate of General Partner/ 10,578 11,170
Inc Expense Reimbursement
American Insured Mortgage Affiliate of General partner/
Investors L.P. - Series 85 Reimbursement of Debenture Proceeds 1,201,933 --
(1) The General Partner, pursuant to the Partnership Agreement, is entitled to
receive 2.9% 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). CMSLP is entitled to a fee equal to 0.28% of Total
Invested Assets from the Advisor's Asset Management Fee. Of the amounts
paid to the Advisor, CMSLP earned a fee equal to $16,713 and $17,481 for
the three months ended March 31, 2001 and 2000, respectively. The limited
partner of CMSLP is a wholly owned subsidiary of CRIIMI MAE Inc.
(3) In December 2000, HUD issued assignment proceeds in the form of a 7.125%
debenture for the mortgage on Fox Run Apartments. This mortgage was owned
50% by AIM 84 and 50% by an affiliate of the Partnership, American Insured
Mortgage Investors - Series 85, L.P. (AIM 85). The debenture, with a face
value of $2,385,233 and a fair value of $2,361,381, was issued to AIM 85
and will earn interest semi-annually on January 1 and July 1. The
Partnership expects to receive net proceeds of approximately $1.2 million.
12
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS. When used in this Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q
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
Quarterly Report on Form 10-Q, including, without limitation, statements made
under Item 2, 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.
General
-------
As of March 31, 2001, the Partnership had invested in 11 Insured Mortgage
Investments, with an aggregate amortized cost of approximately $22 million, face
value of approximately $26 million and fair value of approximately $26 million.
As of May 1, 2001, all of the FHA-Insured Loans are current with respect to
payment of principal and interest.
Most of the Insured Mortgages held by the Partnership apply to the Section
221 program of the National Housing Act of 1937, as amended, (the "Section 221
program"). Under the Section 221 program a mortgagee has the right to assign a
mortgage ("put") to FHA at the expiration of 20 years from the date of final
endorsement if the mortgage is not in default at such time. Any mortgagee
electing to assign an FHA-insured mortgage to FHA will receive, in exchange
therefor, HUD debentures having a total face value equal to the then outstanding
principal balance of the FHA-insured mortgage plus accrued interest to the date
of assignment. These HUD debentures will mature 10 years from the date of
assignment and will bear interest at the "going Federal rate" at such date. This
assignment procedure is applicable to an insured mortgage which had a firm or
conditional FHA commitment for insurance on or before November 30, 1983. The
Partnership anticipates that each eligible insured mortgage, for which a
prepayment has not occurred and which has not been sold, will be assigned to FHA
at the expiration of 20 years from the date of final endorsement. The
Partnership, therefore, does not anticipate holding any eligible insured
mortgage beyond the expiration of 20 years from final endorsement of that
insured mortgage. The Partnership has initiated its request to put these
mortgages to FHA as they become due.
13
Results of Operations
---------------------
Net earnings decreased slightly for the three months ended March 31, 2001,
as compared to the corresponding period in 2000, primarily due to a reduction in
mortgage investment income, as discussed below. This decrease was partially
offset by an increase in interest and other income, a decrease in asset
management fee to related parties and a decrease in general and administrative
expense, as discussed below.
Mortgage investment income decreased for the three months ended March 31,
2001, as compared to the corresponding period in 2000, primarily due a reduction
in the mortgage base. The mortgage base decreased due to one mortgage
disposition, in December 2000, with a principal balance of approximately $1.2
million, representing an approximate 4% decrease in the aggregate principal
balance of the total mortgage portfolio since November 2000.
Interest and other income increased for the three months ended March 31,
2001, as compared to the corresponding period in 2000. This increase is
primarily due an increase in interest earned on debenture due from affiliate, as
discussed below.
Asset management fee to related parties decreased for the three months
ended March 31, 2001, as compared to the corresponding period in 2000, primarily
due to a reduction in the mortgage base, as previously discussed.
General and administrative expenses decreased for the three months ended
March 31, 2001, as compared to the corresponding period in 2000. This decrease
is primarily due to a reduction in expenses resulting from a decrease in the
number of registered Unitholders.
In December 2000, HUD issued assignment proceeds in the form of a 7.125%
debenture for the mortgage on Fox Run Apartments. This mortgage was owned 50% by
AIM 84 and 50% by an affiliate of the Partnership, American Insured Mortgage
Investors - Series 85, L.P. (AIM 85). The debenture, with a face value of
$2,385,233 and a fair value of $2,361,381, as of March 31, 2001, was issued to
AIM 85 and will earn interest semi-annually on January 1 and July 1. The
Partnership expects to receive net proceeds of approximately $1.2 million. The
net proceeds and accrued interest are included on the Balance Sheet in Due from
affiliate. In general, AIM 85 will hold the debenture until its maturity date of
June 1, 2010 or when called, whichever comes first. A distribution will be
declared at that time. The servicer of this mortgage filed an application for
insurance benefits under the Section 221 program of the National Housing Act of
1937 in May 2000.
Liquidity and Capital Resources
-------------------------------
The Partnership's operating cash receipts, derived from payments of
principal and interest on insured mortgages, plus cash receipts from interest on
short-term investments, were sufficient for the three months ended March 31,
2001 to meet operating requirements. The basis for paying distributions to
Unitholders is net proceeds from Insured Mortgage dispositions, if any, and cash
flow from operations, which includes regular interest income and principal from
Insured Mortgages. Although Insured Mortgages yield a fixed monthly mortgage
payment once purchased, the cash distributions paid to the Unitholders will vary
during each period due to (1) the fluctuating yields in the short-term money
market where the monthly mortgage 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 (4) changes in the Partnership's operating expenses. As
the Partnership 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.
14
Net cash provided by operating activities increased for the three months
ended March 31, 2001, as compared to the corresponding period in 2000, primarily
due to an increase in the change in due from affiliate, receivables and other
assets. The change in due from affiliate, receivables and other assets is due to
an increase in interest on debenture received from affiliate, as discussed
above.
Net cash used in financing activities decreased for the three months ended
March 31, 2001, as compared to the corresponding period in 2000, due to a
decrease in the amount of distributions paid to partners during the first three
months of 2001 as compared to the same period in 2000.
ITEM 2A. 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 Partnership's assets.
Management has determined that there has not been a material change as of
March 31, 2001, in market risk from December 31, 2000 as reported in the
Partnership's Annual Report on Form 10-K as of December 31, 2000.
15
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
The following table sets forth information concerning a change in the
board of directors of CRIIMI MAE, the sole shareholder of the General Partner,
effective April 17, 2001. Under the terms of CRIIMI MAE's reorganization plan,
the Board of Directors has expanded from six to nine directors.
The five new Directors are:
o John R. Cooper, senior vice president, finance, of PG&E National Energy
Group, Inc., Bethesda, MD and senior vice president, finance and chief
financial officer of PG&E National Energy Group Company, a subsidiary of
PG&E Energy Group, Inc.
o Alan M. Jacobs, president, AMJ Advisors LLC, Woodmere, NY, that provides
expertise in business turnarounds, corporate restructuring and
reorganization corporate finance and dispute resolution; AMJ was a
financial advisor for CRIIMI MAE's Official Committee of Equity
Shareholders.
o Donald J. MacKinnon, chief executive officer and president, REALM, New
York, NY, a business-to-business e-commerce hub that combines the resources
of several real estate software companies: ARGUS Financial Software, B.J.
Murray, CTI Limited, DYNA and NewStar solutions.
o Donald C. Wood, president and chief operating officer, Federal Realty
Investment Trust, Rockville, MD, an owner, manager and developer of high
quality retail and mixed-use properties.
o Michael F. Wurst, principal, Meridian Realty Advisors, Inc., Dallas, TX, a
Dallas-based real estate investment firm focusing on out-of-favor or
liquidity-challenged sectors and assets.
Directors to remain on the Board are:
o William B. Dockser, chairman, CRIIMI MAE Inc., Rockville, MD.
o H. William Willoughby, president, CRIIMI MAE Inc., Rockville, MD.
o Robert J. Merrick, chief credit officer and director, MCG Capital
Corporation, Richmond, VA.
o Robert E. Woods, managing director and head of loan syndication for the
Americas, Societe Generale, New York, NY.
Garrett G. Carlson, Sr. and G. Richard Dunnells resigned as directors in
conjunction with the effective date of the reorganization plan.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed with the Securities and Exchange
Commission during the quarter ended March 31, 2001.
16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICAN INSURED
MORTGAGE INVESTORS
(Registrant)
By: CRIIMI, Inc.
General Partner
May 15, 2001 /s/ Cynthia O. Azzara
------------ ---------------------------
Date Cynthia O. Azzara
Senior Vice President,
Chief Financial Officer and
Treasurer