<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
July 31, 1998
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Date of Report (Date of earliest event reported)
Imperial Credit Commercial Mortgage Investment Corp.
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(Exact name of registrant as specified in its charter)
Maryland 000-23089 95-4648345
- --------------------------- ------------ -------------------
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11601 Wilshire Blvd., Suite 2080, Los Angeles, CA 90025
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(Address of principal executive offices) (Zip Code)
(310) 231-1280
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(Registrant's telephone number)
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ITEM 5. OTHER EVENTS.
On July 31, 1998, Imperial Credit Commercial Mortgage Investment Corp. (the
Registrant") issued a press release reporting its earnings for the quarter ended
June 30, 1998 and announcing a share repurchase program covering the Company's
common stock. A copy of the press release is attached as Exhibit 99.1 to this
Form 8-K and is incorporated herein by reference.
ITEM 7. EXHIBIT
Exhibit 99.1 Press release of the Registrant, dated July 31, 1998
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
By: /s/ MICHAEL MELTZER
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Michael Meltzer, Chief Financial Officer and Treasurer
Dated: August 3, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
99.1 Press release of the Registrant dated July 31, 1998
</TABLE>
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EXHIBIT 99.1
ICCMIC
FOR IMMEDIATE RELEASE
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP. ANNOUNCES SECOND QUARTER
1998 RESULTS
LOS ANGELES, CALIFORNIA, July 31, 1998. Imperial Credit Commercial
Mortgage Investment Corp. (Nasdaq: ICMI) today reported net earnings of $9.2
million, or $0.27 per share (on both a basic and diluted basis) for the quarter
ended June 30, 1998. Net earnings for the six months ended June 30, 1998
aggregated $17.0 million or $0.49 per share (on both a basic and diluted basis).
The Company's second quarter results and financial position are summarized
as follows (dollars in thousands, except per share data):
<TABLE>
<CAPTION>
Operating Results: Amount Per Share/(A)/ Per Diluted Share/(B)/
- ----------------- ------ -------------- ----------------------
<S> <C> <C> <C>
Net earnings $9,178 $0.27 $0.27
Funds from operations $9,420 $0.27 $0.27
Dividends (C) $9,660 $0.28 n/a
</TABLE>
Summary of Financial Position:
- -----------------------------
<TABLE>
<S> <C>
Cash and cash equivalents $ 5,169
Securities available-for-sale 64,916
Mortgage loans, net 534,545
Real property, net 84,453
Other assets 6,602
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Total Assets $695,685
========
Liabilities $ 14,838
Debt 201,580
Total Stockholders' Equity 479,267
--------
Total Liabilities and
Stockholders' Equity $695,685
========
</TABLE>
Per share amounts are based on (A) basic weighted average common shares
outstanding and (B) diluted weighted average common shares outstanding,
including common stock equivalents. The Company declared a dividend (C) in June
1998 for the second quarter, which was paid on July 23, 1998.
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Annualized asset yields for the second quarter were 8.41% for mortgage
loans, net of servicing fees, 10.81% for securities available-for-sale and 4.68%
for interest bearing deposits. The overall annualized portfolio yield for the
quarter was 8.65%.
During the second quarter, the Company acquired $215 million directly or
through its wholly-owned subsidiaries in a number of acquisition transactions.
These investments included $130 million of mortgage loans and $85 million of
real property.
The Company acquired $93 million of performing multifamily and commercial
mortgage loans from Southern Pacific Bank, a wholly-owned subsidiary of Imperial
Credit Industries, Inc. (Nasdaq: ICII), and $55 million in performing mortgage
loans from Franchise Mortgage Acceptance Corp. (Nasdaq: FMAX), an affiliate of
the Company's manager, of which FMAX subsequently called and repurchased $21
million. The Company also funded an additional $1 million under a previously
announced $20 million first mortgage loan facility provided to On Stage
Entertainment, Inc.
The Company added to its real property investments by acquiring The
Terraces, a 178,000 square foot shopping center in Palos Verdes, California, The
Atrium Tower, a 149,000 square foot office building in Las Vegas, Nevada,
Mission Marketplace a 343,000 square foot shopping center in Oceanside,
California and fourteen properties in Arizona, Texas and New Mexico subject to a
"triple-net" lease with Ugly Duckling Corporation.
The Company borrowed $167 million under its existing lines of credit in
conjunction with these acquisitions and the real property assets were acquired
subject to $35 million of existing first mortgage loans.
Subsequent to the end of the second quarter, the Company acquired a 108,000
square foot office complex in a suburb of Paris, France and closed a $30 million
loan facility for a residential tower in Miami Beach, Florida.
The Board of Directors of the Company has authorized the Company to
purchase up to 3,000,000 shares of its common stock over an unspecified period
of time. Purchases made under the share repurchase program would be funded
primarily from cash flow and bank borrowings.
Imperial Credit Commercial Mortgage Investment Corp. is a hybrid real
estate investment trust that invests primarily in performing multifamily and
commercial mortgage loans, real property and interests in multifamily and
commercial mortgage-backed securities. The Company is managed by Imperial Credit
Commercial Asset Management Corp., a wholly-owned subsidiary of Imperial Credit
Industries, Inc.
Set forth below are the Company's consolidated balance sheets as of June
30, 1998 and December 31, 1997 and statements of earnings for the three and six
months ended June 30, 1998. Amounts are expressed in thousands, except for
share data.
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IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
ASSETS 6/30/98 12/31/97
-------- ---------
<S> <C> <C>
Cash and interest bearing deposits $ 5,169 $ 11,902
Repurchase agreements 0 148,711
Securities available-for-sale, at estimated fair value 64,916 59,321
Mortgage loans, net of loan loss allowance of $1,827 534,545 272,009
Accrued interest receivable 5,085 2,085
Real property, net 84,453 0
Other assets 1,517 1,109
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TOTAL ASSETS $695,685 $495,137
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LIABILITIES
Dividends and distributions payable $ 9,660 $ 4,485
Accrued expenses, payables and other liabilities 5,178 10,950
Borrowings under secured warehouse facility 167,000 0
Mortgage loans secured by real property 34,580 0
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Total Liabilities 216,418 15,435
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STOCKHOLDERS' EQUITY
Common stock, $.0001 par value,
Authorized 500,000,000 shares,
34,500,000 shares issued and outstanding 3 3
Additional paid-in capital 481,856 481,856
Accumulated other comprehensive income 648 169
Distributions in excess of earnings (3,240) (2,326)
-------- --------
Total Stockholders' Equity 479,267 479,702
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $695,685 $495,137
======== ========
</TABLE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
Consolidated Statements of Earnings
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED 6/30/98 ENDED 6/30/98
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<S> <C> <C>
INTEREST INCOME
Mortgage loans $10,158 $16,131
Repurchase agreements and interest bearing deposits 67 2,186
Securities available-for-sale 1,611 3,065
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Total Interest Income 11,836 21,382
REAL PROPERTY RENTAL INCOME 993 993
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Total Income 12,829 22,375
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OPERATING EXPENSES
Management fees 1,365 2,565
Interest expense 1,034 1,034
Depreciation of real property 242 242
Real property operating expenses 214 214
Due diligence expenses 374 524
Provision for loan losses 100 100
Other 322 670
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Total Expenses 3,651 5,349
------- -------
NET EARNINGS $ 9,178 $17,026
======= =======
</TABLE>
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<TABLE>
<S> <C> <C>
EARNINGS PER SHARE
Basic $ 0.27 $ 0.49
Diluted $ 0.27 $ 0.49
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 34,500,000 34,500,000
Diluted 34,500,000 34,535,084
</TABLE>
Certain statements contained herein are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Act
of 1934, as amended. These forward-looking statements may be identified by
reference to a future period(s) or by the use of forward-looking terminology,
such as "may," "will," "intend," "should," "expect," "anticipate," "estimate" or
"continue" or the negatives thereof or other comparable terminology. The
Company's actual results could differ materially from those anticipated in such
forward-looking statements due to a variety of factors, including, but not
limited to, changes in national, regional or local economic environments,
competitive products and pricing, government fiscal and monetary policies,
changes in prevailing interest rates, the course of negotiations, the
fulfillment of contractual conditions, factors inherent to the valuation and
pricing of interests in commercial mortgage-backed securities, other factors
generally understood to affect the real estate acquisition, mortgage and leasing
markets and security investments, the other risks detailed in the Company's
Registration Statement on Form S-11, as amended, filed with the Securities and
Exchange Commission (the "SEC"), the Company's 1997 Annual Report on Form 10-K
filed with the SEC on March 31, 1998 and other filings made by the Company with
the SEC.
The Company will hold a teleconference on Friday, July 31, 1998 at 10:00
A.M. Pacific Time, 1:00 P.M. Eastern Time. The phone number for the
teleconference is (719) 457-2625 and confirmation code is 513286. To access a
replay of the teleconference, please call (719) 457-0820 on or before August 4,
1998.
For further information, please contact Michael Meltzer, Chief Financial
Officer, at (310) 231-5906 or Karen Montandon, Investor Relations, at (310) 791-
8022.
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