<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
February 10, 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
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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 February 10, 1998, Imperial Credit Commercial Mortgage Investment Corp.
(the "Registrant") issued a press release reporting its operating results with
respect to the period from October 22, 1997, the date of the completion of the
registrant's initial public offering, through December 31, 1997. 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 February 10, 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/ MARK S. KARLAN
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Mark S. Karlan, President and Chief Executive Officer
Dated: February 10, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- --------------------
<C> <S>
99.1 Press release of the Registrant dated February 10, 1998
</TABLE>
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP. ANNOUNCES 1997 RESULTS
LOS ANGELES, CALIFORNIA, February 10, 1998. Imperial Credit Commercial
Mortgage Investment Corp. (Nasdaq: ICMI) today reported funds from operations of
$4.77 million, or $0.14 per share (on both a basic and diluted basis) for the
period from October 22, 1997, the date of the completion of the Company's
initial public offering, through December 31, 1997 (the "Short Period").
Taxable income for the Short Period was $4.74 million, or $0.14 per share, and
net income for the Short Period before a nonrecurring charge was $4.77 million,
or $0.14 per share (on both a basic and diluted basis). Net income for the
Short Period after a nonrecurring charge was $2.22 million, or $0.06 per share
(on both a basic and diluted basis).
Mark S. Karlan, the President and CEO of the Company, stated, "We are
extremely pleased with the results of our operations for the ten week period
immediately following the completion of our initial public offering. In that
short period of time, our Company acquired more than $330 million of assets in
nine transactions. In each case, we carefully and diligently evaluated not only
the specifics of the individual investment opportunity, but also the way in
which the acquired assets would help us execute our overall investment and
leveraging strategy. Based on our performance to date, our investment pipeline
and the financing opportunities available to us, we fully expect that the
Company will soon invest the remaining proceeds from its initial public offering
and begin the process of leveraging its investments."
The Company's Short Period results and financial position can be summarized
as follows (dollars in thousands, except per share data):
<TABLE>
<CAPTION>
Operating Results: Amount Per Share /(A)/ Per Share /(B)/
- -----------------
<S> <C> <C> <C>
Total Income $6,468
Expenses Before
Nonrecurring Charge 1,703
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Net Income Before
Nonrecurring Charge 4,765 $0.14 $0.14
Nonrecurring Charge /(C)/ 2,550
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NET INCOME $2,215 $0.06 $0.06
======
Funds From Operations $4,765 $0.14 $0.14
Dividends /(D)/ $4,485 $0.13
</TABLE>
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<TABLE>
<CAPTION>
Summary of Financial Position:
-----------------------------
<S> <C>
Cash & Cash Equivalents $ 11,902
Repurchase Agreements 148,711
Whole Loans, net 274,094
Commercial MBS, net 54,321
Other Investments, net 5,499
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TOTAL ASSETS $494,527
========
Liabilities $ 15,318
Total Shareholders'
Equity 479,209
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Total Liabilities and
Stockholders' Equity $494,527
========
</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 nonrecurring charge /(C)/ is a one-time
charge to income resulting from the grant of stock options to Imperial Credit
Commercial Asset Management Corp., the Company's manager, made at the time of
the Company's initial public offering. The Company declared a dividend /(D)/ in
December 1997 for the Short Period, which was paid in January 1998.
Annualized asset yields for the Short Period ended December 31, 1997 were
5.53% for repurchase agreements and interest bearing deposits, 13.24% for
securities available for sale and 7.86% for loans, net of servicing fees. The
overall annualized portfolio yield for the Short Period was 6.94%.
The value of the Company's portfolio of commercial mortgage backed
securities of approximately $54 million was not materially changed by its mark
to market at the end of 1997. The Company has not invested in any residential
mortgage backed securities.
Imperial Credit Commercial Mortgage Investment Corp. is a real estate
investment trust that invests primarily in performing multifamily and commercial
mortgage loans, interests in commercial mortgage backed securities, and real
property. The manager of the Company is a wholly-owned subsidiary of Imperial
Credit Industries, Inc. (Nasdaq: ICII).
Set forth below are the Company's consolidated balance sheet and income
statement for the Short Period ended December 31, 1997.
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IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
Consolidated Balance Sheet
December 31, 1997
<TABLE>
<S> <C>
Assets:
Cash and interest bearing deposits $ 11,902
Repurchase agreements 148,711
Securities available for sale, at market value 59,321
Loan portfolio, net 272,009
Interest receivable 2,085
Other assets 499
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Total Assets $494,527
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Liabilities and Stockholders' Equity:
Liabilities:
Dividends and distributions payable $ 4,485
Accrued expenses, payables and other liabilities 10,832
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Total Liabilities 15,317
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Stockholders' Equity:
Common stock, $.0001 par value,
500,000,000 shares authorized;
34,500,000 issued and outstanding 3
Additional paid in capital 481,307
Distributions in excess of earnings (2,270)
Unrealized gain on securities available for sale 169
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Total Stockholders' Equity 479,209
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Total Liabilities and Stockholders' Equity $494,527
========
</TABLE>
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IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
Consolidated Statement of Income
For the period from commencement of operations
(October 22, 1997) through December 31, 1997
<TABLE>
<S> <C>
Interest Income:
Repurchase agreements and interest bearing deposits $ 3,388
Securities available for sale 1,404
Loans 1,676
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Total Interest Income: 6,468
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Operating Expenses:
Management fees 940
Due diligence expenses 487
Other 276
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Total Expenses before Nonrecurring Charge: 1,703
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Income before Nonrecurring Charge 4,765
Nonrecurring Charge (Stock Options Granted to Manager) 2,550
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Net Income $ 2,215
===========
Earnings per share:
Basic $ 0.06
Diluted $ 0.06
Weighted average common shares outstanding:
Basic 34,500,000
Diluted 34,678,550
</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 Quarterly Report on Form
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10-Q filed with the SEC on November 26, 1997 and other filings made by the
Company with the SEC.
The Company will hold a teleconference on Tuesday, February 10, 1998 at
10:00 A.M. Pacific Time, 1:00 P.M. Eastern Time. The phone number for the
teleconference is (719) 386-9000 and confirmation code is 431958. To access a
replay of the teleconference, please call (402) 530-0481 on or before February
12, 1998.
For further information, please contact Mark Karlan at (310) 231-1280 or
Karen Montandon at (310) 791-8022.
