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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-K/A
[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-23089
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
11601 Wilshire Blvd., Suite 2080
Los Angeles, CA 90025
(310) 231-1280
Incorporated in the State of Maryland Employer Identification No. 95-4648345
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
<TABLE>
<S> <C>
Title of each class Name of each exchange on which registered
Common Stock, $0.0001 par value The Nasdaq Stock Market
Preferred Share Purchase Rights The Nasdaq Stock Market
</TABLE>
----------------
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 (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 the Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant based upon the closing sales price of its Common Stock on March 27,
1999 on the Nasdaq Stock Market was approximately $227,280,625.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Common stock, $0.0001 par
value--28,500,000 shares as of March 27, 1999.
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<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
1998 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
<TABLE>
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Page
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<C> <S> <C>
Part I
Item 1. Business 3
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Part II
Market For Registrant's Common Equity and Related Stockholder
Item 5. Matters 9
Item 6. Selected Consolidated Financial Data 10
Management's Discussion and Analysis of Financial Condition
Item 7. and Results of Operations 11
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 19
Item 8. Financial Statements and Supplementary Data 23
Changes in and Disagreements with Accountants on Accounting
Item 9. and Financial Disclosure 47
Part III
Item 10. Directors and Executive Officers of the Registrant 47
Item 11. Executive Compensation 51
Item 12. Security Ownership of Certain Beneficial Owners and Management 58
Item 13. Certain Relationships and Related Transactions 59
Part IV
Exhibits, Financial Statement Schedules, and Reports on Form
Item 14. 8-K 66
</TABLE>
The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1998 is being amended hereby to add responses to Items 11 and 12 (in light
of the fact that the Company's Proxy Statement is not being filed within 120
days after the end of its last fiscal year), to clarify and supplement
disclosures in Items 10 and 13 and to clarify certain disclosure in Item 5.
Where To Find Documents Incorporated By Reference
Imperial Credit Commercial Mortgage Investment Corp. files annual, quarterly
and special reports, proxy statements and other information with the
Securities and Exchange Commission ("SEC"). Interested parties may read and
copy any reports, statements or other information that ICCMIC files with the
SEC at the SEC's public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. These SEC filings are also
available to the public from commercial document retrieval services at the
Internet world wide web site maintained by the SEC at "http://www.sec.gov."
2
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PART I
Item 1. Business
General
Imperial Credit Commercial Mortgage Investment Corp. ("ICCMIC") was organized
as a Maryland corporation on July 31, 1997, commenced operations on October 22,
1997, the date of completion of its initial public offering, and has elected to
be taxed as a real estate investment trust ("REIT") under the Internal Revenue
Code of 1986, as amended (the "Code"). Imperial Credit Commercial Asset
Management Corp. (the "Manager"), a wholly-owned subsidiary of Imperial Credit
Industries, Inc. ("Imperial Credit"), manages the day-to-day operations of
ICCMIC, subject to the supervision of ICCMIC's Board of Directors (the
"Board").
ICCMIC has acquired investments from Imperial Credit, Southern Pacific Bank
("SPB"), a wholly-owned subsidiary of Imperial Credit formerly known as
Southern Pacific Thrift & Loan Association, and Franchise Mortgage Acceptance
Company ("FMAC"), a 38%-owned affiliate of Imperial Credit, as well as from
independent third parties. The following diagram illustrates the relationships
among ICCMIC, Imperial Credit and their affiliates.
[DIAGRAM OF RELATIONSHIPS AMONG ICCMIC, IMPERIAL CREDIT AND OTHER AFFILIATES]
- -------
(1) ICCMIC's outstanding Common Stock is held by Imperial Credit (approximately
11%) and various public stockholders (including certain directors, officers
and employees of ICCMIC, the Manager and Imperial Credit, members of their
respective immediate families and certain other persons).
(2) The Manager has entered into a Management Agreement with ICCMIC, pursuant
to which the Manager formulates operating strategies and provides certain
managerial and administrative functions for the Company, subject to the
supervision of ICCMIC's Board of Directors.
(3) Imperial Credit, SPB and FMAC have sold loans and securities to ICCMIC for
cash.
(4) See the following paragraph for a description of ICCMIC's subsidiaries.
ICCMIC has established various subsidiaries to hold real estate investments
and for other purposes. The real estate subsidiaries are comprised of three
wholly-owned C corporations, six wholly-owned limited liability companies, one
indirect wholly-owned limited partnership and two substantially wholly-owned
foreign
3
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corporations (treated as partnerships for income tax purposes) which
collectively hold the twenty one real property investments of ICCMIC. The
other subsidiaries, all wholly-owned, are Imperial Credit Commercial Mortgage
Acceptance Corp., formed for securitization transactions, a limited liability
company formed in connection with a mortgage loan originated by ICCMIC and a C
corporation formed for the potential holding of any real estate which might be
obtained through foreclosure proceedings. References herein to the "Company"
refer to ICCMIC and its subsidiaries unless the context requires otherwise.
In October 1997, the Securities and Exchange Commission (the "SEC") declared
effective ICCMIC's Registration Statements on Form S-11 (File Nos. 333-32683
and 333-38015) relating to the initial public offering of 34,500,000 shares of
ICCMIC's Common Stock at an initial public offering price of $15.00 per share.
As part of ICCMIC's initial public offering, 2,970,000 shares of Common Stock
were sold to Imperial Credit and approximately 500,000 shares of Common Stock
were sold to certain directors, officers and employees of the Company, the
Manager and Imperial Credit and members of their respective immediate
families, in each case net of the underwriting discount. On October 22, 1997,
ICCMIC completed the offering of the 34,500,000 shares including 4,500,000
shares to cover over-allotments, with gross proceeds of $513.9 million and net
proceeds to ICCMIC of $479.3 million. During 1998, the Company repurchased
6,000,000 shares of its Common Stock at an average price of $9.39 per share,
pursuant to previous authorizations of the Board.
Forward-Looking Statements
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, and the
other risks detailed in ICCMIC's Registration Statement on Form S-11, as
amended, filed with the SEC, periodic reports on Forms 10-Q, 8-K and 10-K and
any amendments with respect thereto filed with the SEC and other filings made
by ICCMIC with the SEC. ICCMIC does not undertake, and specifically disclaims
any obligation, to publicly release the results of any revisions which may be
made to any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date of such
statements.
Investments
The Company invests primarily in real estate related assets with a view to
maximizing both income for distribution to stockholders and stockholder value,
consistent with levels of risk that are perceived by the Company to be
acceptable. The Company determines whether risk levels are acceptable in
making investment decisions through asset and collateral analyses and by
evaluating investment risks and potential rewards. Pending investment of its
funds in real estate related assets, the Company has invested its funds in
readily marketable securities or interest-bearing deposit accounts, consistent
in each case with maintaining ICCMIC's status as a REIT.
The Company's real estate related assets primarily consist of multifamily
and commercial mortgage loans ("Mortgage Loans"), commercial Real Property (as
defined below), and interests in multifamily and commercial mortgage-backed
securities ("CMBS"). A majority of the Mortgage Loans and all of the CMBS
interests were acquired from Imperial Credit and its affiliates. The Company
has determined that it operates in four principal
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business segments for financial reporting purposes. These four business
segments are small balance Mortgage Loan pools acquired, individual large
balance Mortgage Loans originated or acquired, Real Property and securities
available-for-sale. Further business segment information is presented in note
13 to the Company's consolidated financial statements included elsewhere
herein (the "Financial Statements").
As of December 31, 1998, the Company's real estate related investments
included $556.6 million ($552.9 million principal balance) of Mortgage Loans
carried at amortized cost less an allowance for loan losses, $107.7 million of
real property carried at cost less accumulated depreciation, and $57.7 million
of securities available-for-sale, carried at estimated fair value. The
Mortgage Loans were secured by properties in 40 states and included 968
multifamily loans ($270.2 million principal balance), 374 commercial loans
($264.7 million principal balance) and one construction loan participation
($18.0 million principal balance). The Mortgage Loans included 741 variable
interest rate loans and 602 fixed interest rate loans. A total of 38 out of
1,343 loans were over 90 days past due as of December 31, 1998 (see note 3 to
the Financial Statements). Loans held at December 31, 1998 that ICCMIC
acquired from affiliated companies included 985 Mortgage Loans ($353.5 million
principal balance) that it acquired from SPB and 55 loans ($54.5 million
principal balance) that it acquired from FMAC.
Securities available-for-sale at December 31, 1998 included $46.7 million of
CMBS interests that were acquired from Imperial Credit and SPB upon the
closing of ICCMIC's initial public offering, $6.0 million of asset-backed
subordinated notes issued by FMAC as part of a securitization and a $5 million
investment in common stock of a private equity REIT.
The Company acquired approximately $108.0 million of real property during
the year ended December 31, 1998. The real property consists of (i) the
Mission Marketplace, a 343,000 square foot shopping center in Oceanside,
California, (ii) the Atrium Tower, a 149,000 square foot office building in
Las Vegas, Nevada, (iii) The Terraces, a 178,000 square foot shopping center
in Rancho Palos Verdes, California, (iv) seventeen properties in Arizona,
Texas and New Mexico subject to "triple-net" leases with the Ugly Duckling
Corporation and (v) a 106,000 square foot office building in a suburb of
Paris, France.
The Company may acquire additional Mortgage Loans and CMBS interests from
Imperial Credit, SPB and other affiliates and from independent third parties.
The Company also may acquire real property assets directly from independent
third parties. The purpose of any of these potential investments would be to
increase the Company's earnings and dividend paying capacity.
The following is a summary of the guidelines setting forth the general
parameters for the Company's investments, borrowings and operations (the
"Guidelines"). The Board (including a majority of the directors not affiliated
with the Manager or its affiliates ("Independent Directors")) approved the
Guidelines, and the Guidelines may be changed by the Board without a vote of
the stockholders. The Manager is empowered to make the day-to-day investment
decisions of the Company based on the Guidelines. Such investment decisions
may include decisions to issue commitments on behalf of the Company to
purchase Mortgage Loans, Real Property, CMBS interests and other assets
meeting the investment criteria of the Company. The Independent Directors
review all transactions of the Company on a quarterly basis to insure
compliance with the Guidelines. The Independent Directors are likely to
continue to rely substantially on information and analysis provided by the
Manager to evaluate the Company's Guidelines, compliance therewith and other
matters relating to the Company's investments, borrowings and operations.
The Company, in consultation with the Manager, may establish underwriting
criteria for evaluating potential investments and, if such underwriting
criteria are established, the Company, in consultation with the Manager, may
modify such underwriting criteria at any time. The Company's policy generally
is to offer a price for each asset that it contemplates acquiring not greater
than the price that the Manager estimates to be sufficient to generate an
acceptable risk-adjusted return to the Company from the acquisition of that
asset. The Company is permitted to take an opportunistic approach to its
investments, and may acquire any of the types of assets described in the
Guidelines if the Company and the Manager determine that to do so would be in
the Company's best interests. The Company has not set predefined limits on the
percentage of its assets that may be invested in
5
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any particular asset type described in the Guidelines (except for a 20% limit
on foreign assets), so that the Company may react to opportunities that are
created by changes in market conditions in considering potential investments
and financing techniques.
As of December 31, 1998, the Company had one investment outside of the
United States, an office building located in a suburb of Paris, France, which
represented less than 3% of the Company's total assets. The Company has an
outstanding commitment to fund a second mortgage loan on an office park
renovation in London, England near Heathrow Airport. This commitment is for
approximately 18 million British pounds (approximately $30 million or 4% of
total assets). The Company has no current plans to make any significant
additional investments outside of the United States.
At the time of the Company's initial public offering, SPB entered into an
agreement granting to ICCMIC, for so long as the Management Agreement with the
Manager (as described below) remains in effect, a right of first offer to
purchase not less than $150 million annually of Mortgage Loans typical of
loans originated by SPB, small balance Mortgage Loans (i.e., loans less than
$3 million) secured by multifamily and commercial properties. The Company
acquired in excess of $150 million of Mortgage Loans from SPB during each of
1997 and 1998; however, the Company has not acquired any Mortgage Loans from
SPB after June 30, 1998. While the Company believes that pools of Mortgage
Loans from SPB will continue to be appropriate investments for the Company
given the Company's investment strategy and Guidelines, no assurance exists
that the Company and SPB will be able to agree upon pricing for such Mortgage
Loans or that future pools of Mortgage Loans from SPB will continue to fall
within the Company's investment strategy and Guidelines.
The Company maintains a relationship with Imperial Credit and SPB in which
the Company is a ready, willing and able purchaser of not only pools of
Mortgage Loans but also of CMBS interests and Mezzanine Loans (as defined
below) that may be offered for sale from time to time by Imperial Credit and
SPB. The Company has not identified other types of assets to be purchased from
Imperial Credit and its affiliates, but it would consider purchasing any
assets in accordance with the Guidelines. Although no binding commitment
exists on the part of Imperial Credit, SPB or the Company regarding the sale
and purchase of such assets, the Company would consider the purchase of such
assets from Imperial Credit and SPB only on terms and at prices meeting the
Company's investment criteria. The Independent Directors of the Board
unanimously approved the acquisition of the investments acquired by the
Company from Imperial Credit and SPB at the time of the Company's initial
public offering and review on a quarterly basis all of the Company's
transactions with Imperial Credit and its affiliates.
The Company takes an opportunistic approach to its investments and,
accordingly, the Company may invest in assets other than Mortgage Loans, Real
Property and CMBS interests. This approach allows the Company to maintain
flexibility so that other types of real estate related assets are considered
for investment when the risk-adjusted return to the Company of such investment
is acceptable given the nature and quality of the investment. The Company may
originate or invest in loans secured by junior liens on real property
("Mezzanine Loans") and loans to finance the construction or rehabilitation of
multifamily, commercial and other real property ("Construction Loans"). The
Company may invest in multifamily and commercial mortgage loans that are in
default ("Nonperforming Mortgage Loans") or for which default is likely or
imminent or for which the borrower is making monthly payments in accordance
with a forbearance plan ("Subperforming Mortgage Loans" and, together with
Nonperforming Mortgage Loans and other distressed mortgage loans, "Distressed
Mortgage Loans"). The Company may invest in mortgage loans secured by real
property located outside the United States. Mortgage Loans, Mezzanine Loans,
Construction Loans, Distressed Mortgage Loans, foreign mortgage loans and
other mortgage loans are referred to collectively as "Mortgage Loan
Investments."
The Company may invest in multifamily, commercial and other real property
("Real Property"), including properties acquired at foreclosure or by deed-in-
lieu of foreclosure ("REO Property") and other underperforming or otherwise
distressed Real Property (all of such underperforming and distressed Real
Property, together with REO Property, is referred to collectively as
"Distressed Real Property"). In addition, the Company may invest in Real
Property located outside the United States. Mortgage Loan Investments, CMBS
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interests and Real Property are referred to collectively as "Real Estate
Related Assets." The Company has not made any investments in Distressed
Mortgage Loans or Distressed Real Property and has no current plans to do so.
The Company also may invest in assets unrelated to real estate, subject to
REIT limitations under the Code. The Company has invested in a limited amount
of assets unrelated to real estate, such as money market funds, that are
within the REIT limitations under the Code, and may continue to do so.
A summary of the Company's invested assets acquired from Imperial Credit and
its affiliates and acquired from unrelated third parties as of December 31,
1998 and 1997 is presented in the following table (in millions of dollars).
<TABLE>
<CAPTION>
1998 1997
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<S> <C> <C>
Mortgage Loans:
Principal balance--affiliates............................ $408.0 $203.0
Principal balance--third parties......................... 144.9 58.3
------ ------
Total principal balance.................................. 552.9 261.3
Unamortized premium...................................... 14.3 12.4
Unearned loan fees....................................... (2.6) --
Allowance for loan losses................................ (8.0) (1.7)
------ ------
Carrying Amount of Mortgage Loans...................... 556.6 272.0
------ ------
Real Property--third parties............................... 107.7 --
------ ------
CMBS--affiliates........................................... 46.7 54.3
Subordinated notes--affiliate.............................. 6.0 --
Equity REIT--third party................................... 5.0 5.0
------ ------
Securities Available-for-Sale............................ 57.7 59.3
------ ------
Total Invested Assets.................................. $722.0 $331.3
====== ======
</TABLE>
Leverage (Dollar amounts in thousands)
To create yields commensurate with its investment objectives, the Company
intends to continue to leverage its assets primarily through warehouse lines
of credit, the issuance of collateralized mortgage obligations ("CMOs"),
reverse repurchase agreements and other borrowing arrangements, pledging its
assets as collateral security for its repayment obligations. The Company's
business plan has been to use the proceeds from securitizations and other
borrowings to invest in additional Mortgage Loan Investments, CMBS interests
and other assets and, in turn, to borrow against such assets and to repeat the
process of borrowing and investing until it has significantly leveraged its
portfolio of assets. The Company expects a substantial portion of its cash
flow to consist of the difference between the income generated by its assets
and the interest expense incurred with respect to such borrowings, net of
hedging and other costs. The Company may hedge all or a portion of the
interest rate risk associated with its borrowings through the use of interest
rate protection products. Any such techniques are subject to risks and may
affect the Company's earnings adversely. The Company may bear a level of
interest rate risk that could otherwise be hedged when the Manager believes,
based on all relevant facts, that bearing such risk is prudent. As of December
31, 1998, the Company had an outstanding interest rate swap with a notional
balance of $71,954 whereby the Company collects monthly interest based on one-
month LIBOR and remits monthly interest based on a fixed rate of approximately
5.99%. The notional balance declines pursuant to a fixed amortization schedule
through April 15, 2008. This interest rate swap serves as a hedge against the
Company's floating rate debt and had a present value cost at December 31, 1998
of approximately $1,669. No assurances can be made that the Company's
investment and leverage strategy can be fully implemented or will be
successful.
While there are no specific limits on the Company's leverage in the
Guidelines, there are provisions dealing with leverage. The Guidelines
generally provide, among other things, that (a) investments be made for which
leverage is either in place at the time investments are made or, in the
opinion of the Manager, readily obtainable,
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(b) nonrecourse or limited recourse financing be obtained whenever reasonably
possible, (c) the leverage ratio of the Company's overall indebtedness to its
assets be at a level determined by the Company to be appropriate under the
circumstances and (d) the Company's delegation to the Manager of the authority
to arrange borrowings for the Company is subject to periodic review by the
Board.
As of December 31, 1998, the Company had outstanding borrowings of $279,000
under its secured warehouse line, $3,557 from a secured bank loan and $48,575
from mortgages secured by real property. These borrowings resulted in a debt
to equity ratio of 0.81 to 1.00 or debt as a percent of total capitalization
of 45% at December 31, 1998. At December 31, 1997, the Company had no
borrowing arrangements or derivative instruments in effect.
Competition
The Company is engaged in a business that is highly competitive and that may
become more competitive in the future as others enter the market, which may
affect adversely the Company's ability to achieve its investment objectives.
In acquiring Real Estate Related Assets, the Company will compete with other
REITs, investment banking firms, savings and loan associations, banks,
mortgage bankers, insurance companies, mutual funds, other lenders, federal
agencies and other entities purchasing similar assets, many of which have
established operating histories and procedures, may have access to greater
capital and other resources and may have other advantages over the Company in
conducting certain businesses and providing certain services. There are
several REITs similar to ICCMIC, and others may be organized in the future.
The effect of the existence of additional REITs is to increase competition for
the available supply of Real Estate Related Assets of the types the Company
contemplates acquiring. The Company's net earnings will depend, in large part,
on the Company's ability to acquire and originate Mortgage Loan Investments,
Real Property and CMBS interests having yields that produce favorable spreads
over the Company's borrowing costs. Increased competition for the acquisition
of Mortgage Loan Investments, Real Property and CMBS interests or a reduction
in the available supply of such assets could result in higher prices and thus
lower yields, which could narrow (or make negative) the yield spread on such
assets relative to the Company's borrowing costs. In addition, the Company's
competitors may seek to establish relationships with the financial
institutions and other firms from which the Company could acquire such assets.
There can be no assurance that the Company will be able to acquire sufficient
Real Estate Related Assets at favorable spreads relative to the Company's
borrowing costs to achieve the Company's objectives. In addition, there can be
no assurance that a supply of Real Estate Related Assets suitable for
acquisition by the Company will continue to be available, or that changes in
market conditions or applicable laws will not affect the availability of
suitable Real Estate Related Assets.
Employees
As of December 31, 1998, the Company had no employees. The Company is
managed by the Manager. The Company is not a party to any collective
bargaining agreement.
Item 2. Properties
The Company's executive offices and administrative facilities occupy
approximately 6,400 square feet of space in Los Angeles, California. The
Company leases its facilities from an unaffiliated third party pursuant to a
lease agreement expiring in 2002. Management believes that these facilities
will be adequate for the Company's foreseeable needs.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
8
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PART II
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
ICCMIC's Common Stock is listed on The Nasdaq Stock Market under the symbol
ICMI. The high, low, and closing sale prices for the Common Stock for the
period from October 17, 1997 through December 31, 1998 as reported by The
Nasdaq Stock Market were as follows:
<TABLE>
<CAPTION>
Stock Prices
--------------------
High Low Close
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<S> <C> <C> <C>
1997:
Fourth quarter...................................... 19.125 14.375 14.625
1998:
First quarter....................................... 16.750 14.125 15.000
Second quarter...................................... 16.500 12.875 13.063
Third quarter....................................... 13.063 8.563 9.750
Fourth quarter...................................... 10.375 6.500 9.375
</TABLE>
On March 27, 1999, the last reported sale price of the Common Stock on The
Nasdaq Stock Market was $8.9375 per share. As of March 27, 1999, there was a
total of approximately 2,700 holders of record and beneficial owners of
ICCMIC's Common Stock.
To maintain its qualification as a REIT, ICCMIC is required to pay dividends
to stockholders of at least 95% of its taxable income (which may not
necessarily equal net earnings as calculated in accordance with generally
accepted accounting principles ("GAAP")), determined without regard to the
deduction for dividends paid and excluding any net capital gains. ICCMIC
declares regular quarterly dividends. ICCMIC intends to distribute annually
any taxable income remaining after the distribution of the regular quarterly
or other dividends, on or prior to the first regular quarterly dividend
payment date of the following taxable year. The Company's dividend policy is
subject to revision at the discretion of the Board. Distributions in excess of
those required for ICCMIC to maintain REIT status may be made at the
discretion of the Board and would depend on the taxable earnings of ICCMIC,
the financial condition of ICCMIC and such other factors as the Board deems
relevant. ICCMIC has declared dividends based on 100% of its taxable income to
date, has not declared any distributions in excess of this amount (i.e.,
return of capital distributions) and has no current plans to do so. The Board
has not established a minimum distribution level.
Distributions to stockholders generally will be taxable as ordinary income,
although a portion of such distributions may be capital gains or may
constitute a tax-free return of capital. ICCMIC will furnish annually to each
of its stockholders of record a statement setting forth distributions paid
during the preceding year and their characterization as ordinary income,
capital gain or return of capital.
The table presented below details the cash dividends declared by ICCMIC for
1997 and 1998.
<TABLE>
<CAPTION>
Amount
Per Share Record Date Payment Date
--------- ----------- ------------
<S> <C> <C> <C>
1997--Initial period of
operations....................... $0.13 Dec. 31, 1997 Jan. 16, 1998
=====
1998:
First Quarter................... $0.24 Mar. 31, 1998 Apr. 14, 1998
Second Quarter.................. 0.28 Jul. 9, 1998 Jul. 23, 1998
Third Quarter................... 0.33 Sept. 30, 1998 Oct. 14, 1998
Fourth Quarter.................. 0.33 Dec. 31, 1998 Jan. 21, 1999
-----
Year.......................... $1.18
=====
</TABLE>
The aforementioned dividends were all ordinary income and reportable for the
calendar years 1997 ($0.13 per share) and 1998 ($1.18 per share). The first
quarter 1998 dividend of $0.24 per share included approximately $0.0075 per
share of previously undistributed taxable income for 1997. The Company
recently announced that
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its first quarter 1999 dividend of $0.30 per share included approximately
$0.0054 per share of previously undistributed taxable income for 1998 and that
the dividend would be paid on April 15, 1999 to stockholders of record on
March 31, 1999.
Item 6. Selected Consolidated Financial Data
The following selected consolidated (a) statement of earnings data for the
year ended December 31, 1998 and the period from July 31, 1997 (Inception)
through December 31, 1997 and (b) balance sheet data as of December 31, 1998
and 1997 were derived from the Company's consolidated financial statements
audited by KPMG LLP, independent auditors, whose report with respect thereto
appears elsewhere herein. Such selected financial data should be read in
conjunction with those consolidated financial statements and the notes thereto
and with "Management's Discussion and Analysis of Financial Condition and
Results of Operations," also included elsewhere herein.
Imperial Credit Commercial Mortgage Investment Corp.
For the year ended December 31, 1998 and the
period from July 31, 1997 (Inception) through December 31, 1997
and as of December 31, 1998 and 1997
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
1998 1997
----------- --------
<S> <C> <C>
Statement of Earnings Data:
Interest Income.......................................... $ 49,737 $ 6,467
Real Property Rental Income.............................. 7,684 --
----------- --------
Total Income........................................... 57,421 6,467
----------- --------
Operating Expenses:
Management fees.......................................... 6,319 940
Interest expense......................................... 11,165 --
Provision for loan losses................................ 6,300 --
Write-down of securities available-for-sale.............. 4,554 --
Depreciation of real property............................ 1,755 --
Real property operating expenses......................... 1,872 --
Due diligence expenses................................... 1,659 487
Stock options issued to Manager and its employees........ 97 2,550
Other.................................................... 1,456 331
----------- --------
Total Expenses......................................... 35,177 4,308
----------- --------
Net Earnings........................................... $ 22,244 $ 2,159
=========== ========
Earnings per share--Basic and diluted...................... $ 0.68 $ 0.06
=========== ========
Cash dividends declared per share.......................... $ 1.18 $ 0.13
=========== ========
<CAPTION>
1998 1997
----------- --------
<S> <C> <C>
Balance Sheet Data:
Total invested assets...................................... $ 721,982 $331,330
Total assets............................................... 757,174 495,137
Total outstanding borrowings............................... 331,132 --
Total liabilities.......................................... 348,365 15,435
Total stockholders' equity................................. $ 408,809 $479,702
Ratio of outstanding borrowings to stockholders' equity.... 0.81 to 1.0 --
</TABLE>
10
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
ICCMIC was incorporated in Maryland on July 31, 1997 for the purpose of
investing primarily in Mortgage Loans, Real Property and CMBS interests. The
Company expects to generate income for distribution to its stockholders
primarily from the net earnings derived from its investments in Real Estate
Related Assets. The Company continues to operate in a manner that permits it
to maintain its status as a REIT for federal income tax purposes.
On October 22, 1997, ICCMIC completed its initial public offering of 34.5
million shares, with gross proceeds of $513.9 million and net proceeds to
ICCMIC of $479.3 million. The Company's sole activity through October 21, 1997
consisted of the organization and startup of the Company. As of December 31,
1997, ICCMIC had invested $331.3 million, or 69%, of the net proceeds of the
initial public offering. As of December 31, 1998, ICCMIC had repurchased 6.0
million shares of its Common Stock at a cost of $56.3 million, had invested
assets of $722.0 million and had outstanding borrowings of $331.1 million.
The Company's invested assets are classified among four principal business
segments; small balance Mortgage Loan pools acquired, individual large balance
Mortgage Loans originated or acquired, Real Property and securities available-
for-sale ("Securities"). The Company's invested assets as of December 31, 1998
and 1997 are presented in the following table (in thousands of dollars).
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Mortgage Loan pools........................................ $470,142 $272,009
Large Mortgage Loans....................................... 86,506 --
Real Property.............................................. 107,663 --
Securities................................................. 57,671 59,321
-------- --------
Total Invested Assets.................................... $721,982 $331,330
======== ========
</TABLE>
As of December 31, 1998, the Company had outstanding borrowings of $331.1
million of which $279.0 million was secured by mortgage pools and $52.1
million was secured by real property. There were no outstanding borrowings as
of December 31, 1997.
During the year ended December 31, 1998, the Company's first full year of
operations, the Company generated total revenue of $57.4 million, resulting in
net earnings of $22.2 million or $0.68 per share of Common Stock diluted.
During the Company's initial short period of operations from October 22, 1997
(date of commencement of operations) to December 31, 1997, the Company
generated total revenue of $6.5 million, resulting in net earnings of $2.2
million or $0.06 per share of Common Stock diluted.
Dollar amounts in the remainder of this Item 7, other than per share
amounts, are expressed in thousands.
Results of Operations
Year Ended December 31, 1998 Compared to Period From July 31, 1997
(Inception) to December 31, 1997 (Note that the Initial Short Period of
Operations Substantively Commenced on October 22, 1997)
Dividends Declared and Accrued Dividends In Excess Of Earnings. The Company
declared dividends for the periods ended December 31, 1998 and 1997 of $36,948
and $4,485 ($1.18 and $0.13 per share of Common Stock), respectively. These
dividends related to the Company's first full fiscal year ended December 31,
1998 and the Company's initial short period of operations from October 22,
1997 (date of commencement of operations) to December 31, 1997. As a result of
these dividends, the Company incurred accrued dividends in excess of earnings
of $14,704 and $2,326 for the periods ended December 31, 1998 and 1997,
respectively. The increase from 1997 to 1998 is due to the start-up and growth
of the Company's operations after the completion of its initial public
offering, which closed on October 22, 1997, and the fact that 1998 was a full
year of
11
<PAGE>
operations whereas 1997 was a period in which the Company had only ten weeks
of operations (this explanation is hereinafter referred to as the Company's
"Ramp-up").
Interest Income. The following table sets forth information regarding the
total amount of income from interest-earning assets and the resultant average
yields. Information is based on daily average balances during the reported
period.
<TABLE>
<CAPTION>
For the period October 22,
For the year ended 1997
December 31, 1998 to December 31, 1997
------------------------------ ------------------------------
Interest Average Annualized Interest Average Annualized
Income Balance Yield Income Balance Yield
-------- -------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage Loan pools..... $35,916 $419,083 8.57% $1,676 $109,639 7.86%
Large Mortgage Loans.... 4,396 43,695 10.06% -- -- --
Securities.............. 6,153 57,589 10.68% 1,403 54,505 13.24%
Repurchase agreements
and interest
bearing deposits....... 2,454 45,522 5.39% 3,388 314,832 5.53%
------- -------- ------ --------
Total................. $48,919 $565,889 8.64% $6,467 $478,976 6.94%
======== ====== ========
Additional interest from
FMAC call.............. 818
-------
Total................. $49,737
=======
Net interest income for the periods is as follows:
<CAPTION>
Interest Interest Net Interest Interest Interest Net Interest
Income Expense Income Income Expense Income
-------- -------- ------------ -------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mortgage Loan pools..... $36,734 $ 8,830 $27,904 $1,676 -- $1,676
Large Mortgage Loans.... 4,396 383 4,013 -- -- --
Securities.............. 6,153 -- 6,153 1,403 -- 1,403
Other................... 2,454 42 2,412 3,388 -- 3,388
------- -------- ------- ------ -------- ------
Total................. $49,737 $ 9,255 $40,482 $6,467 -- $6,467
======= ======== ======= ====== ======== ======
</TABLE>
The increase in interest income, interest expense and net interest income
from 1997 to 1998 is due primarily to the Company's Ramp-up and the fact that
the Company had no borrowings or interest expense in 1997. The increase in the
yield on mortgage loan pools is due in part to the increase in interest rates
on recently originated variable interest rate loans migrating out of initial
teaser interest rates and the relative mix of higher interest rate loan
portfolios outstanding during 1998 as compared to the 1997 short period. The
decrease in yield on securities during 1998 as compared to the 1997 short
period is due primarily to the higher yield in 1997 on the Company's interest-
only securities (when such securities were newly issued) as compared to 1998.
Interest expense on borrowings secured by Real Property is not included
above.
Real Property Rental Income. The following table sets forth information
regarding rental income and operations for the year ended December 31, 1998
from the Company's Real Property, all of which is income producing. There were
no Real Property operations in 1997 since all the acquisitions occurred during
1998. The 1998 operations are not indicative of future operations since the
Company owned each Real Property interest for only a portion of the year.
<TABLE>
<S> <C>
Real Property rental income.......................................... $7,684
Less Real Property operating expenses................................ 1,872
------
Real Property operating income....................................... 5,812
Less interest expense................................................ 1,911
------
Real Property income before depreciation............................. 3,901
Less depreciation.................................................... 1,755
------
Income from Real Property before REIT management fee................. $2,146
======
</TABLE>
12
<PAGE>
Operating Expenses. Management fees for the periods ended December 31, 1998
and 1997 of $6,319 and $940, respectively, were comprised solely of the 1% per
annum base management fee paid to the Manager for the periods (as provided in
the Management Agreement between the Company and the Manager). The Manager has
earned no incentive management fee. In addition to the management fee, the
Company incurred due diligence and asset acquisition expenses of $1,659 and
$487 in 1998 and 1997, respectively. Other expenses were comprised of
interest, insurance premiums, directors' fees, occupancy costs, investor
relations expenses, professional fees and other miscellaneous expenses. The
increase in expenses for 1997 to 1998 was due primarily to the Company's Ramp-
up.
The average outstanding borrowings for the year ended December 31, 1998 was
$164,847 with interest expense of $11,165, and a resulting weighted average
interest rate of 6.77%, and the highest amount outstanding during 1998 was
$342,745. Weighted average borrowings, interest expense and resulting weighted
average interest rates for 1998 by business segment were $131,321, $8,829 and
6.72% for small balance Mortgage Loan pools, $5,911, $383 and 6.48% for large
Mortgage Loans, and $27,615, $1,911 and 6.92% for Real Property, respectively.
There were no outstanding borrowings or related interest expense during the
prior period ended December 31, 1997 since the Company had not fully invested
the proceeds from its initial public offering.
Operating expenses in 1998 included certain non-cash charges of $10,854
($0.33 per share). These charges were comprised of (a) a $4,554 impairment
write-down of the Company's CMBS interest-only securities to estimated fair
value based primarily on accelerated prepayments of the underlying mortgage
loan collateral as well as market conditions and (b) a $6,300 increase in the
allowance for loan losses on the Company's Mortgage Loans primarily to address
increased delinquencies on a multifamily and commercial loan portfolio
previously acquired from an unaffiliated third party and to establish an
allowance for loan losses on Mortgage Loans acquired or originated in 1998.
There were no similar non-cash charges in 1997 for write-downs or provision
for loan losses although the Company recognized a non-cash charge of $2,550
($0.07 per share) for stock options issued to the Manager in 1997.
Changes in Financial Position
December 31, 1998 Compared to December 31, 1997
General. During the year ended December 31, 1998, total assets increased by
$262,037. This increase was comprised of $288,964 of mortgage loans and
accrued interest, $107,663 of real property, $4,275 of other assets, and
$11,496 of cash and interest bearing deposits, offset by a decrease in
repurchase agreements of $148,711 and securities available-for-sale of $1,650.
Total liabilities increased by $332,930 to $348,365 during the period as a
result of increases in (a) a secured warehouse facility of $279,000, (b) a
secured bank loan of $3,557, (c) mortgage loans secured by real property of
$48,575 and (d) increases in declared but unpaid dividends of $4,920, accrued
management fees of $1,000, interest payable of $1,185 and deferred revenues
and deposits of $1,546, offset by reductions in amounts due to an affiliate
for mortgage loans acquired of $6,385 and various other payables of $468.
Cash and Interest Bearing Deposits. At December 31, 1998, the Company's
total cash and interest bearing deposits aggregated $23,398, an increase of
$11,496 over 1997. Cash deposits were comprised primarily of interest bearing
deposits.
Repurchase Agreements. Prior to investing the net proceeds raised from the
Company's initial public offering in longer-term investments, the Company
entered into repurchase agreements with three major investment banks whereby
the Company purchased securities from the counterparty (investment bank) and
agreed to resell the securities back to the counterparty (who agreed to
repurchase those securities) at a specified future date, usually overnight or
within one week of the original purchase. Repurchase agreements are recorded
at the amounts at which the securities will be subsequently resold plus
accrued interest, as specified in the respective agreements. The securities
purchased are held in custody for the benefit of the Company. All of the
transactions are in United States agency or investment grade securities. The
Company's exposure to credit risks
13
<PAGE>
associated with the non-performance of counterparties in fulfilling their
contractual obligations can be directly impacted by market fluctuations, which
may impair the counterparties' ability to satisfy their repurchase
obligations. The Company monitors the market value of the underlying
securities relative to the amounts due under the repurchase agreements and,
when necessary, requires prompt additional collateral or reduction in loan
balance to ensure that the market value of all collateral remains sufficient
to protect the Company in the event of a default by the counterparty.
The Company earned interest income of $2,454 and $3,388 during the year
ended December 31, 1998 and the period October 22, 1997 to December 31, 1997,
respectively, from its investment in interest bearing deposits and repurchase
agreements. Of such income, the Company earned $2,077 and $2,186,
respectively, from investments in repurchase agreements. No repurchase
agreements were outstanding at December 31, 1998.
Mortgage Loans. The carrying amount of the Company's Mortgage Loans
increased by $284,639 during the year ended December 31, 1998. This increase
was due to the acquisition or origination of 608 new loans for $381,189 offset
by 137 loan payoffs and other principal reductions totaling $88,392,
amortization of premium of $1,858 and the addition to the allowance for loan
losses of $6,300. The loan acquisitions included small balance Mortgage Loan
pool acquisitions of $291,298, of which 575 loans for $288,404 were acquired
from affiliates and 22 loans for $2,894 were acquired from unrelated third
parties. Also, 11 large Mortgage Loans totaling $89,891 net of unearned fees
were originated or acquired from unrelated third parties. Principal reductions
and payoffs included $85,540 for small balance Mortgage Loan pools and $2,852
of reductions of large Mortgage Loans. Included in the small balance Mortgage
Loan pool payoffs were 8 loans totaling $20,700 which were sold back to FMAC
as a result of a call and resulted in additional interest income of $818. The
loans acquired by the Company from FMAC are subject to put and call
arrangements generally based on the purchase price of the subject loan plus
accrued interest. The carrying amount of Mortgage Loans at December 31, 1997
was the result of acquisitions made during the 1997 short period.
At December 31, 1998, 38 loans in the aggregate principal amount of $5,745
were over 90 days past due as compared to one loan in the amount of $116 at
December 31, 1997. At December 31, 1998, these loans over 90 days past due had
been placed on non-accrual and impaired status and approximately $510 of
previously accrued interest income was reversed for the year then ended.
Additions to the allowance for loan losses aggregated $6,300 for the year
ended December 31, 1998. No additions to the allowance for loan losses were
made during the period from October 22, 1997 to December 31, 1997 except for
$1,727 established in connection with the acquisition of Mortgage Loans in
1997. The allowance for loan losses at December 31, 1998 represented 1.42% of
the carrying amount of all Mortgage Loans and 1.40 times the amount of loans
over 90 days past due. The allowance for loan losses at December 31, 1998 of
$8,027 was allocated $7,497 to small balance Mortgage Loan pools and $530 to
large Mortgage Loans.
Real Property. During the year ended December 31, 1998, the Company acquired
$107,954 of Real Property which consisted of (i) the Mission Marketplace, a
343,000 square foot shopping center in Oceanside, California, (ii) the Atrium
Tower, a 149,000 square foot office building in Las Vegas, Nevada, (iii) The
Terraces, a 178,000 square foot shopping center in Rancho Palos Verdes,
California, (iv) seventeen properties in Arizona, Texas and New Mexico subject
to "triple-net" leases with the Ugly Duckling Corporation and (v) a 106,000
square foot office building in a suburb of Paris, France. All property is
carried at cost, net of accumulated depreciation. The California shopping
centers were acquired subject to existing first mortgage loans and the office
building in France was acquired with a contemporaneous first mortgage loan
financing. The Real Properties are all performing and substantially leased.
During 1998, the Company made Real Property improvements of $393 and
experienced unrealized foreign exchange gains of $1,071.
Securities Available-for-Sale. The decrease in securities available-for-sale
of $1,650 during the year ended December 31, 1998 is due to $9,135 of interest
payments, impairment losses of $4,554 and other unrealized losses of $209
offset by the purchase of non-investment grade rated subordinated notes of
$6,096 from FMAC and discount amortization of $6,152.
14
<PAGE>
The Company's CMBS investments are carried at estimated fair value. Because
there is no active market from which to derive a fair value, management
estimates the fair values using a discounted cash flow methodology. The fair
value of the CMBS is affected by prepayments of the underlying mortgage loan
collateral, default and loss rates, and market yields and spreads. The
impairment loss recognized in 1998 was largely the result of accelerated
prepayments and narrowing spreads. Continued accelerated prepayments and
changes in market spreads could result in further impairment losses.
The following table sets forth delinquency, loss and prepayment data for the
mortgage loan collateral underlying the Company's CMBS investments as of and
for the periods ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
CMBS investments......................................... $ 46,678 $ 54,321
Mortgage Loan Collateral:
Original principal balance............................... 480,023 480,023
Principal balance at December 31......................... 349,447 400,025
Delinquent principal balance at December 31.............. 10,722 16,086
Delinquent balance percent at December 31................ 3% 4%
Prepayments year to date................................. 81,511 34,225
Prepayments for quarter.................................. 22,132 14,020
Losses year to date...................................... 845 --
</TABLE>
The Company includes its investments in FMAC subordinated notes and the
common stock of a private equity REIT in securities available-for-sale. No
dividends have been declared by this private equity REIT to date. The carrying
amount of securities available-for-sale at December 31, 1997 was the result of
acquisitions made during the 1997 short period.
Borrowings Under Secured Warehouse Facility. As of December 31, 1998,
borrowings under a warehouse line of credit with Morgan Guaranty Trust Company
of New York were $279,000. The line of credit was primarily secured by
$353,477 of Mortgage Loans acquired from SPB, generally bore interest at 90
basis points over one-month LIBOR and was to mature on March 29, 1999. The
Company was notified in the fall of 1998 that the line would not be extended
beyond its maturity date due to market related factors. Subsequent to December
31, 1998, the Company closed a collateralized mortgage obligation ("CMO") bond
financing secured by certain SPB Mortgage Loans and paid off in full and
terminated the warehouse line of credit. See notes 10 and 15 to the Company's
consolidated financial statements for additional information with respect to
the Company's borrowing arrangements and the CMO bond financing.
Mortgage Loans Secured by Real Property. As of December 31, 1998, mortgage
loans secured by Real Property were $48,575. These loans are secured by the
Company's shopping centers in Oceanside, CA and Rancho Palos Verdes, CA and
the Company's office building in France, bear interest at effective rates
ranging from 4.50 % to 7.85% and have final maturity dates ranging from 2012
to 2027. The secured bank loan of $3,557 was incurred to finance a value added
tax in connection with the Company's acquisition of the office building in
France. Subsequent to December 31, 1998, the value added tax was refunded to
the Company and the secured bank loan was paid off in full.
Stockholders' Equity. Stockholders' equity decreased $70,893 during the year
ended December 31, 1998. This decrease was primarily attributable to dividends
in excess of earnings of $14,704, the purchase of six million shares of the
company's Common Stock at a cost of $56,338 and the change in unrealized gain
(loss) on securities available-for-sale of $209, offset by foreign currency
exchange gains of $261.
Capital Resources and Liquidity
Liquidity is a measurement of the Company's ability to meet potential cash
requirements, including ongoing commitments to fund acquisitions and
investments, repay borrowings and for other general business purposes.
15
<PAGE>
The Company's primary sources of funds for liquidity consist of secured
borrowings, principal payments and repayments at maturity on loans and
securities and proceeds from the sales thereof. Management believes these
sources of liquidity are sufficient to enable the Company to meet its
obligations and loan funding commitments during 1999.
The Company's operating activities provided cash of $19,160 during the year
ended December 31, 1998. During 1998, cash resources from operating activities
were provided primarily by net earnings before non-cash charges. The Company's
investment activities used cash totaling $363,525 during 1998. During the
year, cash flows from investment activities were used primarily to purchase
Mortgage Loans, Real Property and securities available-for-sale. The Company's
financing activities provided $207,150 of cash during 1998 and consisted
primarily of borrowings under the Company's warehouse line of credit.
The Company's warehouse line of credit with Morgan Guaranty Trust Company of
New York made available a source of funds to the Company provided that
adequate collateral was posted with the custodian and accepted by the
custodian and the lender. As discussed above, this line of credit has been
paid off in full and terminated.
The Company has signed a non-binding term sheet for a new $300 million
warehouse line of credit with a major investment bank subject to completion
and execution of loan documentation. The Company expects to complete the
execution of this new line of credit in the near future. However, the ability
of the Company to continue its growth is subject to closing this new warehouse
line of credit or alternative financing and successfully sourcing new
investments that meet the Company's investment strategy and the Guidelines.
There can be no assurance that the Company will have adequate funds available
to take advantage of investment opportunities that may become available.
As of December 31, 1998, the Company's $25,000 reverse repurchase loan
facility with Merrill Lynch Mortgage Capital Inc. was not collateralized by
the pledge of any of the Company's assets, there was no outstanding balance
and there was no borrowing capacity under this facility. During 1998, the
Company borrowed up to $14,400 under this facility when one of the Company's
large balance Mortgage Loans was pledged as security. That Mortgage Loan is no
longer pledged as security under this facility and any future borrowings under
this facility would require the pledge of assets acceptable to the lender.
The Company entered into a forward interest rate swap effective May 15, 1998
covering an amortizing notional balance of $77,467 over a ten-year period.
Under the swap, the Company receives monthly payments of interest based on
one-month LIBOR and remits monthly payments based on a fixed interest rate of
approximately 5.99%. During the year ended December 31, 1998, the Company paid
monthly interest on the notional balance at the fixed annual rate, which
ranged from approximately $343 to $410 per month, and collected monthly
interest at annual rates ranging from 5.28% to 5.66%, or approximately $306 to
$392 per month. The net cost of the swap ranged from $16 to $37 per month and
is included in interest expense in the Company's operating results. Such net
cost was $157 for the year ended December 31, 1998. As of December 31, 1998,
the approximate net present value cost of this swap was $1,669 and the
notional balance was $71,954. There can be no assurance that this swap will
adequately protect the Company's exposure to interest rate risk.
At December 31, 1998, the Company had outstanding commitments to fund
Mortgage Loans for approximately $32,500, including a single commitment for
18,000 British pounds (approximately $30,000). The Company plans to fund these
commitments with cash on hand and anticipated future cash flow.
At December 31, 1998, there was a continuing authorization by the Board for
the Company to acquire up to an additional six million shares of its Common
Stock. Given the Company's outstanding funding commitments and current lack of
substantial borrowing capacity, it is unlikely that the Company will
repurchase additional shares of its Common Stock in the immediate future until
unleveraged assets are financed or assets are sold.
16
<PAGE>
Funds From Operations ("FFO")
In general, FFO adjusts net earnings by adding back non-cash charges such as
depreciation, certain amortization expenses and most non-recurring gains and
losses. The Company generally considers FFO an appropriate supplementary
measure of operating performance of a REIT because that measure does not
recognize as an operating expense (i) compensation expense related to stock
options issued to the Manager and its employees and (ii) depreciation of real
property, which management believes may not be meaningful in the evaluation of
income-producing real property that historically has not depreciated in value.
While operating charges for depreciation and amortization, stock option
compensation expense and non-recurring gains and losses are valid and
significant components for determining operating results in accordance with
generally accepted accounting principles ("GAAP") and while the Company's
financial condition, results of operations and cash flows determined under
GAAP are the primary measurement tools for understanding and assessing the
Company's financial performance, the consideration of FFO as a supplement to
these primary tools provides investors with an additional means to assess the
ability of a REIT to meet dividend requirements, fund investment commitments,
fund capital expenditure needs and meet debt service requirements. However,
the Company's computation of FFO may not be comparable to other similarly
titled measures of other companies and FFO should not be construed as an
alternative to operating results or cash flows determined pursuant to GAAP.
The Company's increase or decrease in FFO should be considered in conjunction
with trends in the Company's primary measurement tools as well as dividends,
debt incurred, new investments or acquisitions, capital expenditures and other
factors.
In 1995, the National Association of Real Estate Investment Trusts
("NAREIT") established new guidelines clarifying its definition of FFO and
requested that REITs adopt this new definition beginning in 1996. The Company
computes FFO in accordance with the definition recommended by NAREIT.
For the periods ended December 31, 1998 and 1997, the Company's FFO was
$24,096 and $4,709, respectively, or $0.74 and $0.14 per common share,
respectively. The following table provides the calculation of the Company's
FFO.
<TABLE>
<CAPTION>
1998 1997
------- ------
<S> <C> <C>
Net Earnings................................................. $22,244 $2,159
Depreciation of real property................................ 1,755 --
Add: Stock options issued to Manager and employees........... 97 2,550
------- ------
FFO.......................................................... $24,096 $4,709
======= ======
</TABLE>
Market Conditions
The current flat yield curve and low level of long-term interest rates has
hindered the Company's ability to continue to obtain whole mortgage loans at
unleveraged yields (i.e., yields from mortgage loans before taking into
account borrowing costs on borrowings used to finance the acquisition of such
mortgage loans) and in volumes consistent with management's expectations that
existed at the time of the Company's initial public offering. The Company did
not acquire any mortgage loans from SPB during the third and fourth quarters
of 1998 and may not be able to acquire mortgage loans from SPB or other
parties in the future at volumes and yield levels consistent with previous
acquisitions.
Current conditions in the capital markets and equity markets for mortgage
REITs has made permanent financing transactions more difficult and more
expensive than during the first part of 1998. Consequently, there can be no
assurance that the Company will be able to effectively fund future growth.
Year 2000
The Company is aware of the issues associated with the Year 2000 ("Y2K")
problem concerning existing computer systems. Y2K affects every computer
system and subsystem the Company operates, both in-house and
17
<PAGE>
from independent servicers and vendors. The Y2K issue is whether the Company's
computer systems will properly recognize the "00" and the prefix "20" dates
when the year changes to 2000. Since many existing computer programs use only
two digits to identify a calendar year field with the assumption that the
first two digits are always "19", most computer systems that do not properly
recognize the new prefix century date of "20" and year date of "00" could
generate erroneous data or cause a computer system to fail. Systems that
calculate, compare or sort using the incorrect date may cause erroneous
results, ranging from system malfunction to incorrect or incomplete
processing. The Company believes that the Y2K compliance of the Company's
information technology needs, such as computer hardware, software and
subsystems is primarily dependent upon the Y2K compliance efforts and results
of third party vendors and service providers.
State of Readiness
Since the Company's computer systems are new and are based on networked
personal computers, management does not believe that Y2K compliance will
present any material problems for the Company's internal computer systems. The
Company is, however, currently evaluating the risks of Y2K issues on companies
which are now servicing the Company's mortgage loan portfolios, companies that
provide property management services for the Company's real property and
companies involved in trust, administration and servicing activities in
connection with the Company's CMBS interests. The Company is in the process of
contacting all of its major service providers and third party vendors
regarding the state of their Y2K readiness. The Company has had preliminary
oral discussions with certain third parties and affiliates and has not
received any written responses. While the discussions have indicated that such
third parties and affiliates are planning to achieve Y2K compliance, such
compliance has not yet been achieved. The Company is also in the process of
identifying and evaluating individual borrowers or tenants whose Y2K
compliance failure could materially impact the Company. The Company plans to
complete this process during the third quarter of 1999.
Costs to Address Y2K
The Company has not incurred any costs to date regarding Y2K compliance.
Management does not believe that the Company will likely incur material Y2K
compliance costs because the Manager and the Company's service providers are
believed to be responsible for such costs. No assurance can be given that all
service providers will adequately achieve Y2K compliance or that replacements
for deficient service providers can be obtained in a timely manner and without
additional expense to the Company.
Risk of Y2K
The Company is a REIT which invests primarily in mortgage loans, real
property and CMBS securities. The risk to the Company of Y2K is that any
significant investment(s) could be negatively impacted by the failure of
borrowers, tenants or service providers to achieve Y2K compliance in a manner
that impedes their ability to meet contractual obligations and normal business
needs related to real property and financial instruments underlying the
Company's investments. Since the Company has a diverse portfolio of
investments, the failure of any single borrower or tenant to achieve Y2K
compliance generally is unlikely to have a material adverse effect on the
Company's financial position and results of operations. However, a substantial
loan or loans to a single borrower or a substantial property or properties
leased to a single tenant could result in a Y2K problem with adverse
consequences to the Company. Also, the failure of any of the Company's
mortgage loan servicers, property managers or CMBS service providers to
achieve Y2K compliance could necessitate that the Company find a suitable
replacement. While the Company believes that suitable replacements could be
obtained, there is no assurance that this could be done in a timely and cost
effective manner.
Various systems at the real property level do not relate to information
technology but could impact the underlying real property operations. These
systems include telecommunications, security, HVAC, fire and safety systems,
lighting and electrical systems, elevator systems and systems for power
supply. The Company does not expect to be in a position to adequately evaluate
these kinds of risks other than through inquiries of its service providers and
third party vendors.
18
<PAGE>
The worst case Y2K scenario would be one in which various real property
systems adversely impact real property operators throughout the United States
in a manner that prevents such operators from meeting their debt service and
other cash requirements. This in turn would limit the Company's collections of
payments on mortgage loans and mortgage backed securities, as well as receipts
from real property owned which, in turn, would hinder the Company's ability to
meet its own debt service, dividend and other cash requirements. While the
Company is not in a position to assess the likelihood of this scenario, if
such a scenario were to take place, the Company would expect it to impact
similarly many other real property owners, investors and mortgage holders.
Contingency Plans
The Company currently does not have a contingency plan in place. Once the
Company completes evaluation of responses from its major service providers and
third party vendors, it will consider development of contingency plans. The
Company plans to have contingency plans in place during the third quarter of
1999.
There can be no assurance that the impact of any failure of the Company or
its borrowers, tenants, service providers or any third party vendors to be Y2K
compliant will not have a material adverse effect on the Company's business,
financial condition or results of operations.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
(Except as expressly indicated otherwise, information herein is as of
December 31, 1998.)
As of December 31, 1998, the Company had $279,000 in outstanding borrowings
under a warehouse line of credit. The Company had been notified that the
warehouse line would not be extended beyond its March 29, 1999 maturity date.
The Company completed a securitization transaction in March 1999, the proceeds
of which were used to repay the warehouse line, and the Company is seeking
other warehouse lending arrangements. There can be no assurance that the
Company will be able to secure new financing at favorable rates to meet the
Company's future investment growth needs in accordance with the Company's
investment strategies and Guidelines.
Adverse changes in interest rates could negatively impact (a) the value of
the Company's portfolio of mortgage loans and investments in CMBS securities,
(b) the levels of interest income to be derived from these assets and (c) the
cost of borrowing under permanent (i.e., borrowings obtained through a
securitization) or interim (i.e., borrowings obtained under warehouse lines or
other short-term facilities) financing that may be obtained in the future.
Adverse changes in interest rates in this context refers to (a) decreases in
indices that are a basis for calculating interest on the Company's mortgage
loans without corresponding decreases in indices that are a basis for
calculating interest on the Company's borrowings, as well as (b) increases in
indices that are a basis for calculating interest on the Company's borrowings
without corresponding increases in indices that are a basis for calculating
interest on the Company's mortgage loans.
As noted above, the Company is subject to interest rate risk. The Company's
mortgage loans that are pledged as security under permanent or interim
financing arrangements include adjustable rate and fixed rate loans. The
adjustable rate loans generally are subject to semi-annual interest rate
adjustment based on changes in the underlying indices. While most of the
adjustable rate loans are based on the six-month LIBOR index, others are based
on the one-year constant maturity treasury and prime rates. The Company's
permanent or interim borrowings generally are or are currently expected to be
based on the one-month LIBOR index and subject to monthly interest rate
adjustment. Thus, most of the Company's pledged assets and all of the
Company's borrowings are subject to interest rate adjustment based on LIBOR
indices. The primary lack of interest rate correlation between the Company's
pledged assets and related borrowings is due to the amount of fixed rate
mortgage loans pledged as security under the Company's borrowing arrangements.
In order to manage this exposure, the Company has entered into an interest
rate swap agreement described below.
The Company's interest rate swap provides for the collection of interest
based on one-month LIBOR and the payment of interest based on a fixed interest
rate of approximately 5.99%. The interest payments are
19
<PAGE>
computed on a notional balance of $71,954 at December 31, 1998, which declines
thereafter over a period of less than ten years. There can be no assurance
that the swap will adequately protect the Company's exposure to interest rate
risk on borrowings.
The Company's CMBS interests are secured by adjustable and fixed interest
rate commercial and multifamily mortgage loans. The yield to maturity on each
security depends on, among other things, the price at which such security was
purchased, the rate and timing of principal payments (including prepayments,
repurchases, defaults and liquidations), the pass-through rate and interest
rate fluctuations. The Company's interest in some of these securities is
subordinated so that, in the event of a loss, payments to senior securities
holders will be made before the Company receives its payments. Changes in
interest rates could impact prepayment rates as well as default rates, which
in turn would impact the value and yield to maturity of the Company's CMBS
interests. Yield to maturity on the Company's CMBS interests in this context
refers to the ultimate rate of return on the original investment based on the
timing and amount of payments collected by the Company over the actual life of
the applicable CMBS interest. The Company's CMBS interests primarily are
either discount bonds or interest only certificates. Changes in interest rates
generally impact the mortgage loans that serve as collateral for the CMBS
interests. Increases in interest rates generally result in lower levels of
borrower prepayments, which in turn generally would increase the yield to
maturity on interest only certificates while decreasing the yield to maturity
on discount bonds. Increases in interest rates also may result in higher
levels of borrower delinquencies, which could lead to increased loan losses
and which, depending on the severity of such losses, could reduce the yield to
maturity on interest only certificates and on discount bonds. Decreases in
interest rates generally result in higher levels of borrower prepayments,
which in turn generally would reduce the yield to maturity on interest only
certificates while increasing the yield to maturity on discount bonds.
Decreases in interest rates also may result in lower levels of borrower
delinquencies, which could lead to reduced loan losses and which, depending on
the magnitude of the loss reduction, could enhance the yield to maturity on
both types of CMBS interests. While the Company has invested in various
classes of CMBS interests, including interest only securities, in order to
diversify its exposure to such uncertainties, there can be no assurance that
the Company's strategy will be successful.
The Company's mortgage loan portfolio includes fixed and variable interest
rate commercial and multifamily mortgage loans. Fluctuations in interest rates
may affect prepayment rates and default rates, notwithstanding any existing
prepayment penalty or yield maintenance provisions, and such rate changes
would in turn impact the value and yield to maturity of the Company's
portfolio of mortgage loans. While the Company has attempted to mitigate such
exposures by diversifying its loan portfolio in certain respects, there can be
no assurance that this strategy will enable the Company to avoid adverse
consequences in the future. In addition, the current low level of long-term
interest rates has resulted in lower unleveraged yields on more recently
acquired mortgage loan portfolios than on earlier acquired portfolios.
Interest rates during the first quarter of 1999 generally have been
relatively stable. While significant swings in interest rates are not expected
over the near term, it is impossible to predict with certainty what interest
rate levels will be in the future.
The Company's financial instruments as of December 31, 1998 are comprised of
mortgage loans, securities available-for-sale, all outstanding borrowings and
an interest rate swap arrangement. The Company believes that the carrying
amount of its mortgage loans, securities available-for-sale and outstanding
borrowings are a reasonable approximation of the estimated fair value of such
financial instruments as of December 31, 1998. Management believes that the
estimated net present value cost of the swap arrangement was $1,669 as of
December 31, 1998. The estimates presented herein are not necessarily
indicative of the amounts the Company could realize in a current market
exchange. Furthermore, the estimates were made as of December 31, 1998 and,
therefore, current estimates of fair value may differ significantly from the
estimates noted above.
The following discussion about the impact of hypothetical interest rate
movements on the Company's stockholders' equity includes "forward-looking
statements" that involve risk and uncertainties. Set forth below are
management's projections of hypothetical net losses in fair value of
stockholders' equity of the Company's
20
<PAGE>
market sensitive financial instruments if certain assumed changes in market
rates and prices were to occur (sensitivity analysis). While the Company
believes that the assumed market rate changes are possible in the near term,
actual results may differ and the differences could be material. Based on the
Company's overall exposure to interest rate risk, the Company believes that
these changes in market rates would not materially affect the consolidated
near-term financial position, results of operations or cash flows of the
Company.
Assuming immediate increases of 50 and 100 basis points in interest rates,
the net hypothetical loss in fair value of stockholders' equity related to
financial and derivative instruments is estimated to be $4.6 million and $9.2
million, or 1.1% and 2.3%, of total stockholders' equity, respectively, at
December 31, 1998. The Company believes that an immediate interest rate shift
of this magnitude represents an adverse scenario.
The effect of interest rate risk on potential near-term net income, cash
flow and fair value was determined based on models that project the impact of
interest rate changes based on a range of factors, including duration and
prepayment. Fair value was estimated based on the net present value of cash
flows or duration estimates, using a representative set of possible future
interest rate scenarios.
21
<PAGE>
The table presented below sets forth the amounts of interest-earning assets
and interest-bearing liabilities outstanding at December 31, 1998 that are
anticipated by the Company to reprice or mature in each of the future time
periods shown. The amount of assets and liabilities shown which reprice or
mature during a particular period was determined in accordance with the
earlier of term to repricing or the contractual terms of the asset or
liability.
<TABLE>
<CAPTION>
More than More than
More than More than More than 3 Years 5 Years Non
3 Months 3 Months to 6 Months to 1 Year to to to More than Interest
or Less 6 Months 1 Year 3 Years 5 Years 10 Years 10 Years Bearing Total
-------- ----------- ----------- --------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets
Cash.................... $ 23,398 $ 23,398
Securities available for
sale................... 57,671 57,671
Mortgage Loans.......... 241,542 141,136 2,545 180,180 565,403
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total interest-earning
assets................ 322,611 141,136 -- 2,545 -- -- 180,180 -- 646,472
Less: Allowance for loan
losses and deferrals... (8,755) (8,755)
-------- -------- -------- -------- -------- -------- -------- -------- --------
Net interest-earnings
assets................. 322,611 141,136 2,545 180,180 (8,755) 637,717
Non-interest earning
assets................. 119,457 119,457
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total assets........... $322,611 $141,136 -- $ 2,545 -- -- $180,180 $110,702 $757,174
======== ======== ======== ======== ======== ======== ======== ======== ========
Interest-bearing
liabilities
Secured warehouse
facility............... 279,000 279,000
Secured bank loan....... 3,557 3,557
Mortgage loans secured
by real property....... 14,119 34,456 48,575
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total interest-bearing
liabilities........... 296,676 -- -- -- -- -- 34,456 -- 331,132
Non-interest bearing
liabilities............ 17,233 17,233
Shareholders' equity.... 408,809 408,809
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total liabilities and
shareholders' equity.. $296,676 -- -- -- -- -- $ 34,456 $426,042 $757,174
======== ======== ======== ======== ======== ======== ======== ======== ========
Interest rate
sensitivity gap........ $ 25,935 $141,136 -- $ 2,545 -- -- $145,724 --
Cumulative interest rate
sensitivity gap........ $ 25,935 $167,071 $167,071 $169,616 $169,616 $169,616 $315,340 $315,340
Cumulative interest rate
sensitivity gap as a %
of total assets........ 3.43% 22.07% 22.07% 22.40% 22.40% 22.40% 41.65% 41.65%
Cumulative net interest
earning assets as a %
of interest bearing
liabilities............ 108.74% 156.31% 156.31% 157.17% 157.17% 157.17% 195.23% 195.23%
</TABLE>
22
<PAGE>
Item 8. Financial Statements and Supplementary Data
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report.............................................. 23
Consolidated Balance Sheets............................................... 24
Consolidated Statements of Earnings....................................... 25
Consolidated Statements of Changes in Stockholders' Equity and
Comprehensive Income..................................................... 26
Consolidated Statements of Cash Flows..................................... 27
Notes to Consolidated Financial Statements................................ 28
</TABLE>
-------------------------------------
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
Imperial Credit Commercial Mortgage Investment Corp.:
We have audited the accompanying consolidated balance sheets of Imperial
Credit Commercial Mortgage Investment Corp. and subsidiaries as of December
31, 1998 and 1997 and the related consolidated statements of earnings, changes
in stockholders' equity and comprehensive income, and cash flows for the year
ended December 31, 1998 and the period from July 31, 1997 (Inception) through
December 31, 1997. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Imperial Credit Commercial Mortgage Investment Corp. and subsidiaries as of
December 31, 1998 and 1997, and the results of their operations and their cash
flows for the year ended December 31, 1998 and the period from July 31, 1997
(Inception) through December 31, 1997, in conformity with generally accepted
accounting principles.
KMPG LLP
Los Angeles, California
February 4, 1999
23
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Assets:
Cash and interest bearing deposits....................... $ 23,398 $ 11,902
Repurchase agreements.................................... -- 148,711
Mortgage loans, net of allowance for loan losses ($8,027
and $1,727, respectively)............................... 556,648 272,009
Real property, net of accumulated depreciation........... 107,663 --
Securities available-for-sale, at estimated fair value... 57,671 59,321
Accrued interest receivable.............................. 6,410 2,085
Other assets............................................. 5,384 1,109
-------- --------
Total Assets........................................... $757,174 $495,137
======== ========
Liabilities:
Dividends payable........................................ $ 9,405 $ 4,485
Accrued expenses, payables and other liabilities......... 7,828 10,950
Borrowings under secured warehouse facility.............. 279,000 --
Borrowings under secured bank loan....................... 3,557 --
Mortgage loans secured by real property.................. 48,575 --
-------- --------
Total Liabilities...................................... 348,365 15,435
-------- --------
Commitments and contingencies
Stockholders' Equity:
Common stock, par value $0.0001 per share. Authorized
500,000,000 shares, 28,500,000 and 34,500,000 shares
issued and outstanding , respectively................... 3 3
Additional paid-in capital............................... 425,615 481,856
Accumulated other comprehensive income................... 221 169
Accrued dividends in excess of earnings.................. (17,030) (2,326)
-------- --------
Total Stockholders' Equity............................. 408,809 479,702
-------- --------
Total Liabilities and Stockholders' Equity................. $757,174 $495,137
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
24
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF EARNINGS
For the year ended December 31, 1998 and the
period from July 31, 1997 (Inception) through December 31, 1997
(Dollars in thousands, except share and earnings per share data)
<TABLE>
<CAPTION>
1998 1997
---------- ----------
<S> <C> <C>
Income:
Mortgage loans........................................ $ 41,130 $ 1,676
Securities available-for-sale......................... 6,153 1,403
Repurchase agreements and interest bearing deposits... 2,454 3,388
---------- ----------
Total Interest Income............................... 49,737 6,467
Real property rental income........................... 7,684 --
---------- ----------
Total Income........................................ 57,421 6,467
---------- ----------
Operating Expenses:
Management fees....................................... 6,319 940
Interest expense...................................... 11,165 --
Provision for loan losses............................. 6,300 --
Write-down of securities available-for-sale........... 4,554 --
Depreciation of real property......................... 1,755 --
Real property operating expenses...................... 1,872 --
Due diligence expenses................................ 1,659 487
Stock options issued to Manager and its employees..... 97 2,550
Other................................................. 1,456 331
---------- ----------
Total Expenses...................................... 35,177 4,308
---------- ----------
Net Earnings............................................ 22,244 2,159
Dividends............................................... 36,948 4,485
---------- ----------
Accrued dividends in excess of earnings................. $ (14,704) $ (2,326)
========== ==========
Earnings per share:
Basic................................................. $ 0.68 $ 0.06
Diluted............................................... 0.68 0.06
Weighted average common shares outstanding:
Basic................................................. 32,570,974 34,500,000
Diluted............................................... 32,588,634 34,678,550
</TABLE>
See accompanying notes to consolidated financial statements.
25
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE
INCOME
For the year ended December 31, 1998 and the
period from July 31, 1997 (Inception) through December 31, 1997
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
Total
Number of Accumulated Accrued Stockholders'
Common Additional Other Dividends Equity and
Shares Common Paid-In Comprehensive In Excess Comprehensive
Outstanding Stock Capital Income of Earnings Income
----------- ------ ---------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Initial capitalization,
July 31, 1997.......... 100 $-- $ 2 $-- $ -- $ 2
--------
Net earnings............ 2,159 2,159
Unrealized gain on
securities available-
for-sale............... 169 169
--------
Comprehensive income.... 2,328
--------
Net proceeds from
initial public offering
on October 22, 1997.... 34,500,000 3 479,306 479,309
Purchase and retirement
of initial shares...... (100) (2) (2)
Stock options issued to
Manager and its
employees.............. 2,550 2,550
Cumulative dividends
declared ($0.13 per
share)................. (4,485) (4,485)
---------- ---- -------- ---- -------- --------
Balance, December 31,
1997................... 34,500,000 3 481,856 169 (2,326) 479,702
---------- ---- -------- ---- -------- --------
Net earnings............ 22,244 22,244
Change in unrealized
gain (loss) on
securities available-
for-sale............... (209) (209)
Foreign currency
exchange gain.......... 261 261
--------
Comprehensive income.... 22,296
--------
Purchase of stock....... (6,000,000) (56,338) (56,338)
Stock options issued to
Manager and its
employees.............. 97 97
Cumulative dividends
declared ($1.18 per
share)................. (36,948) (36,948)
---------- ---- -------- ---- -------- --------
Balance, December 31,
1998................... 28,500,000 $ 3 $425,615 $221 $(17,030) $408,809
========== ==== ======== ==== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
26
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the year ended December 31, 1998 and the period from July 31, 1997
(Inception) through December 31, 1997
(In thousands)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net Earnings............................................ $ 22,244 $ 2,159
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization........................... 1,850 11
Amortization of premium on mortgage loans............... 1,858 50
Amortization of discount on securities available-for-
sale................................................... (6,152) (1,404)
Provision for loan losses............................... 6,300 --
Write-down of securities available-for-sale............. 4,554 --
Stock options issued to Manager and its employees....... 97 2,550
Net change in:
Accrued interest receivable............................. (4,325) (2,085)
Other assets............................................ (4,150) (1,120)
Other liabilities....................................... (3,116) 10,950
--------- ---------
Total Cash Provided by Operating Activities............. 19,160 11,111
--------- ---------
Cash Flows from Investing Activities:
Purchases of securities available-for-sale.............. (6,096) (60,000)
Payments received on securities available-for-sale...... 9,135 2,252
Purchases and originations of mortgage loans............ (381,189) (273,051)
Principal reductions on mortgage loans.................. 88,392 992
Purchase of real property and improvements, net of
mortgage loans assumed................................. (73,767) --
--------- ---------
Total Cash Used for Investing Activities................ (363,525) (329,807)
--------- ---------
Cash Flows from Financing Activities:
Dividends paid.......................................... (32,028) --
Cash borrowings under secured warehouse facility........ 279,000 --
Cash borrowings under secured bank loan................. 3,349 --
Cash borrowings under mortgage loans secured by real
property............................................... 13,364 --
Repayments of mortgage loans secured by real property... (197) --
Cash borrowings under repurchase facility............... 14,400 --
Repayments under repurchase facility.................... (14,400) --
Cash used in stock repurchases.......................... (56,338) --
Proceeds from initial public offering, net.............. -- 479,309
--------- ---------
Total Cash Provided by Financing Activities............. 207,150 479,309
--------- ---------
Net Increase (Decrease) in Cash and Cash Equivalents.... (137,215) 160,613
Cash and cash equivalents at beginning of period........ 160,613 --
--------- ---------
Cash and cash equivalents at end of period.............. $ 23,398 $ 160,613
========= =========
Supplemental Disclosure of Cash Flow Activities
Mortgage loans assumed upon real property purchases..... $ 34,580 $ --
========= =========
Cash paid for interest.................................. $ 9,979 $ --
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
27
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except share amounts)
1. Organization
Imperial Credit Commercial Mortgage Investment Corp. ("ICCMIC" or the
"Company") was incorporated in Maryland on July 31, 1997 and was initially
capitalized on that date through the sale of 100 shares of its Common Stock,
par value $0.0001 per share (the "Common Stock"), for $2. On October 22, 1997,
ICCMIC commenced its operations upon consummation of an initial public
offering of 34,500,000 shares of its Common Stock, with gross proceeds of
$513,857 and net proceeds to the Company of $479,309 after discounts and
costs. The Company primarily invests in mortgage loans, real property and
interests in commercial mortgage-backed securities ("CMBS"). The majority of
the Company's mortgage loans and all of the Company's interests in CMBS were
acquired from Imperial Credit Industries, Inc. ("Imperial Credit") and its
affiliates. The Company's sole activity through October 21, 1997 consisted of
the organization and startup of the Company. The Company operates so as to
qualify as a real estate investment trust ("REIT") under the requirements of
the Internal Revenue Code of 1986, as amended (the "Code").
The Company has entered into a management agreement (the "Management
Agreement") with Imperial Credit Commercial Asset Management Corp. (the
"Manager"), a wholly-owned subsidiary of Imperial Credit, under which the
Manager advises the Company on various aspects of its business and manages its
day-to-day operations, subject to the supervision of the Board of Directors of
the Company. Imperial Credit currently owns 3,070,000 shares (10.8%) of the
Company's outstanding common stock and the Manager has options to purchase an
additional 1,691,250 shares at $15 per share, exercisable over a three year
period. Pursuant to the Management Agreement, the Manager is entitled to
receive a base management fee of 1% per annum of the first $1 billion of
average invested assets, 0.75% of the next $250 million of average invested
assets, and 0.5% of average invested assets above $1.25 billion, payable
quarterly. In addition, the Manager is entitled to a quarterly incentive fee
generally based on 25% of Funds From Operations, as adjusted, in excess of
certain defined levels of return, as fully set forth in the Management
Agreement. Only base management fees have been earned to date.
The Company operates in four principal business segments; small balance
mortgage loan pools acquired ("mortgage pools"), individual large balance
mortgage loans originated or acquired ("large mortgage loans"), real property
and securities available-for-sale ("securities"). These segments are managed
separately because each requires different levels of resources and involves
assets having different risk profiles. Segment performance is measured based
on net earnings.
2. Summary of Significant Accounting Policies
The consolidated financial statements of ICCMIC and its subsidiaries are
prepared in accordance with generally accepted accounting principles. All
material intercompany transactions have been eliminated in consolidation.
In preparing the consolidated financial statements, management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities as of
the date of the balance sheet and revenues and expenses for the period. Actual
results could differ from those estimates and assumptions. Material estimates
subject to change include the allowance for loan losses and the carrying value
of securities available-for-sale.
Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash
equivalents consists of cash, money market mutual funds and repurchase
agreements. The Company considers investments with maturities of three months
or less at date of acquisition to be cash equivalents.
28
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
The Company enters into repurchase agreements which are carried at the
amounts at which the securities will be subsequently resold plus accrued
interest, as specified in the respective agreements. The securities purchased
are held in custody for the benefit of the Company. All of the transactions
are in United States agency or investment grade securities. The Company's
exposure to credit risk associated with the non-performance of counterparties
in fulfilling their contractual obligations can be directly impacted by market
fluctuations, which may impair the counterparties' ability to satisfy their
obligations. The Company monitors the market value and other factors of the
underlying securities relative to the amounts due under the repurchase
agreements and, when necessary, requires prompt additional collateral or
reduction in loan balance to ensure that the market value remains sufficient
to protect itself in the event of a default by the counterparty.
Mortgage Loans Held For Investment
The Company purchases and originates mortgage loans to be held as long-term
investments. Mortgage loans held for investment are recorded at cost at the
date of purchase. Premiums and discounts related to these loans are amortized
over their estimated lives using the interest method. Loans are continually
evaluated for collectibility and, if appropriate, loans may be placed on non-
accrual status. Loans are placed on non-accrual status generally after they
become 90 days past due, in which case previously accrued interest is reversed
from income. Future collections of interest are included in interest income or
applied to the loan balance based on an assessment of the likelihood that the
principal will be collected.
The Company maintains an allowance for losses on mortgage loans held for
investment at an amount which it believes is sufficient to provide adequate
protection against future losses in the mortgage loan portfolio. The allowance
for losses is determined primarily on the basis of management's judgment of
net loss potential, including specific allowances for known impaired loans and
other known factors such as changes in the nature and volume of the portfolio,
value of the collateral and current economic conditions that may affect the
borrowers' ability to pay.
A loan is impaired when it is "probable" that a creditor will be unable to
collect all amounts due (i.e., both principal and interest) according to the
contractual terms of the loan agreement. Loans are evaluated for impairment on
an individual basis. The measurement of impairment may be based on (1) the
present value of the expected future cash flows of the impaired loan
discounted at the loan's original effective interest rate, (2) the observable
market price of the impaired loan or (3) the fair value of the collateral of a
collateral-dependent loan. The amount by which the recorded investment of the
loan exceeds the measure of the impaired loan is recognized by recording a
valuation allowance with a corresponding charge to provision for loan losses.
Loans deemed by management to be uncollectible are charged to the allowance
for loan losses. Recoveries on loans previously charged off are credited to
the allowance. Interest income on impaired loans is recognized on the cash
basis only to the extent that the carrying value of the loan is supported by
its collateral value.
Real Property
Real property is recorded at cost. Included in such costs are acquisition
costs and certain direct capitalized costs, such as legal fees, appraisal
fees, surveys, title insurance and other costs incurred by the Company during
the diligence and closing periods. Expenditures for ordinary maintenance and
repairs are expensed to operations as incurred. Significant renovations and
improvements which improve or extend the useful life of the assets are
capitalized. Except for amounts attributed to land, real property assets are
depreciated over their estimated useful lives using the straight-line method.
The estimated useful lives of buildings and improvements range from 10 to 30
years. Leasehold improvements are amortized over the life of the lease ranging
from 3 to 10 years.
29
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
The Company reviews its real property investments for impairment whenever
known events or changed circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held is measured
by a comparison of the carrying amount of the asset to its future net
undiscounted cash flows expected to be generated. If such an asset is
considered to be impaired, the impairment to be recognized is measured at the
amount by which the carrying value of the asset exceeds its fair value.
Rental revenue is reported on a straight-line basis over the terms of the
respective leases.
Investment Securities
The Company classifies investment securities as held-to-maturity, available-
for-sale, and/or trading securities at the time of purchase based upon
management's intent and the Company's ability to hold the securities. Held-to-
maturity investment securities are reported at amortized cost, available-for-
sale securities are reported at fair value with unrealized gains and losses
shown as a separate component of stockholders' equity in accumulated other
comprehensive income, and trading securities are reported at fair value with
unrealized gains and losses reported in income. Discounts obtained or premiums
paid on investment securities are amortized to interest income over the
estimated life of the investment securities using the interest method.
The Company has a portfolio of purchased commercial mortgage-backed
securities ("CMBS") consisting of subordinated and interest only securities.
These securities are classified as available-for-sale and carried at estimated
fair value. Because there is not an active market from which a fair value can
be derived, management estimates the fair value of the CMBS using a discounted
cash flow methodology. Such methodology requires estimates of future
prepayments and credit losses, as well as assumptions about appropriate rates
at which the resultant cash flows are discounted.
Unrealized losses on securities that reflect a decline in value which is
judged to be other than temporary are charged to earnings and are determined
using the specific identification method. At disposition, the realized net
gain or loss is included in earnings. Because the Company qualifies as a REIT
and does not pay income taxes, the unrealized gains and losses on securities
available-for-sale are reported gross in stockholders' equity as accumulated
other comprehensive income.
Income Taxes
The Company has elected to be taxed as a REIT under Sections 856 through 860
of the Code. A REIT generally will not be subject to federal income taxation
on that portion of its income that qualifies as REIT taxable income to the
extent that it distributes at least 95% of its taxable income to its
stockholders and complies with certain other requirements. Accordingly, no
provision has been made for federal income taxes for ICCMIC and its
subsidiaries in the accompanying consolidated financial statements. The
federal income tax basis of the Company's assets exceeds the book basis of the
assets by $14,623.
Income and Expense Recognition
Income and expenses are recorded on the accrual basis of accounting.
Earnings Per Share
Basic earnings per share is computed on the basis of the weighted average
number of shares of Common Stock outstanding for the period. Diluted earnings
per share is computed on the basis of the weighted average number of shares of
Common Stock and common equivalent shares outstanding for the period. The
beginning of the period utilized for purposes of the 1997 earnings per share
computation coincided with the commencement
30
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
of the Company's operations on October 22, 1997. For purposes of diluted
earnings per share, the computation of the weighted average number of shares
outstanding includes the impact of the assumed exercise of the outstanding
dilutive options to purchase common stock and assumes that the proceeds from
such issuance are used to repurchase common shares at the average market price
of the Company's common stock for the period.
Stock Options
The Company has elected to account for stock based compensation arrangements
under the intrinsic value based method of accounting. Pro forma disclosures of
net earnings computed as if the fair value based method had been applied have
been included in the notes to the consolidated financial statements. Stock
options or other equity instruments granted for services provided by non-
employees or to acquire goods or services from outside suppliers or vendors
have been accounted for under the fair value method with expense recognized
during the service period.
Reporting Comprehensive Income
The Company adopted Financial Accounting Standards Board Statement 130 ("FAS
130"), "Comprehensive Income: Financial Statement Presentation," during the
first quarter of 1998. Pursuant to FAS 130, standards have been established
for reporting and displaying comprehensive income and its components in a full
set of general-purpose financial statements. Comprehensive income is defined
as the change in equity of a business enterprise during a period from
transactions and other events and circumstances, excluding those resulting
from investments by and distributions to owners. Comprehensive income
generally includes net income, foreign currency items, minimum pension
liability adjustments, and unrealized gains and losses on investments in
certain debt and equity investments (i.e., securities available-for-sale). The
Company has elected to adopt FAS 130 by including a separate column for
accumulated other comprehensive income and separate rows for comprehensive
income in the consolidated statements of changes in stockholders' equity. The
changes in unrealized gain (loss) on securities available-for-sale and foreign
exchange gain (loss) have been included in comprehensive income.
Translation of Foreign Currencies
The functional currencies of the Company's foreign subsidiaries are their
respective local currencies. Financial statement accounts of these
subsidiaries are translated into U.S. dollars in accordance with Statement of
Financial Accounting Standards No. 52, "Foreign Currency Translation" ("FASB
52"). Under FASB 52, functional currency assets and liabilities are translated
into U.S. dollars generally using exchange rates in effect at the end of the
period and the related translation adjustments are recorded as a separate
component of comprehensive income. Income statement accounts expressed in
functional currencies are translated using average rates of exchange
prevailing during the period.
Effect of New Accounting Standards
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS 133"). This standard requires that all
derivative instruments be recorded in the balance sheet at fair value; the
accounting for the gain or loss due to the changes in fair value of the
derivative instrument depends on whether the derivative instrument qualifies
as a hedge. If the derivative instrument does not qualify as a hedge, the
gains or losses are reported in earnings when they occur. However, if the
derivative instrument qualifies as a hedge, the accounting varies based on the
type of risk being hedged. SFAS 133 will apply to the Company starting January
1, 2000. Management is currently evaluating the financial statement impact, if
any, of adopting SFAS 133.
31
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
3. Mortgage Loans
Mortgage loans held for investment include various types of adjustable rate
and fixed rate loans secured by mortgages on commercial and multifamily real
properties. Approximately 40.2% and 45.4% of the amount of mortgage loans held
for investment at December 31, 1998 and 1997, respectively, were
collateralized by properties located in California. Mortgage loans are
generally expected to be repaid from the operating profits of the borrowers,
refinancing by another lender or sale by the borrowers of the secured
collateral.
As of December 31, 1998 and 1997, the Company's mortgage loan portfolio
consisted of the following:
<TABLE>
<CAPTION>
1998 1997
------------------------- -------------------------
% of Number % of Number
Amount Loans Of Loans Amount Loans Of Loans
-------- ----- -------- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C>
Principal balance:
Multifamily loans....... $270,170 48.9% 968 $171,312 65.5% 681
Commercial loans........ 264,732 47.9% 374 90,050 34.5% 191
Construction loan
participation.......... 18,000 3.2% 1 -- -- --
-------- ----- ----- -------- ----- ---
Total Principal....... 552,902 100.0% 1,343 261,362 100.0% 872
===== ===== ===== ===
Unamortized premium..... 14,344 12,374
Unearned loan fees...... (2,571) --
Less allowance for loan
losses................. (8,027) (1,727)
-------- --------
Net carrying amount..... $556,648 $272,009
======== ========
</TABLE>
The Company acquired a substantial amount of mortgage loans from Southern
Pacific Bank ("SPB"), a wholly-owned subsidiary of Imperial Credit, and
Franchise Mortgage Acceptance Company ("FMAC"), an affiliate of Imperial
Credit. SPB was formerly known as Southern Pacific Thrift and Loan
Association.
The following summary reflects loans acquired from affiliates of the Manager
which are included in the table shown above as of December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
--------------- ---------------
Amount Number Amount Number
-------- ------ -------- ------
<S> <C> <C> <C> <C>
Principal balance of SPB loans............... $353,477 985 $196,801 568
Principal balance of FMAC loans.............. 54,501 55 6,182 2
-------- ----- -------- ---
Total principal balance of loans acquired
from affiliates of Manager................ $407,978 1,040 $202,983 570
======== ===== ======== ===
</TABLE>
The change in the mortgage loan balance consisted of the following during
the periods ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Mortgage loans purchased or originated, net............... $381,189 $273,051
Less:
Collections of principal.................................. 88,392 992
Provision for loan losses................................. 6,300 --
Amortization of premium................................... 1,858 50
-------- --------
Net change................................................ $284,639 $272,009
======== ========
</TABLE>
32
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
At December 31, 1998 and 1997, 602 and 378 mortgages, respectively, had fixed
interest rates and 741 and 494 mortgages, respectively, had variable interest
rates tied to the six month LIBOR, Bank of America Prime or the one-year U.S.
Treasury index. The ranges of interest rates as of December 31, 1998 and 1997
are set forth in the following table:
<TABLE>
<CAPTION>
1998 1997
------------------- -------------------
Principal Principal
Range of Number Balance Of Number Balance of
Interest Rates of Loans Loans of Loans Loans
-------------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C>
7.5% or less........................ 19 27,400 75 $ 35,504
7.501 - 8.0........................ 27 29,599 136 52,923
8.001 - 8.5........................ 65 35,474 63 22,894
8.501 - 9.0........................ 291 111,770 86 29,043
9.001 - 9.5........................ 262 94,145 85 23,705
9.501 - 10.0........................ 221 101,516 48 28,718
10.001 - 10.5........................ 83 45,354 28 10,389
10.501 - 11.0........................ 119 25,555 102 17,470
11.001 - 11.5........................ 85 12,956 77 9,933
11.501 - 12.0........................ 60 20,048 54 10,961
12.001 - 12.5........................ 43 34,352 39 8,138
12.501 - 13.0........................ 33 4,499 39 5,642
13.01 or more........................ 35 10,234 40 6,042
----- -------- --- --------
Total.............................. 1,343 $552,902 872 $261,362
===== ======== === ========
</TABLE>
The mortgage loans ranged in size from $6 to $26,240 at December 31, 1998 as
compared to from $9 to $3,747 at December 31, 1997 and as set forth in the
following table:
<TABLE>
<CAPTION>
1998 1997
------------------------------------- -------------------------------------
Weighted Weighted
Average Final Principal Average Final Principal
Interest Maturity Number Balance of Interest Maturity Number Balance of
Loan Size Range Rate Date of Loans Loans Rate Date of Loans Loans
--------------- -------- -------- -------- ---------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 150,000 or less...... 10.472% 06/01/28 410 $ 42,168 10.522% 11/01/27 342 $ 33,893
150,001 - 250,000.. 9.822% 06/01/28 371 70,086 9.713% 11/01/27 242 45,402
250,001 - 500,000.. 9.587% 06/01/28 314 111,278 9.298% 11/01/27 165 58,840
500,001 - 750,000.. 9.271% 06/01/28 97 59,535 8.849% 11/01/27 51 31,325
750,001 - 1,000,000.. 9.297% 06/01/28 64 55,883 8.998% 11/01/27 34 29,480
1,000,001 - 1,500,000.. 9.324% 04/01/28 48 58,685 8.592% 11/01/27 25 31,235
1,500,001 - 2,000,000.. 9.436% 08/01/27 17 29,941 8.662% 09/01/27 5 8,679
2,000,001 - 3,000,000.. 9.464% 06/01/27 14 34,652 8.714% 06/01/27 6 15,269
Over 3,000,000.00....... 9.880% 08/01/07 8 90,674 9.970% 06/01/27 2 7,239
----- -------- --- --------
Total................. 1,343 $552,902 872 $261,362
===== ======== === ========
</TABLE>
33
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
The Company's mortgage loans were secured by properties located in 40 states
as set forth in the following table:
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
---------------------------------- ---------------------------------
Principal Principal
Number % by Balance of % by Number % by Balance % by
State of Loans Number Loans Amount of Loans Number of Loans Amount
----- -------- ------ ---------- ------ -------- ------ --------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Arizona................. 74 5.51% $ 29,009 5.25% 53 6.08% $ 22,899 8.76%
California-Northern..... 87 6.48% 44,000 7.96% 37 4.24% 16,863 6.45%
California-Southern..... 553 41.18% 178,089 32.21% 346 39.68% 101,822 38.96%
Colorado................ 62 4.62% 20,237 3.66% 34 3.90% 10,669 4.08%
Connecticut............. 15 1.12% 4,859 0.88% 11 1.26% 1,939 0.74%
Florida................. 31 2.31% 46,397 8.39% 11 1.26% 2,709 1.04%
Georgia................. 9 0.67% 4,664 0.84% -- -- -- --
Illinois................ 22 1.64% 2,479 0.45% 24 2.75% 4,942 1.89%
Massachusetts........... 38 2.83% 7,268 1.31% 36 4.13% 6,156 2.36%
Maryland................ 9 0.67% 1,489 0.27% 9 1.03% 3,242 1.24%
Maine................... 8 0.59% 3,397 0.61% -- -- -- --
New Hampshire........... 33 2.46% 4,951 0.90% 36 4.13% 4,792 1.83%
New Jersey.............. 67 4.99% 16,951 3.07% 55 6.31% 12,473 4.77%
Nevada.................. 13 0.97% 21,101 3.82% -- -- -- --
New York................ 88 6.55% 20,733 3.75% 79 9.06% 17,910 6.85%
Ohio.................... 18 1.34% 1,941 0.35% 17 1.95% 1,983 0.76%
Oregon.................. 60 4.47% 26,947 4.87% 32 3.67% 16,355 6.26%
Pennsylvania............ 8 0.59% 2,326 0.42% -- -- -- --
Rhode Island............ 8 0.59% 2,028 0.37% -- -- -- --
Texas................... 31 2.31% 18,174 3.29% 12 1.38% 4,946 1.89%
Utah.................... 8 0.60% 6,092 1.10% -- -- -- --
Washington.............. 50 3.72% 29,041 5.25% 37 4.24% 21,870 8.37%
19 other states......... 51 3.80% 60,729 10.98% 43 4.93% 9,792 3.75%
----- ----- -------- ----- ---- ----- -------- -----
Total................. 1,343 100.0% $552,902 100.0% 872 100.0% $261,362 100.0%
===== ===== ======== ===== ==== ===== ======== =====
</TABLE>
There were 38 loans totaling $5,745 over 90 days past due as of December 31,
1998 as compared to 1 loan of $116 over 90 days past due at December 31, 1997.
At December 31, 1998, all of the loans over 90 days past due were on non-
accrual status and were considered impaired loans. No specific impairment
reserve was established for these loans. Interest foregone on non-accrual
loans was $510 for 1998. The average balance of impaired loans during 1998 was
$3,347 and $223 of interest income was recognized during 1998 on those loans
that were impaired as of December 31, 1998. There were no impaired loans or
loans on non-accrual status at December 31, 1997.
A summary of the activity in the allowance for loan losses for 1998 is as
follows:
<TABLE>
<S> <C>
Balance at beginning of year....................................... $1,727
Provision charged to earnings...................................... 6,300
Charge-offs........................................................ --
Recoveries......................................................... --
------
Balance at end of year............................................. $8,027
======
</TABLE>
34
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
In conjunction with the acquisition of mortgage loans in 1997, the Company
established an allowance for loan losses at the time of acquisition totaling
$1,727 based on the seller's loan loss experience.
The following table presents certain key data regarding the Company's
mortgage loans:
<TABLE>
<CAPTION>
Principal
Amount of
Loans
Subject to
Final Face Carrying Delinquency
Interest Maturity Prior Amount of Amount of Over 90
Description Rate Date Liens Mortgages Mortgages(A) Days(B)
----------- -------- -------- ------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Pools of predominantly
small balance
multifamily and
commercial mortgage
loans(C).............. (D) 1999- --Not required-- $476,994 $5,745
2028
-------- ------
Total--Loan Pools....... 476,994 5,745
-------- ------
Construction loan
participation(E)....... 7.26%- 2007- -- 18,000 17,891 --
9.26% 2010
Hotel/multifamily
apartment acquisition
financing
First mortgage
loan(F).............. 7.35% 2008 -- 17,916 17,602
Mezzanine loan(G)..... 11.65% 2008 -- 9,500 9,343 --
Condominium conversion
project financing(H)... 13.5% 2001 -- 26,240 25,297 --
6 other large mortgage
loans.................. 9.58%- 2005- 23,700 17,948 17,548 --
12.5% 2008
------- -------- -------- ------
Total--Large Mortgage
Loans.................. 23,700 89,604 87,681 --
------- -------- -------- ------
Total Loans............. $23,700 $552,902 $564,675 $5,745
======= ======== ======== ======
</TABLE>
- --------
(A) The carrying cost for federal income tax purposes is $563,798.
(B) Of the total principal amount of loans subject to over 90 day delinquency,
$913 of the loans were acquired from SPB, a related party.
(C) No loans were greater than 3% of the total.
(D) Interest rates for this category range from 5.50% to 14.00%. The weighted
average interest rate for this category is 9.574%. The category includes
loans with fixed as well as variable interest rates. Variable interest
rate loans are tied to six month LIBOR, Bank of America Prime, or the one-
year U.S. Treasury index.
(E) Interest only is paid quarterly. Principal and interest are due beginning
two years from the earlier of the opening of the facility or fist loan
draw.
(F) Payments on the first mortgage loan consist of principal and interest as
follows: The first 24 payments consist of $21 principal plus accrued
interest. The remaining payments consist of principal and interest
calculated at a 30 year amortization rate with a balloon payment due in
2008.
(G) Payments on the Mezzanine loan consist of interest only with the principal
balance due in 2008.
(H) The loan is secured by all the unsold units of a condominium conversion
project. Principal payments are due the 1st and 15th of every month based
on unit sales. If unit sales are inadequate, the interest is paid from a
funded interest reserve. There are no minimum principal payment amounts.
35
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
4. Securities Available-For-Sale
At December 31, 1998, the Company's securities available-for-sale consisted
of certain CMBS interests including subordinated securities and interest only
securities collateralized by commercial mortgages, certain subordinated asset-
backed notes issued by FMAC and shares of a private equity REIT. In general,
subordinated classes and interest only securities of a particular series of
securities bear all losses prior to the related senior classes. Such
securities or investments may subject the Company to credit, interest rate
and/or prepayment risks.
The amortized cost and estimated fair value of the Company's securities
available-for-sale are summarized as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Balance at December 31, 1998 Cost Gain Loss Value
---------------------------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Security Description
CMBS interests:
Non-investment grade rated
subordinated interests........... $34,763 $ 90 $ -- $34,853
Investment grade rated senior
interest only interests.......... 3,361 -- 64 3,297
Non-investment grade rated
subordinated interest only
interests........................ 2,959 -- -- 2,959
Non-rated subordinated interest
only interests................... 1,386 -- -- 1,386
Other non-rated subordinated
interests........................ 4,050 133 -- 4,183
------- ------ ------ -------
Total CMBS interests............ 46,519 223 64 46,678
Non-investment grade rated
subordinated notes............... 6,192 -- 199 5,993
Common stock in private equity
REIT............................. 5,000 -- -- 5,000
------- ------ ------ -------
Total........................... 57,711 $ 223 $ 263 $57,671
======= ====== ====== =======
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Balance at December 31, 1997 Cost Gain Loss Value
---------------------------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Security Description
CMBS interests:
Non-investment grade rated
subordinated interests........... $34,405 $1,411 $ 14 $35,802
Investment grade rated senior
interest only interests.......... 6,642 -- 486 6,156
Non-investment grade rated
subordinated interest only
interests........................ 6,645 -- 532 6,113
Non-rated subordinated interest
only interests................... 1,987 -- 236 1,751
Other non-rated subordinated
interests........................ 4,473 26 -- 4,499
------- ------ ------ -------
Total CMBS interests............ 54,152 1,437 1,268 54,321
Common stock in private equity
REIT............................. 5,000 -- -- 5,000
------- ------ ------ -------
Total........................... $59,152 $1,437 $1,268 $59,321
======= ====== ====== =======
</TABLE>
36
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
The Company's CMBS interests are secured by adjustable and fixed rate
commercial and multi-family mortgage loans. The yield to maturity on each
security depends on, among other things, the rate and timing of principal
payments (including prepayments, repurchases, defaults and liquidations), the
pass-through rate and interest rate fluctuations. The estimated yield to
maturity on the CMBS interests for 1999 is 11.2%. The Company's interest in
some of these securities is subordinated so that, in the event of a loss,
payments to senior certificate holders will be made before the Company
receives its payments. All of the Company's CMBS interests were acquired from
SPB, the originator or purchaser of the underlying mortgage loans, and
Imperial Credit.
During the year ended December 31, 1998, the Company determined, based
primarily on accelerated prepayments, that certain declines in the estimated
fair value of its interest only CMBS securities were other than temporary.
Accordingly, the Company took a charge to earnings of $4,554 to write down the
securities to estimated fair value and such charge is reflected in amortized
cost. The gross unrealized loss of $263 at December 31, 1998 is considered a
temporary decline in estimated fair value and has been reflected as a
component of accumulated other comprehensive income.
The Company's investment in non-investment grade rated subordinated notes
was acquired from FMAC and the estimated yield to maturity on these notes for
1999 is 10.7%.
The unamortized discount on securities available-for-sale was $29,317 and $
28,211 at December 31, 1998 and 1997, respectively. The Company did not sell
any securities available-for-sale during the periods ended December 31, 1998
and 1997.
The contractual maturities of the mortgage loans underlying the Company's
CMBS interests are greater than ten years.
Because there is no active market from which to derive a fair value for the
Company's CMBS securities, management estimates the fair values using a
discounted cash flow methodology. The ranges of assumptions used in the
December 31, 1998, valuation were as follows:
<TABLE>
<S> <C>
Monthly default rate..................................... 0.08% to 0.15%
Loss severity............................................ 30.0%
Cumulative loss.......................................... 1.84% to 2.50%
Prepayment rate.......................................... 15% to 28% CPR
Discount rate............................................ 8.40% to 25.39%
</TABLE>
5. Fair Value Of Financial Instruments
Financial instruments include cash and interest bearing deposits, repurchase
agreements, securities available-for-sale, mortgage loans, accrued interest
receivable, borrowings and accrued interest payable. Because no active market
exists for a portion of the Company's mortgage loans and securities, fair
value estimates are based on judgments regarding credit risk, investor
expectation of future economic conditions, normal cost of administration and
other risk characteristics, including interest rate and prepayment risk. These
estimates are subjective in nature and involve uncertainties and matters of
judgment and therefore cannot be determined with precision. Changes in
assumptions could significantly affect the estimates. In addition, the fair
value estimates presented do not include the value of anticipated future
business and the value of assets and liabilities that are not considered
financial instruments.
37
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
The Company used the following methods and assumptions in estimating its
fair value disclosures for financial instruments:
Financial Assets
The carrying values of cash, interest bearing deposits, and accrued interest
receivable are considered to approximate fair value. The carrying values of
securities available-for-sale approximate fair value; note 4 contains
information on how such fair value for CMBS was determined. The fair value of
the investment in a private equity REIT is based on cost since the REIT was
formed in late 1997, is not publicly traded and has had financing transactions
subsequent to the Company's investment at implied equity prices above that
paid by the Company. The fair value of mortgage loans is estimated using a
combination of techniques, including discounting estimated future cash flows
and quoted market prices for similar instruments, taking into consideration
the varying degrees of credit risk.
Financial Liabilities
The carrying amount of accrued interest payable is considered to approximate
fair value. The fair value of debt is based on rates currently available to
the Company for debt with similar terms and remaining maturities.
Off-Balance Sheet Financial Instruments
The fair value of lending commitments is estimated using the fees currently
charged to enter into similar agreements; such estimated fair value is not
material. The fair value of the interest rate swap is estimated by present
valuing the future cash flows using the contract notional amount amortization
schedule, contract interest rate, one-month LIBOR at December 31, 1998 and the
yield curve.
The estimated fair values of the Company's financial instruments at December
31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
December 31, 1998 December 31, 1997
------------------ ------------------
Estimated Estimated
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- --------- -------- ---------
<S> <C> <C> <C> <C>
Assets:
Cash and interest bearing deposits... $ 23,398 $ 23,398 $ 11,902 $ 11,902
Repurchase agreements................ -- -- 148,711 148,711
Securities available-for-sale........ 57,671 57,671 59,321 59,321
Accrued interest receivable.......... 6,410 6,410 2,085 2,085
Mortgage loans, net.................. 556,648 556,648 272,009 272,009
Borrowings........................... 331,132 331,132 -- --
Accrued interest payable............. 1,185 1,185 -- --
Interest rate swap................... -- (1,669) -- --
</TABLE>
The fair value estimates as of December 31, 1998 and 1997 were based on
pertinent information available to management as of that date. Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since those dates and,
therefore, current estimates of fair value may differ significantly from the
amounts presented herein.
38
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
6. Real Property
The Company's real property investments were acquired during 1998. The
following table provides information regarding each of the investments.
<TABLE>
<CAPTION>
Cost
Capitalized
Subsequent
Initial Cost to to
Company Acquisition Gross Amount at which Carried at Close of Period
-------------------- ------------ ---------------------------------------------------
Buildings Buildings Net
and and Accumulated Carrying
Description Land Improvements Improvements Land Improvements Total Depreciation Amount
- ----------- ------- ------------ ------------ ------- ------------ -------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mission Marketplace..... $12,909 $18,711 $ 71 $12,909 $18,782 $ 31,691 $ 416 $ 31,275
Atrium Tower............ 1,800 11,383 294 1,800 11,677 13,477 236 13,241
The Terraces............ 4,511 13,534 28 4,511 13,562 18,073 226 17,847
Ugly Duckling
Properties............. 12,081 15,357 -- 12,081 15,357 27,438 505 26,933
Office building in
France................. 1,676 15,992 -- 1,778 16,961 18,739 372 18,367
------- ------- ---- ------- ------- -------- ------ --------
Total................. $32,977 74,997 393 33,079 76,339 109,418 1,755 $107,663
======= ======= ==== ======= ======= ======== ====== ========
</TABLE>
The difference between the amount at which the office building in France is
carried at December 31, 1998 as compared to the initial cost to the Company at
acquisition is due to unrealized foreign exchange gains totaling $1,071.
Real property is leased to tenants under operating leases which provide for
rent and reimbursement of various expenses paid by the Company, such as common
area maintenance charges and real estate taxes.
The estimated future base lease rental income to be received by the Company
for the remaining minimum lease terms for all of the Company's real property
investments is $11,326 for 1999, $10,555 for 2000, $9,880 for 2001, $9,535 for
2002, $8,944 for 2003 and $55,753 thereafter.
Three of the Company's real property investments are secured by mortgage
loans as further discussed in note 10 to the consolidated financial
statements. The construction date, acquisition date and estimated useful lives
by Real Property investment is as follows:
<TABLE>
<CAPTION>
Life on
which
Date of Date Depreciation
Description Construction Acquired is Computed Location
- ----------- ------------ -------- ------------ --------
<S> <C> <C> <C> <C>
Mission Marketplace(A).. 1989 May 1998 30 years Oceanside, CA
Atrium Tower(B)......... 1982 May 1998 30 years Las Vegas, NV
The Terraces(A)......... 1957 and 1989 June 1998 30 years Rancho Palos Verdes, CA
Ugly Duckling
Properties(C).......... 1996-1997 May 1998 and 10-20 years AZ, NM, TX
August 1998
Office building in
France................. 1994 July 1998 20 years Suburb of Paris, France
</TABLE>
- --------
(A) Shopping center.
(B) Office building.
(C) Various properties comprised predominantly of used car lots, buildings,
and reconditioning centers.
The aggregate cost for Federal income tax purposes is the same as the cost
for book purposes.
39
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
7. Management Contract (Amounts in this footnote are in actual dollars, not
thousands)
ICCMIC entered into a management agreement (the "Management Agreement") with
Imperial Credit Commercial Asset Management Corporation (the "Manager"), a
wholly-owned subsidiary of Imperial Credit, pursuant to which the Manager
advises the Company on various aspects of its business and manages its day-to-
day operations, subject to the supervision of the Board. The Manager is
entitled to receive a base management fee of 1% per annum of the first $1
billion of average invested assets, 0.75% of the next $250 million of average
invested assets, and 0.5% of average invested assets above $1.25 billion,
payable quarterly, and a quarterly incentive fee in an amount equal to (A) 25%
of the dollar amount by which (1) (a) Funds from Operations, as defined in the
Management Agreement (before the incentive fee), per share of Common Stock
(based on the weighted average number of shares outstanding), plus (b) gains
(or minus losses) from debt restructuring and sales of property per share of
common stock (based on the weighted average number of shares outstanding),
exceed (2) an amount equal to (a) the weighted average of the price per share
at the initial public offering and the prices per share at any secondary
offerings by ICCMIC multiplied by (b) the ten-year U.S. Treasury Rate plus
four percent per annum multiplied by (B) the weighted average number of shares
of Common Stock outstanding during such quarter. Base management fees for the
periods ended December 31, 1998 and 1997 were $6.3 million and $0.9 million,
respectively. No incentive fee has been earned since the Company's inception.
8. Stock Option Plan
ICCMIC adopted a stock option plan (the "Plan") to provide a means of
incentive compensation, under which the Manager, certain executive officers
and employees of the Manager and certain officers and directors of ICCMIC were
granted options to purchase 3,045,000 shares of Common Stock exercisable at
the initial public offering price. Options to purchase a total of 7,500,000
shares have been authorized for grant under the Plan. ICCMIC granted options
to purchase 1,691,250 shares to the Manager and options to purchase 9,000
shares to an employee of the Manager, for which $2,550 was recognized as an
expense during 1997, and options to purchase 1,344,750 shares to executive
officers and directors of ICCMIC. During 1998, ICCMIC granted additional
options to purchase 162,500 shares at $15.00 per share and 883,500 shares at
$9.00 per share.
For those options issued to non-employees, ICCMIC recognized $97 in expense
during 1998 based on the estimated fair value of the options. In conjunction
with the issuance of the options to purchase shares at $9.00 per share,
certain employees of the Manager exchanged options to purchase 97,000 shares
at an exercise price of $15.00 per share for options to purchase 79,000 shares
at $9.00 per share. Options vest immediately and one third of the options is
first exercisable on each of the first three anniversaries of their grant. The
exercisability of options accelerates upon a change of control as defined in
the option agreement. All options that have not been exercised as of ten years
from date of grant will expire.
Included in the options granted during 1998 are options to purchase 30,000
shares granted to a Director of the Company which carry the right to put the
options back to the Company at $1.00 per share for a period of one year. The
put right was granted in recognition of the Director's extraordinary service
to the Company.
40
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
Stock option activity for the periods ended December 31, 1998 and 1997
follows:
<TABLE>
<CAPTION>
Weighted
Average
Number of Exercise Range of
Shares Price Exercise Price
--------- -------- --------------
<S> <C> <C> <C>
1997:
Granted.................................. 3,125,500 $15.00
Forfeited/Cancelled...................... (80,500) $15.00
---------
Outstanding at December 31, 1997......... 3,045,000 $15.00
---------
1998:
Granted.................................. 1,046,000 $ 9.93
Forfeited/Cancelled...................... (183,250) $15.00
---------
Outstanding at December 31, 1998......... 3,907,750 $13.64 $9.00 - $15.00
=========
</TABLE>
At December 31, 1998, options to purchase 983,250 shares were exercisable at
$15.00 per share. None were exercisable at December 31, 1997. The weighted
average remaining life for options outstanding at December 31, 1998 was
approximately nine years.
If the Company had determined compensation cost based on the fair value at
the grant date for stock options granted to officers and directors, the
Company's net earnings and earnings per share for the year ended December 31,
1998 and the period from July 31, 1997 through December 31, 1997 would have
decreased to the pro forma amounts indicated below:
<TABLE>
<CAPTION>
December 31,
1998 December 31, 1997
---------------- ------------------
As Pro As Pro
Reported forma Reported forma
-------- ------- ---------- -------
<S> <C> <C> <C> <C>
Net earnings............................ $22,224 $21,586 $ 2,159 $ 142
Basic and Diluted Earnings per share.... $ .68 $ .66 $ .06 $ .00
</TABLE>
The derived fair value of the options granted during 1998 was approximately
$0.73 per share for the options issued at $9.00 per share and $1.21 per share
for the options issued at $15.00 per share. The derived fair value of the
options granted during 1997 was approximately $1.50 per optioned share. The
derived fair values were estimated using the Black-Scholes option pricing
model with the following weighted average assumptions:
<TABLE>
<CAPTION>
1998 1997
------- --------
<S> <C> <C>
Dividend yield.............................................. 13.30% 8.32%
Risk free interest rate..................................... 4.70% 6.50%
Expected life............................................... 5 years 10 years
Expected volatility......................................... 33.00% 22.15%
</TABLE>
9. Stockholders' Equity
On October 22, 1997, the Company completed its initial public offering of
34,500,000 shares, with gross proceeds of $513,857 and net proceeds to ICCMIC
of $479,309. During the years ended December 31, 1998 and 1997, ICCMIC
declared dividends on common stock of $36,948 and $4,485, respectively, or
$1.18 and $0.13 per share, respectively. All of the dividends were ordinary
income. Undistributed earnings for income tax purposes were $153 and $257 at
December 31, 1998 and 1997, respectively.
41
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
During the quarter ended September 30, 1998, the Board of Directors
authorized the Company to repurchase shares of the Company's Common Stock. As
of December 31, 1998, the Company had repurchased 6,000,000 shares at a cost
of $56,338, and the Company is authorized to repurchase an additional
6,000,000 shares under certain circumstances.
On September 18, 1998, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each
outstanding share of Common Stock, par value $0.0001 per share, of the
Company. The Rights dividend was payable on September 21, 1998 to stockholders
of record at the close of business on that date. The description and terms of
the Rights are set forth in an agreement between the Company and U.S. Stock
Transfer Corporation, a copy of which was included as an exhibit to the
Company's Current Report on Form 8-K, filed with the SEC on September 22,
1998. The Rights dividend was adopted in response to an unsolicited merger
proposal from Wilshire Real Estate Investment Trust Inc. and to enable the
Company to induce potentially hostile suitors to negotiate terms with the
Company's Board of Directors before initiating takeover attempts.
10. Outstanding Debt
The Company's outstanding debt at December 31, 1998 was as follows:
<TABLE>
<CAPTION>
Interest
Balance Rate Maturity
-------- ------------ --------------
<S> <C> <C> <C>
Borrowings under $300,000 warehouse
line of credit...................... $279,000 LIBOR + 0.90% March 29, 1999
Borrowings under secured bank line... 3,557 PIPOR + 0.85% VAT receipt
Mortgage loan secured by Mission
Marketplace......................... 23,798 7.365% fixed December 2012
Mortgage loan secured by Terraces.... 10,658 8.500% fixed December 2027
Mortgage loan secured by office
building in France.................. 14,119 PIPOR + 0.85% August 2013
--------
Total outstanding debt............. $331,132
========
</TABLE>
The warehouse line of credit, which was secured by $353,477 of SPB mortgage
loans and all of the Company's CMBS interests as of December 31, 1998, was
repaid in full and terminated on March 10, 1999 (unaudited). The source of
funds for repaying that line came from the Company's recently completed
securitization as more fully described in note 15 to the consolidated
financial statements (unaudited). The effective interest rate on that line at
year end was 6.445%. The Company has signed a non-binding term sheet for a new
$300,000 warehouse line with a major investment bank, subject to completion
and execution of loan documentation (unaudited). The ability of the Company to
continue its growth is subject to closing this new warehouse facility or
alternative financing arrangements.
The Company entered into a forward interest rate swap in order to hedge the
cost of funds for outstanding borrowings under any facility which bears
interest at variable rates over the LIBOR index and to the extent that such
facility is secured by mortgage loans that bear interest at fixed rates. This
swap became effective May 15, 1998 for an amortizing notional balance of
$77,467 over a ten-year period. Under the swap, the Company receives monthly
payments of interest based on one-month LIBOR and remits monthly payments
based on a fixed interest rate of approximately 5.99%. During the year ended
December 31, 1998, the Company paid monthly interest on the notional balance
at the fixed annual rate, which ranged from approximately $343 to $410 per
month, and collected monthly interest at annual rates ranging from 5.28% to
5.66%, or approximately $306 to $392 per month. The net cost of the swap
ranged from $16 to $37 per month and is included in interest expense in the
Company's operating results. Such net cost was $157 for the year ended
December 31, 1998. As of December 31, 1998, the approximate net present value
cost of this swap was $1,669 and the notional balance was $71,954.
42
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
The secured bank line and mortgage loan secured by the office building in
France were obtained from the same lender and both loans had an effective
interest rate of 4.45% at year end. The secured bank line is repayable upon
receipt of the refund of value added tax (VAT) paid in connection with the
acquisition of the real property which is expected to occur in the first half
of 1999. The mortgage loan is repayable pursuant to a set amortization
schedule over a 15-year period.
The mortgage loan secured by Mission Marketplace is subject to a 30-year
amortization schedule with a balloon payment due in 15 years.
The mortgage loan secured by Terraces is subject to a 30-year amortization
schedule and can be prepaid without penalty after 10 years. This loan was
subject to a rebate which resulted in an effective interest rate of 7.85%, as
compared to the nominal rate of 8.50%.
The Company also has a reverse repurchase line of credit for $25,000;
however, no assets were pledged and therefore no borrowing capacity existed
under this facility at year-end. In order for the Company to borrow funds
under this line, the Company would have to pledge assets acceptable to the
lender.
Principal payments of debt due over the next five years are $283,408 in
1999, $442 in 2000, $791 in 2001, $821 in 2002 and $959 in 2003.
11. Related Party Transactions
As part of ICCMIC's initial public offering, 2,970,000 shares of Common
Stock were sold to Imperial Credit and approximately 500,000 shares of Common
Stock were sold to certain directors, officers and employees of the Company,
the Manager and Imperial Credit and members of their respective immediate
families, in each case net of the underwriting discount. On December 11, 1997,
Imperial Credit acquired an additional 100,000 shares of Common Stock in an
open market transaction.
Concurrently with the closing of ICCMIC's initial public offering, ICCMIC
acquired 270 mortgage loans for a purchase price of $109,130 and certain CMBS
interests for $55,000 from Imperial Credit and SPB, affiliates of the Manager.
In December 1997, ICCMIC acquired 299 loans for $97,641 from SPB and two loans
for $6,385 from FMAC, affiliates of the Manager. The FMAC purchase price is
included in accrued expenses, payables and other liabilities at December 31,
1997.
During the year ended December 31, 1998, the Company acquired 480 mortgage
loans at a price of $193,726 from SPB. In addition, ICCMIC acquired certain
CMBS interests for $6,069 and 95 mortgage loans for $94,679 from FMAC. During
1998, FMAC reacquired from the Company 42 loans with a principal amount of
$46,357.
12. Commitments and Contingencies
ICCMIC leases approximately 6,400 usable square feet of office space for its
executive offices under a lease expiring on August 15, 2002. Rent expense for
the period ended December 31, 1998 was $146 and future minimum rents due under
the lease are as follows:
<TABLE>
<CAPTION>
Year Amount
---- ------
<S> <C>
1999.............................................................. 184
2000.............................................................. 194
2001.............................................................. 191
2002.............................................................. 107
</TABLE>
43
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
The Company has outstanding loan funding commitments of approximately
$38,000 as of December 31, 1998. The most significant of these commitments is
an 18,000 British pound (approximately $30,000) commitment to fund a mezzanine
loan for an office park renovation project in London, England near Heathrow
airport.
13. Segment Reporting
The Company operates in four principal business segments; small balance
mortgage loan pools acquired ("mortgage loan pools"), individual large balance
mortgage loans originated or acquired ("large mortgage loans"), real property
and securities available-for-sale ("securities"). These segments are managed
separately because each requires different levels of resources and involves
assets having different risk profiles. Segment performance is measured based
on net earnings. The accounting policies of the segments conform to generally
accepted accounting principles as more fully described in note 2 to the
consolidated financial statements.
<TABLE>
<CAPTION>
Revenues by Net Income by
Segment Segment Assets by Segment
-------------- --------------- -----------------
1998 1997 1998 1997 1998 1997
------- ------ ------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C>
Mortgage loan pools........... $36,734 $1,676 $17,908 $1,458 $475,922 $274,094
Large mortgage loans.......... 4,396 -- 3,044 -- 87,136 --
Real property................. 7,684 -- 1,563 -- 111,321 --
Securities.................... 6,153 1,403 975 1,296 57,671 59,321
Other......................... 2,454 3,388 (1,246) (595) 25,124 161,722
------- ------ ------- ------ -------- --------
Total..................... $57,421 $6,467 $22,244 $2,159 $757,174 $495,137
======= ====== ======= ====== ======== ========
</TABLE>
Revenues by segment is comprised of interest income for all segments other
than real property, which is comprised of lease rental revenues. There are no
intersegment revenues or expenses.
The mortgage loan pools segment is represented by several pools of small
balance multifamily and commercial loans that the Company acquired from SPB,
FMAC and unrelated third parties. Most of these loans are from pools which
average approximately $150 or $350 per loan. The loans are concentrated in
California and the western and eastern coasts of the United States. These
loans are generally serviced by others, including SPB and FMAC, and are
monitored by the Manager on an overall basis.
The large mortgage loans segment is primarily comprised of loans originated
and serviced by the Manager. These loans are concentrated in five states and
each represents a unique investment and risk profile. These loans require much
more active monitoring and involvement by the Manager than do the loans
included in the mortgage loan pools segment.
The real property segment is comprised of two operating shopping centers and
two operating office buildings managed by outside professional property
managers in California, Las Vegas and France, as well as a group of seventeen
properties located in three states that are leased to the Ugly Duckling
Corporation for use in connection with that company's used car sales and
finance business. These real property investments are monitored by asset
management personnel employed by the Manager.
The securities segment is comprised of the Company's CMBS securities
obtained from SPB and Imperial Credit as well as subordinated notes acquired
from FMAC and a common stock investment in a private equity REIT. The CMBS and
subordinated note investments are administered by servicers and trustees that
were put in place at the time of the applicable securitization transaction.
Personnel employed by the Manager and its affiliates
44
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
actively monitor these securities on a quarterly basis and update the
Company's analytic models for valuing the securities. The private equity REIT
investment is monitored by periodic financial reviews and communications with
employees of the REIT's advisor.
Net earnings (loss) by segment is presented in the following tables for the
periods ended December 31, 1998 and 1997:
<TABLE>
<CAPTION>
Year Ended December 31, 1998
--------------------------------------------------------
Large
Mortgage Mortgage Real
Loan Pools Loans Property Securities Other Total
---------- -------- -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Revenues................ $36,734 $4,396 $7,684 $6,153 $ 2,454 $57,421
------- ------ ------ ------ ------- -------
Operating Expenses
Management fee........ 4,227 439 583 624 446 6,319
Interest expense...... 8,829 383 1,911 -- 42 11,165
Provision for loan
losses............... 5,770 530 -- -- -- 6,300
Write-down of
securities........... -- -- -- 4,554 -- 4,554
Depreciation.......... -- -- 1,755 -- 95 1,850
Real property
operating expenses... -- -- 1,872 -- -- 1,872
Due diligence......... -- -- -- -- 1,659 1,659
Stock options......... -- -- -- -- 97 97
Other................. -- -- -- -- 1,361 1,361
------- ------ ------ ------ ------- -------
Total Expenses...... 18,826 1,352 6,121 5,178 3,700 35,177
------- ------ ------ ------ ------- -------
Net Earnings
(Loss)........... $17,908 $3,044 $1,563 $ 975 $(1,246) $22,244
======= ====== ====== ====== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Period from July 31, 1997
to December 31, 1997
------------------------------------
Mortgage
Loan Pools Securities Other Total
---------- ---------- ------ ------
<S> <C> <C> <C> <C>
Revenues................................... $1,676 $1,403 $3,388 $6,467
------ ------ ------ ------
Operating Expenses
Management fee........................... 218 107 615 940
Depreciation............................. -- -- 11 11
Due diligence............................ -- -- 487 487
Stock options............................ -- -- 2,550 2,550
Other.................................... -- -- 320 320
------ ------ ------ ------
Total Expenses......................... 218 107 3,983 4,308
------ ------ ------ ------
Net Earnings (loss).................. $1,458 $1,296 $ (595) $2,159
====== ====== ====== ======
</TABLE>
45
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(Dollars in thousands, except per share amounts)
14. Unaudited Quarterly Information
<TABLE>
<CAPTION>
Year Ended December 31, 1998
-----------------------------------------------
4th Quarter 3rd Quarter 2nd Quarter 1st Quarter
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Interest Income
Mortgage loans.............. 12,776 12,223 10,158 5,973
Securities available-for-
sale....................... 1,522 1,566 1,611 1,454
Repurchase agreements and
interest bearing deposits.. 170 98 67 2,119
------ ------ ------ ------
Total Interest Income....... 14,468 13,887 11,836 9,546
Real property rental income. 3,418 3,274 993 --
------ ------ ------ ------
Total Income................ 17,886 17,161 12,829 9,546
------ ------ ------ ------
Operating Expenses
Management fees............. 1,936 1,818 1,365 1,200
Interest expense............ 5,690 4,441 1,034 --
Provision for loan losses... 3,000 3,200 100 --
Write-down of securities
available-for-sale......... 1,321 3,233 -- --
Depreciation of real
property................... 793 720 242 --
Real property operating
expenses................... 858 800 214 --
Due diligence expenses...... 793 343 375 150
Other....................... 455 428 321 348
------ ------ ------ ------
Total Expenses.............. 14,846 14,983 3,651 1,698
------ ------ ------ ------
Net Earnings................ $3,040 $2,178 $9,178 $7,848
====== ====== ====== ======
Net Earnings Per Share--
Basic and Diluted.......... $ 0.11 $ 0.07 $ 0.27 $ 0.23
====== ====== ====== ======
Dividends Per Share......... $ 0.33 $ 0.33 $ 0.28 $ 0.24
====== ====== ====== ======
</TABLE>
Quarterly information for the short period of operations which began October
22, 1997 is identical to the information presented for the period from July
31, 1997 (Inception) to December 31, 1997 in the accompanying consolidated
statement of earnings and therefore has not been included in the table above.
Furthermore, the comparability of such information is not meaningful due to
the Company's Ramp-up as described in Management's Discussion and Analysis of
Financial Condition and Results of Operations included elsewhere herein.
Amounts in the table may not agree exactly with amounts in the accompanying
consolidated statement of earnings for the year ended December 31, 1998 due to
rounding.
15. Unaudited Subsequent Events
On March 10, 1999, the Company closed a securitization transaction in which
the Company's wholly-owned business trust, ICCMAC Multifamily and Commercial
Trust 1999-1, sold approximately $250 million of collateralized mortgage
obligation ("CMO") bonds. The bonds are predominantly floating interest rate
bonds and carry a cost of funds which approximates the cost on the Company's
then existing warehouse line of credit. The bonds are collateralized by
approximately $290 million of first mortgage loans which the Company had
previously acquired from SPB. At the closing of this transaction, the Company
repaid in full and terminated its warehouse line of credit with Morgan
Guaranty Trust Company of New York. The Company expects to complete the
execution of documentation for a new $300 million warehouse line of credit
with a major investment bank in the near future.
On March 23, 1999, the Company announced that its Board had declared a cash
dividend of $0.30 per share of Common Stock to stockholders of record on March
31, 1999, payable on April 15, 1999. This dividend includes a special
distribution relating to previously undistributed taxable income for 1998 in
the amount of approximately $0.0054 per share.
46
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
ICCMIC was incorporated in the State of Maryland on July 31, 1997. The table
below sets forth certain information with respect to the directors and
executive officers of ICCMIC.
The executive officers and directors of the Company are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
H. Wayne Snavely (2) 57 Chairman of the Board
Kevin E. Villani (1) 50 Vice Chairman of the Board
Mark S. Karlan 40 President and Chief Executive Officer,
Director
Patric H. Hendershott (2) 60 Independent Director
Joseph A. Jaconi, Jr. (1) 54 Independent Director
Louis H. Masotti (1) 64 Independent Director
Kenneth A. Munkacy (2) 44 Independent Director
Michael Meltzer 52 Chief Financial Officer and Treasurer
Norbert M. Seifert 43 General Counsel, Senior Vice President and
Secretary
</TABLE>
- --------
(1)Member of the Audit Committee
(2)Member of the Compensation Committee
H. Wayne Snavely has been Chairman of the Board of the Company since its
inception in July 1997. Mr. Snavely has been Chief Executive Officer of
Imperial Credit since December 1991 and President since February 1996. From
1986 to February 1992, Mr. Snavely served as Executive Vice President of
Imperial Bancorp and Imperial Bank. From 1983 through 1986, Mr. Snavely was
employed as Chief Financial Officer of Imperial Bancorp and Imperial Bank. Mr.
Snavely served as a director of Imperial Bank until 1998. Mr. Snavely is
Chairman of the Board of Franchise Mortgage Acceptance Company (Nasdaq--FMAX).
Kevin E. Villani has been Vice Chairman of the Board of the Company since
its inception in July 1997. Mr. Villani is currently the Executive Vice
President of Finance of Imperial Credit and President and CEO of Imperial
Credit Asset Management. He has been a director of Imperial Credit since 1997.
Mr. Villani served as CFO of Imperial Credit from 1995 until his promotion to
his current position in July of 1998. From 1993 to 1996, Mr. Villani was the
Associate Professor of Clinical Finance and Real Estate for the University of
Southern California. From 1985 to 1990, he was the Executive Vice President
and Chief Financial Officer for Imperial Corporation of America. From 1982 to
1985, he served in various senior executive capacities at the Federal Home
Loan Mortgage Corporation. From 1975 to 1982, he served as the Financial
Economist, the Director for the Division of Housing and Finance Analysis, and
the Deputy Assistant Secretary for the Office of Economic Affairs and Chief
Economist for the Department of Housing and Urban Development. From 1974 to
1975, he was an economist for the Federal Reserve Bank of Cleveland. Mr.
Villani has also served as a consultant to the World Bank and USAID on
banking, housing, finance, and privatization.
Mark S. Karlan has served as a member of the Board of the Company and as its
President and Chief Executive Officer since its inception in July 1997. From
March 1998 to April 1999, Mr. Karlan served as a Director of On Stage
Entertainment, Inc., a company to which the Company has made a loan. From 1990
to 1997, Mr. Karlan was a private real estate investor managing all aspects of
approximately $100 million of real estate transactions including the
acquisition, financing, leasing and sale of office, retail, industrial and
residential assets. From 1984 to 1990, Mr. Karlan served in the acquisition
group of JMB Realty Corporation, most recently as Senior Vice President. Mr.
Karlan acquired for institutional clients more than one hundred commercial
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<PAGE>
properties including shopping centers, office buildings, apartment complexes
and hotels located throughout the United States and Canada, with a gross asset
value exceeding $6 billion. Mr. Karlan had full responsibility for
negotiating, structuring and analyzing all assets he acquired for JMB,
including valuation and credit analyses and cash flow projections. Mr.
Karlan's primary focus was larger portfolio acquisitions. In 1987, Mr. Karlan
led the 100 person JMB acquisition team during the $5 billion leveraged
acquisition of the Cadillac Fairview, Inc. real estate company. In 1987, Mr.
Karlan became the youngest partner of JMB. Mr. Karlan received a Bachelor of
Arts degree in Economics, magna cum laude, from Harvard College in 1980 and
was awarded a John Harvard Scholarship for academic achievement of the highest
distinction. Mr. Karlan received a Master of Business Administration degree
with second year honors from the Harvard Business School and a Juris Doctor
degree, cum laude, from the Harvard Law School, both in 1984.
Patric H. Hendershott has been a Director of the Company since September
1997. Dr. Hendershott holds the Galbreath Chair in Real Estate at Ohio State
University where he has been Professor of Finance since 1981. From 1969 to
1981, Dr. Hendershott was a Professor of Economics and Finance at Purdue
University where he was Chairman of the Economics Group from 1971 to 1974. Dr.
Hendershott was an Assistant Professor of Economics at Northwestern University
from 1967 to 1969, and he was a Research Economist at the Federal Reserve
Board from 1964 to 1967. He has served as a consultant to major national and
international organizations including the World Bank from 1991 to 1993, the
U.S. government Accounting Office from 1982 to 1990 and the National Swedish
Institute for Building Research since 1991. Dr. Hendershott has been a
Research Associate at the National Bureau of Economic Research since 1979 and
he was the Director of Housing and Real Estate Finance Research at Price
Waterhouse from 1994 to 1997. His honors and awards include the George Bloom
Award for Outstanding Contributions to the Field of Real Estate in 1992,
Fellow of the Homer Hoyt Advanced Studies Institute since 1991, Academic
Fellow of the Urban Land Institute since 1990, Fulbright Senior Research
Scholar in 1989, President of the American Real Estate and Urban Economics
Association in 1985 and has been a Member of the Fulbright Senior Awards
Committee since 1995. Dr. Hendershott has written more than one hundred
articles in academic and professional journals on real estate and mortgage
finance, and he currently serves on the editorial boards of seven finance and
real estate journals. Dr. Hendershott received a Ph.D. in Economics from
Purdue University in 1965.
Joseph A. Jaconi, Jr. has been a Director of the Company since September
1997. Mr. Jaconi has been involved in the real estate development industry in
California since 1971. Mr. Jaconi began the development of real property for
his own account in 1976, completing projects such as the Wilshire-Grand
Building, a 16 story office building in downtown Los Angeles; the Marina
Business Center, a 400,000 square foot office and business park in Marina Del
Rey; the Village Del Amo, a 30 acre retail and office building project in
Torrance; redevelopment projects at Corte Madera Mall and Garden Grove Mall
totalling 400,000 square feet; and the 100 acre Bakersfield Airport Business
Center. From 1971 to 1976, Mr. Jaconi practiced law and specialized in real
estate development, representing clients such as Carter Hawley Hale Stores,
Inc., Ernest W. Hahn, Inc., Security Pacific National Bank, Barclay-Curci
Investment Company, Transpacific Development Company, Business Properties and
Real Property Resources. Mr. Jaconi received a Bachelor of Arts degree from
the University of Santa Clara in 1966 and he received a Juris Doctor degree
from the University of Southern California School of Law in 1969.
Louis H. Masotti has been a Director of the Company since September 1997,
Dr. Masotti serves as President of Louis H. Masotti, Ltd., a management, real
estate and urban development consulting firm. Between 1992 and June 1998, Dr.
Masotti was Professor of Management and Urban Development in the Graduate
School of Management at the University of California, Irvine, where he also
served as the Director of the Program in Real Estate Management. From 1970 to
1992, Dr. Masotti was Professor of Management and Urban Development at the
Kellogg Graduate School of Management at Northwestern University, and between
1989 and 1992, Dr. Masotti also taught real estate and urban development
courses as a Visiting Professor at the Anderson Graduate School of Management
at UCLA and at Stanford Business School. In 1985, Dr. Masotti founded the
Kellogg Center for Real Estate Research at Northwestern University and served
as its Director until 1992. From 1970 to 1980, Dr. Masotti served as the
Director of the Center for Urban Policy Research at Northwestern. Dr. Masotti
has authored and edited 14 books and published many articles on real estate,
urban
48
<PAGE>
development and public policy issues. His views are often quoted in the
national media, including The Wall Street Journal, Barron's, The New York
Times, Business Week, Time and Newsweek. His honors and awards include Fellow
of the Homer Hoyt Advanced Studies Institute since 1993 and Senior Fulbright
Fellow in 1969. Dr. Masotti has served as a director of Samuel Zell's
Manufactured Home Communities Inc. REIT since 1993, and he served from 1993 to
1996 as a director of the Tucker Company REIT, both listed on the NYSE. Dr.
Masotti earned his Bachelor of Arts degree at Princeton University in 1956 and
he received a Ph.D. degree in political science from Northwestern University
in 1964.
Kenneth A. Munkacy has been a Director of the Company since September 1997.
Mr. Munkacy is the Managing Director of TrizecHahn Asia-Pacific, a subsidiary
of TrizecHahn, a NYSE listed commercial real estate company. Mr. Munkacy is
responsible for TrizecHahn's investment and development activities in Asia.
From 1994 to 1997, Mr. Munkacy served as President of Koll Asia Pacific, an
affiliate of the Koll Real Estate Group. From 1989 to 1994, Mr. Munkacy was a
Senior Vice President and partner of Golub & Co, a Chicago based real estate
investment and development company, and he served from 1987 to 1989 as the
Director of Development and Acquisitions for Xerox Realty Corp., a Xerox
subsidiary with an $850 million real estate portfolio. Mr. Munkacy was the
Director of Development Services and a partner at Halcyon Real Estate Advisors
from 1981 to 1987. Mr. Munkacy has published articles on commercial real
estate in The Real Estate Finance Journal, Real Estate Review and Urban Land,
and his real estate perspectives have been quoted in the Wall Street Journal,
Real Estate Finance & Investment, Journal of Property Management, Commercial
Property News and Real Estate Forum. He has lectured on real estate investing
at Harvard, Wharton, Stanford, Northwestern, the University of Texas at
Austin, and the Urban Land Institute. Mr. Munkacy received a Bachelor of Arts
degree in Economics-Government from Franklin and Marshall College in 1976 and
a Masters of City Planning from the University of Pennsylvania in 1981.
Michael Meltzer has been Chief Financial Officer and Treasurer of the
Company since March 1998. Prior to joining the Company he was the Chief
Financial Officer and an Executive Vice President of Landmark Entertainment
Group, a designer and producer of theme park attractions, themed entertainment
facilities and other projects. From 1993 to 1996, Mr. Meltzer was the Chief
Financial Officer and an Executive Vice President of Canal+ (U.S.), a
subsidiary of a publicly-held French conglomerate, and from 1994 to 1995 he
was a member of the Board of Directors of Carolco Pictures, Inc. From 1989 to
1993, Mr. Meltzer was the Chief Financial Officer of Imagine Films
Entertainment, Inc. and from 1985 to 1989, Mr. Meltzer served in various
senior level financial positions at Lorimar Telepictures Corporation. From
1968 to 1985, Mr. Meltzer served in the audit group at Peat, Marwick, Mitchell
& Co. (now KPMG LLP), where he became a partner in 1978. At Peat Marwick, Mr.
Meltzer's primary industry expertise was in the real estate industry, and his
principal clients included REITs, real estate developers and mortgage brokers.
Mr. Meltzer received his Bachelor of Business Administration degree from the
City College of New York in 1968 and his Juris Doctor degree from the Brooklyn
Law School in 1975.
Norbert M. Seifert has been Senior Vice President and General Counsel of the
Company since September 1997 and Secretary since July 1997. Mr. Seifert was a
partner in the real estate department of the national law firm Sonnenschein
Nath & Rosenthal from 1992 to 1997. At Sonnenschein, Mr. Seifert represented
institutional lenders in the origination and sale of term loans and
construction loans secured by multifamily and commercial real estate, and he
was involved in restructuring underperforming mortgage loans. From 1989 to
1992, Mr. Seifert was a partner in the real estate department of Mayer, Brown
& Platt and from 1987 to 1989 he was a partner at Turkowitz & Seifert, a
boutique law firm specializing in retail real estate. From 1982 to 1987,
Mr. Seifert was an associate attorney in the tax and real estate departments
of Milbank, Tweed, Hadley & McCloy where he was involved in structuring the
initial public offering of the Rockefeller Center Properties, Inc. mortgage
REIT. Mr. Seifert received a Bachelor of Science degree, cum laude, from the
Wharton School of the University of Pennsylvania in 1977 and a Juris Doctor
degree from New York University School of Law in 1980.
49
<PAGE>
All directors are elected at each annual meeting of the Company's
stockholders until the next annual meeting of stockholders and until their
successors are elected and qualify. Replacements for vacancies occurring among
the Independent Directors will be elected by a majority vote of the remaining
Directors, including a majority of the Independent Directors. All officers are
elected and may be removed by the Board.
Limitation Of Liability And Indemnification
The Maryland General Corporation Law, as amended from time to time ("MGCL")
permits a Maryland corporation to include in its charter a provision limiting
the liability of its directors and officers to the corporation and its
stockholders for money damages except for liability resulting from (a) actual
receipt of an improper benefit or profit in money, property or services or (b)
active and deliberate dishonesty established by a final judgment as being
material to the cause of action. ICCMIC's Charter contains such a provision
which eliminates such liability to the maximum extent permitted by the MGCL.
ICCMIC's Charter authorizes it, to the maximum extent permitted by Maryland
law, to obligate itself to indemnify and to pay or reimburse reasonable
expenses in advance of final disposition of a proceeding to (a) any present or
former director or officer or (b) any individual who, while a director of
ICCMIC and at its request, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other
enterprise as a director, officer, partner or trustee of such corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
from and against any claim or liability to which such person may become
subject or which such person may incur by reason of his status as a present or
former director or officer of ICCMIC. ICCMIC's Bylaws obligate it, to the
maximum extent permitted by Maryland law, to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (a) any
present or former director or officer who is made a party to the proceeding by
reason of his service in that capacity or (b) any individual who, while a
director of ICCMIC and at ICCMIC's request, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise and who is made a party to the proceeding by reason of his service
in that capacity. The Charter and Bylaws also permit ICCMIC to indemnify and
advance expenses to any person who served a predecessor of ICCMIC in any of
the capacities described above and to any employee or agent of ICCMIC or a
predecessor of ICCMIC.
The MGCL requires a corporation (unless its charter provides otherwise,
which ICCMIC's Charter does not) to indemnify a director or officer who has
been successful, on the merits or otherwise, in the defense of any proceeding
to which he is made a party by reason of his service in that capacity. The
MGCL permits a corporation to indemnify its present and former directors and
officers, among others, against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by them in connection with any
proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or
omission of the director or officer was material to the matter giving rise to
the proceeding and (1) was committed in bad faith or (2) was the result of
active and deliberate dishonesty, (b) the director or officer actually
received an improper personal benefit in money, property or services or (c) in
the case of any criminal proceeding, the director or officer had reasonable
cause to believe that the act or omission was unlawful. However, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation. In addition, the MGCL requires ICCMIC, as a
condition to advancing expenses, to obtain (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by ICCMIC as authorized by the Bylaws
and (b) a written undertaking by him or on his behalf to repay the amount paid
or reimbursed by ICCMIC if it shall ultimately be determined that the standard
of conduct was not met. ICCMIC has entered into indemnification agreements
with all of its officers and directors which provide for the indemnification
of such officers and directors to the fullest extent permitted under Maryland
law.
Insofar as indemnification by ICCMIC for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of ICCMIC pursuant to the indemnity agreements
referenced herein or otherwise, ICCMIC has been advised that in the opinion of
the SEC such indemnification is against public policy as expressed in the
Securities Act of 1933, as amended, and is, therefore, unenforceable.
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<PAGE>
Item 11. Executive Compensation
The executive officers of the Company have been elected by the Company's
Board of Directors to fulfill the responsibilities set forth in the Company's
Bylaws. Such executive officers are also executive officers of the Manager.
The executive officers receive cash compensation and typical employee benefits
from the Manager and stock option compensation from the Company in the form of
Company stock options under the 1997 Stock Option Plan.
The Company does not otherwise pay a salary, bonus or other compensation to
its executive officers, nor does it have any long-term incentive programs
other than the 1997 Stock Option Plan. The Manager, at its expense, provides
all personnel necessary to conduct the regular business of the Company. The
Manager receives various fees for advisory and other services performed under
the Management Agreement between the Company and the Manager. A description of
the Management Agreement between the Company and the Manager and the fees paid
by the Company thereunder is included below under the caption "Certain
Relationships and Related Transactions--Management Agreement."
The following table sets forth information regarding compensation paid by
the Company to the Company's executive officers. None of the Company's
executive officers earned more than $100,000 in total annual salary and bonus
from the Company.
<TABLE>
<CAPTION>
Long-Term
Compensation
-----------------
Shares Underlying
Name and Principal Position Year Stock Options Other
--------------------------- ---- ----------------- -----
<S> <C> <C> <C>
Mark S. Karlan, President and Chief Executive
Officer(1),(2)................................... 1998 258,750 --
1997 517,500 --
Michael Meltzer, Chief Financial Officer and
Treasurer(1),(3)................................. 1998 74,500 --
1997 -- --
Norbert M. Seifert, General Counsel, Senior Vice
President and Secretary(1),(4)................... 1998 34,500 --
1997 69,000 --
Daniel J. Occelli, Former Senior Vice
President(5),(6)................................. 1998 34,500 --
1997 34,500 --
</TABLE>
- --------
(1) Options granted on December 14, 1998 can be separated into two parts, (i)
an incentive stock option for 33,333 shares of Common Stock exercisable
in three equal installments of 11,111 shares on or after December 14 of
the years 1999, 2000 and 2001, and (ii) a non-qualified stock option for
the number of shares of Common Stock described in (2), (3) and (4) below,
exercisable on or after December 14 of the years 1999, 2000 and 2001.
(2) Includes non-qualified stock options granted on December 14, 1998 for
225,417 shares of Common Stock exercisable in three equal installments of
75,139 shares. Includes a 1997 grant of (i) incentive stock options for
6,666 shares of Common Stock exercisable on or after October 16, 1998 and
(ii) non-qualified stock options for 510,834 shares (13,332 of which were
originally granted as incentive stock options) of Common Stock of which
165,834 shares are exercisable on or after October 16, 1998 and 172,500
shares each are exercisable on or after October 16, 1999 and 2000.
(3) Includes non-qualified stock options granted on December 14, 1998 for
1,167 shares of Common Stock exercisable in three equal installments of
389 shares. Includes non-qualified stock options granted on March 25,
1998 for 40,000 shares (19,998 of which were originally granted as
incentive stock options) of Common Stock exercisable in installments of
13,333 shares on or after March 25, 1999 and 2000 and 13,334 shares on or
after March 25, 2001.
(4) Includes non-qualified stock options granted on December 14, 1998 for
1,167 shares of Common Stock exercisable in three equal installments of
389 shares. Includes a 1997 grant of (i) incentive stock options for
6,666 shares of Common Stock exercisable on or after October 16, 1998 and
(ii) non-qualified stock options for 62,334 shares (13,332 of which were
originally granted as incentive stock options) of Common Stock of which
16,334 shares are exercisable on or after October 16, 1998 and 23,000
shares each are exercisable on or after October 16, 1999 and 2000.
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<PAGE>
(5) Includes non-qualified stock options granted on March 25, 1998 for 34,500
shares of Common Stock exercisable in three equal installments of 11,500
shares on or after March 25, 1999, 2000 and 2001. Includes a 1997 grant
of (i) incentive stock options for 19,998 shares of Common Stock
exercisable in three equal installments of 6,666 shares on or after
October 16, 1998, 1999 and 2000, and (ii) non-qualified stock options for
14,502 shares of Common Stock exercisable in three equal installments of
4,834 shares on or after October 16, 1998, 1999 and 2000.
(6) Mr. Occelli is no longer affiliated with the Company. His employment with
the Manager ended on February 1, 1999.
Stock Option Plan
The Company adopted on October 16, 1997, and its then sole stockholder
approved, the Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock
Option Plan (as amended to date, the "Plan") under which the Compensation
Committee of the Board or the Board (the "Committee") is authorized to grant
options to purchase shares of Common Stock ("Options"). The maximum aggregate
number of shares of Common Stock that may be issued pursuant to the exercise
of Options granted during the term of the Plan is 7,500,000. As of December
31, 1998, the Company had granted Options for 3,024,250 shares of Common Stock
at a price of $15.00 per share and 849,000 shares of Common Stock at a price
of $9.00 per share. These grants include 1,691,250 shares to the Manager and
2,182,000 shares primarily to executive officers and Directors of the Company.
In general, one third of each of the Options is exercisable on each of the
first three anniversaries of the date of grant, and any Options that have not
been exercised within 10 years of the date of grant will automatically expire.
In the event of a change-in-control of the Company or the Manager, as defined
in the Plan, all Options become fully exercisable.
Eligibility and Awards
All employees (including officers), Directors and others providing services
to the Company, as well as the Manager and employees (including officers) and
directors of the Manager (collectively, the "Eligible Recipients"), are
eligible to receive Options at the discretion of the Committee. The Committee
is authorized to determine which Eligible Recipients shall receive Options,
and the terms and conditions on which Options shall be granted, but not less
than 30% of the total number of shares of Common Stock subject to Options
granted as of any date shall have been granted to employees of the Manager
(the "Manager Reserve"), and at least one-third of such Manager Reserve shall
have been granted to the President of the Manager. Options granted pursuant to
the Plan may be either non-qualified stock options or incentive stock options.
Options granted pursuant to the Plan generally are not transferable except
that, to the extent permitted by the Committee, a grantee may transfer Options
to members of his immediate family (including spouse, parents, children and
siblings) and the Manager may transfer its Options to any other Eligible
Recipient. Grants of Options under the Plan to persons or entities other than
executive officers and directors of the Company may result in a charge against
the Company's earnings for financial reporting purposes under Generally
Accepted Accounting Principles ("GAAP"). Any such charge to earnings will be
recognized in the appropriate period.
Exercise Price and Exercisability
The exercise prices of all Options are and shall be not less than 100% of
the fair market value of the Common Stock subject to the Options on the date
of grant. Options generally become exercisable not earlier than one year
following the date of the award or as otherwise determined by the Committee at
the time of the award. The exercise price of an Option may be paid by any one
or more of the following: (i) cash or its equivalent, (ii) shares of Common
Stock, (iii) cancellation of any indebtedness owed by the Company, (iv) a
full-recourse promissory note, if approved by the Committee, (v) a "cashless"
exercise pursuant to a sale through a broker of all or a portion of the shares
covered by the Option or (vi) by making payment with shares of Common Stock
simultaneously acquired on exercise of the Option pursuant to procedures
approved by the Committee.
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<PAGE>
Termination of Employment
If an Eligible Recipient's affiliation with the Company is terminated for
cause, all of such Eligible Recipient's unexercised Options will terminate
immediately upon such termination. If an Eligible Recipient terminates his
affiliation with the Company voluntarily, all of such Eligible Recipient's
unexercised Options will terminate thirty days after the date of such
termination. Except as otherwise determined by the Committee, if an Eligible
Recipient has a termination of affiliation because of death or permanent
disability or for any other reason (other than a voluntary termination or a
termination for cause), all of such Eligible Recipient's unexercised Options
may be exercised by the Eligible Recipient or his beneficiary or legal
representative, to the extent such Options are or become exercisable in
accordance with their terms, for up to one year after the later of (i) the
date of such Eligible Recipient's termination of affiliation or (ii) the date
the Options first become exercisable, but in no event later than the
expiration of the Option term.
Amendment and Termination
The Board generally may amend the Plan at any time, except that approval by
the Company's stockholders will be required for any amendment that increases
the aggregate number of shares of Common Stock that may be issued pursuant to
the Plan, that materially changes the class of persons eligible to receive
such Options, that extends the maximum Option term, that decreases the
exercise price of any Option to less than the fair market value of the Common
Stock on the date of grant or that materially increases the benefits accruing
to the participants under the Plan. Shares of Common Stock subject to Options
that expire, are terminated or otherwise are surrendered to the Company will
be available for issuance in connection with future awards under the Plan. No
Option term may exceed ten years from the date of grant, and no Option grant
may be made under the Plan after the tenth anniversary of the date the Plan
was adopted by the Board. In 1998, the Board amended the Plan to provide for
accelerated exercisability in the event of a change-in-control of the Company
or the Manager and to make certain technical amendments.
Option Grants
The following table sets forth Options granted during 1998 to the executive
officers receiving such grants under the Company's 1997 Stock Option Plan, as
amended. The Plan does not provide for stock appreciation rights.
Option Grants in Fiscal Year Ended December 31, 1998
<TABLE>
<CAPTION>
Individual Grants of Stock Options
----------------------------------------------------------------
Number of Percentage of
Shares Options Exercise Grant Date
Underlying Granted to Price Expiration Present Value
Name Options Granted Employees(1) ($/Share) Date ($)(2)
- ---- --------------- ------------- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Mark S. Karlan.......... 258,750 45.7% $ 9.00 12/14/08 $188,888
Michael Meltzer......... 74,500 13.2% (3) (3) $ 73,585
Norbert M. Seifert...... 34,500 6.1% $ 9.00 12/14/08 $ 25,185
Daniel J. Occelli(4).... 34,500 6.1% $15.00 3/25/08 $ 41,745
</TABLE>
- --------
(1) The percentage reflected relates to all Options granted to employees of
the Manager who are either officers of the Company or whose time is
devoted substantially to the Company. There were a total of 914,500
Options granted during 1998, a total of 90,000 of which were granted to
Independent Directors and a total of 258,750 of which were granted to
Messrs. Snavely and Villani, each a Director but not an officer of the
Company.
(2) The value has been calculated using the Black-Scholes option pricing model
with the following assumptions: dividend yield of 13.30%, risk-free
interest rate of 4.70%, expected life of five years and expected
volatility of 33.00%. The derived fair value of the Options granted during
1998 was approximately $0.73 per share for Options issued at $9.00 per
share and $1.21 per share for options issued at $15.00 per share.
53
<PAGE>
(3) An Option to purchase up to 40,000 shares of Common Stock at $15.00 per
share was granted to Mr. Meltzer on March 25, 1998 which expires on March
25, 2008 and an additional Option to purchase up to 34,500 shares of
Common Stock at $9.00 per share was granted to Mr. Meltzer on December 14,
1998 which expires on December 14, 2008.
(4) Mr. Occelli is no longer affiliated with the Company.
Year-End Option Values
<TABLE>
<CAPTION>
Year-End Option Values
---------------------------------------------------
Number of Shares Value of Unexercised In-
Underlying Options at the-Money Options at
Name(2) December 31, 1998 (#) December 31, 1998(1)
------- ------------------------- -------------------------
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Mark S. Karlan.............. 172,500 603,750 -- $97,031
Michael Meltzer............. none 74,500 -- 12,938
Norbert M. Seifert.......... 23,000 80,500 -- 12,938
Daniel J. Occelli(3)........ 11,500 57,500 -- --
</TABLE>
- --------
(1) The value of unexercisable, in-the-money Options is the difference between
the exercise price of the Options ($9.00) and the closing price for the
Company's Common Stock as of December 31, 1998 ($9.375).
(2) None of the executive officers exercised Options during 1998.
(3) Mr. Occelli is no longer affiliated with the Company.
Compensation of Directors
The Company pays an annual director's fee to each Independent Director of
$20,000, paid in quarterly installments. Each Independent Director also
receives a fee of $500 for each meeting of the Board of Directors or committee
thereof attended in person or by telephone by such Independent Director. In
addition, an annual fee of $2,000 is paid to any Independent Director who
serves as chair of any committee of the Board. On December 14, 1998, each
Independent Director other than Mr. Jaconi received a non-qualified option to
purchase 15,000 shares of Common Stock, and Mr. Jaconi received a non-
qualified option to purchase 45,000 shares of Common Stock, with the Company
obligated to repurchase for $30,000 a portion of Mr. Jaconi's option covering
30,000 shares if he so requests on or before December 13, 1999. Each option
generally is first exercisable in three equal installments of 5,000 shares
(except, in the case of Mr. Jaconi if he does not exercise his right to have
the Company repurchase a portion of his option as described above, 15,000
shares each) on December 14th of the years 1999, 2000 and 2001. The exercise
price of these options is $9.00 per share and they expire on December 14,
2008.
Each director who is also an employee of the Company, Imperial Credit or the
Manager, is not paid any director's fees but may receive options. Accordingly,
Messrs. Snavely, Villani and Karlan do not receive directors' fees for serving
as Directors. On December 14, 1998, Mr. Snavely, the Chairman of the Board,
was granted an option to purchase 129,375 shares of the Company's Common
Stock, Mr. Villani, the Vice Chairman of the Board, was granted an option to
purchase 129,375 shares of Common Stock and Mr. Karlan was granted an option
to purchase 258,750 shares of Common Stock. Each option generally is first
exercisable in equal annual installments on December 14th of the years 1999,
2000 and 2001. The exercise price of these options is $9.00 per share and they
expire on December 14, 2008.
All Directors are reimbursed for their costs and expenses in attending all
meetings of the Board of Directors.
54
<PAGE>
Compensation Committee Interlocks and Insider Participation
The Company's Compensation Committee consists of Messrs. Hendershott,
Munkacy and Snavely.
H. Wayne Snavely, Chairman of the Board of the Company, is also Chairman of
the Board, Chief Executive Officer and President of Imperial Credit
Industries, Inc., the company which owns 100% of the issued and outstanding
stock of the Manager. See "Certain Relationships and Related Transactions--
Other Relationships with Affiliates; Conflicts of Interest."
Report of the Compensation Committee
The Compensation Committee sets and administers the compensation policies
underlying the Company's grants of Options under the 1997 Stock Option Plan as
amended, which is the Company's arrangement for executive officer
compensation. The Committee's overall executive compensation philosophy is to
provide performance-based variable compensation which allows total
compensation to fluctuate according to the Company's earnings and the value
received by stockholders. Targeted levels of executive compensation through
Option awards, as a percentage of shares outstanding, are set at percentages
that the Committee believes to be approximately consistent with the median
practice of others in the Company's industry for the chief executive officer
and for the executive officer group. The ultimate compensation to be realized
from such awards is contingent upon the Company's performance, as reflected in
the market price of the Company's Common Stock. The Committee's executive
compensation decisions are subject to review by the Company's Board of
Directors.
The Company's grants of Options link the compensation of the chief executive
officer and other executives of the Company with corporate performance,
aligning the financial interests of its executives with those of its
stockholders. This is designed to put the Company in a competitive position to
attract and retain key executives and motivate their performance.
In evaluating competitive industry practice to determine Option awards, the
Committee considers industry survey data and studies provided by an
independent compensation consultant, Towers Perrin. Data considered by the
Committee for its Option grants at the time of the Company's initial public
offering in 1997 included Towers Perrin's review of IPO-related stock option
grants, making comparisons to the option grants of ten REITs that had recently
conducted initial public offerings, and to eleven other mortgage-based REITs.
The Towers Perrin review concluded that the grants to executives were
consistent with industry practice; the grant to the chief executive officer
was near the median of industry practice, and the grants to the other four
executives of the Company and the Manager were at or slightly below median
industry practice.
During 1998, as a result of competitive pressures in the hiring and
retention of key executives, the Committee recommended and the full Board
approved a new Option grant to twelve executives, and cancelled and re-issued
Options for five other executives (none of whom are the executive officers
included in the Executive Compensation tables) who had been hired after the
initial public offering. In making these awards, the Committee considered and
reviewed a newly prepared report of Towers Perrin, its independent
compensation consultant, which concluded that the 1998 awards were reasonable
and appropriate in light of the Company's current situation.
In considering the relevant factors as they bore on Company performance,
including the sudden and sustained erosion in stock value following the
initial public offering and fundamental and possibly long-term changes in
valuations within the mortgage REIT sector, the Committee approved a 1998
award of Options covering 258,750 shares for its chief executive officer, Mark
S. Karlan.
The Committee believes the 1998 awards are in line with the overall
compensation program and the objectives of the Committee and the Board of
Directors to put the Company's compensation of its executive officers at risk
dependent upon the company's financial performance.
Section 162(m) was added to the Internal Revenue Code as part of the Omnibus
Budget Reconciliation Act of 1993. Section 162(m) limits the deduction for
compensation paid to the chief executive officer and the other executive
officers, to the extent that compensation of a particular executive exceeds
$1,000,000, unless such compensation is performance-based. Regulations to
implement this limitation were finalized on December 20,
55
<PAGE>
1995. Based upon a review of the regulations, the Committee believes that the
compensation paid in 1998 to the Company's executive officers will be
deductible. The Committee considers the deductibility of the compensation paid
or awarded as a factor in its compensation programs and seeks guidance as
necessary with respect thereto so that the Company may continue to attract and
retain key individuals while preserving to the extent feasible the
deductibility to the Company of amounts paid as compensation.
The Committee believes that its overall executive compensation program will
be successful in providing competitive compensation appropriate to attract and
retain highly qualified executives, and also to provide an incentive for
optimal executive performance, in the interest of preserving and increasing
stockholder value.
COMPENSATION COMMITTEE
Patric H. Hendershott
Kenneth A. Munkacy
H. Wayne Snavely
56
<PAGE>
Stockholder Return Performance Presentation
The following performance graph compares total stockholders' return on the
Common Stock since October 17, 1997, the date of commencement of trading in the
Company's Common Stock, with the NASDAQ Composite Index and an index of
mortgage REITs prepared by Bloomberg ("BBG REIT Mortgage Index", Symbol:
BBREMTG). The BBG REIT Mortgage Index is comprised of infinite life mortgage
REITs having a market capitalization of $15 million or greater and 75% or more
of their respective assets invested in CMO securitizations and/or mortgage
loans. The BBG REIT Mortgage Index consists of American First Mortgage, Annaly
Mortgage Management, Inc., Anthracite Capital, Inc., Apex Mortgage Capital,
Inc., Capstead Mortgage Corporation, Chastain Capital Corporation, Clarion
Commercial Holdings, Inc., CRIIMI MAE Inc., Dynex Capital, Inc., Impac
Commercial Holdings, Inc., Impac Mortgage Holdings, Inc., Laser Mortgage
Management Inc., Redwood Trust, Inc., and Thornburg Mortgage Asset Corporation.
The Company is not included in the BBG REIT Mortgage Index but holds an assets
profile similar to the entities included in the BBG REIT Mortgage Index.
The graph assumes that the shares of the Company's Common Stock were bought
at the initial public offering price of $15.00 per share and that the value of
the investment in each of the Company's Common Stock and the indices was $100
at the beginning of the period. The graph further assumes the reinvestment of
dividends.
Please note that the stock price performance shown on the graph below is not
necessarily indicative of future price performance.
[PERFORMANCE GRAPH APPEARS HERE]
INDEXED TOTAL SHAREHOLDER RETURN
<TABLE>
<CAPTION>
Base Quarters Ended
Period ----------------------------------
Company Name/Index Oct 97 Dec 97 Mar 98 Jun 98 Sep 98 Dec 98
- ------------------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
ICCMIC................................ 100.00 97.50 100.87 89.29 68.32 68.15
BBG REIT Mortgage Index............... 100.00 81.81 83.60 88.18 72.68 66.51
NASDAQ Composite Index................ 100.00 91.80 107.42 110.99 99.33 128.70
</TABLE>
57
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Company's Common Stock as of April 1,
1999 by (1) each person known to the Company to beneficially own more than
five percent of the Company's Common Stock, (2) each Director, (3) the
Company's executive officers, and (4) all Directors and executive officers as
a group. Unless otherwise indicated in the footnotes to the table, the
beneficial owners named have, to the knowledge of the Company, sole voting and
investment power with respect to the shares beneficially owned, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
Percentage of
Shares
Number of Shares Beneficially
Name of Beneficial Owner Beneficially Owned Owned(1)
------------------------ ------------------ -------------
<S> <C> <C>
Imperial Credit Industries, Inc.(2)......... 3,633,750 12.50%
Merrill Lynch Asset Management(3)........... 3,265,897 11.46%
H. Wayne Snavely(4)......................... 229,619 *
Kevin E. Villani(4)......................... 162,934 *
Mark S. Karlan(5)........................... 202,500 *
Patric H. Hendershott(6).................... 10,000 *
Joseph A. Jaconi, Jr.(6).................... 25,000 *
Louis H. Masotti(6)......................... 11,000 *
Kenneth A. Munkacy(6)....................... 13,600 *
Michael Meltzer(7).......................... 15,783 *
Norbert M. Seifert(8)....................... 80,000 *
Daniel J. Occelli(9)........................ 13,000 *
All directors and executive officers as
a group (10 persons)....................... 763,436 2.64%
</TABLE>
- --------
*less than 1%
(1) Based on 28,500,000 shares of Common Stock issued and outstanding, as of
April 30, 1999.
(2) Imperial Credit Industries, Inc.'s address is 23550 Hawthorne Blvd., Bldg.
#1, Suite 240, Torrance, CA 90505. Includes 563,750 shares that may be
acquired by the Manager, a wholly-owned subsidiary of Imperial Credit,
upon exercise of stock options currently exercisable.
(3) According to a Schedule 13G, dated February 4, 1999, Merrill Lynch & Co.,
Inc. ("ML"), on behalf of Merrill Lynch Asset Management Group ("MLAM"),
has shared voting and dispositive power over such shares but disclaims
beneficial ownership pursuant to Section 13d-4 of the Exchange Act of
1934. Merrill Lynch Global Allocation Fund, Inc. ("MLG") has shared voting
and dispositive power and beneficial ownership with respect to 3,042,500
of such shares. The address of ML on behalf of MLAM is World Financial
Center, North Tower, 250 Vesey Street, New York, NY, 10381. The address of
MLG is 800 Scudders Mill Road, Plainsboro, NJ 08536.
(4) Includes 86,250 shares that may be acquired upon exercise of stock options
currently exercisable.
(5) Includes 172,500 shares that may be acquired upon exercise of stock
options currently exercisable.
(6) Includes 10,000 shares that may be acquired upon exercise of stock options
currently exercisable.
(7) Includes 850 shares held by Mr. Meltzer's spouse for which he disclaims
beneficial ownership. Includes 13,333 shares that may be acquired upon
exercise of stock options currently exercisable.
(8) Includes 43,000 shares held jointly by Mr. Seifert and his spouse, 5,800
shares held in the name of their children, for which the parents have
voting and investment power, and 8,200 shares held by Mr. Seifert
individually. Includes 23,000 shares that may be acquired upon exercise of
stock options currently exercisable.
(9) Includes 11,500 shares that may be acquired upon exercise of stock options
currently exercisable. Mr. Occelli is no longer affiliated with the
Company.
58
<PAGE>
Item 13. Certain Relationships and Related Transactions
Relationships with the Manager
General
The Manager was incorporated on August 12, 1997. Prior to October 22, 1997,
the Manager had no prior experience in managing or operating a REIT. The
executive officers of the Manager collectively had significant experience in
purchasing, financing, servicing and investing in mortgage loans, real estate
and mortgage securities; however, prior to joining the Company they had not
previously managed a REIT. The Manager is a wholly-owned subsidiary of
Imperial Credit.
ICCMIC selected an outside advisor and in particular an advisor associated
with Imperial Credit in order to efficiently and economically coordinate,
assist and manage the duties and responsibilities of the Company. The Company
believes that the Manager is well suited to (i) advise the Company with
respect to contract negotiations and asset acquisitions, (ii) perform
asset/liability modeling and management, (iii) obtain market information and
(iv) manage servicing systems and management information systems. In addition,
the Company believes that the Manager is better equipped than the Company to
manage human resources and facilities because the Manager and Imperial Credit
have substantial experience in these areas.
The address of the Company and the Manager is 11601 Wilshire Boulevard,
Suite 2080, Los Angeles, California 90025-1756, telephone (310) 231-1280.
Directors and Executive Officers of the Manager
The executive officers and directors of the Manager are as follows:
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<C> <C> <S>
H. Wayne Snavely 57 Chairman of the Board of Directors
Kevin E. Villani 51 Vice Chairman of the Board of Directors
Mark S. Karlan 40 President and Chief Executive Officer, Director
Michael Meltzer 52 Chief Financial Officer and Treasurer
Norbert M. Seifert 43 General Counsel, Senior Vice President and Secretary
</TABLE>
Each of these persons also serves as a director and/or executive officer of
the Company.
For biographical information, see Item 10, "Directors and Executive Officers
of the Registrant."
Management Agreement
ICCMIC entered into a Management Agreement, effective on October 22, 1997,
the closing date of the Company's initial public offering (the "Closing
Date"), with the Manager for an initial term expiring on the second
anniversary of the Closing Date. Thereafter, successive extensions, each for a
period of one year, may be made by agreement between ICCMIC and the Manager,
subject to the affirmative vote of a majority of the Independent Directors.
ICCMIC may terminate, or decline to renew, the Management Agreement without
cause at any time after the initial two year term upon 60 days written notice
by a majority vote of the Independent Directors. In that event, ICCMIC is to
pay the Manager a termination fee to be determined by independent appraisal.
Such appraisal is to be conducted by a nationally-recognized appraisal firm
mutually agreed upon by ICCMIC and the Manager. If ICCMIC and the Manager are
unable to agree upon an appraisal firm, then each of ICCMIC and the Manager is
to choose an independent appraisal firm to conduct an appraisal. In such
event, (i) if the appraisals prepared by the two appraisers so selected are
the same or differ by an amount that does not exceed 20% of the higher of the
two appraisals, the termination fee is to be deemed to be the average of the
appraisals as prepared by each party's chosen appraiser, and (ii) if these two
appraisals differ by more than 20% of such higher amount, the two appraisers
together are to select a third appraisal firm to conduct an appraisal. If the
two appraisers are unable to agree as to the identity of such third appraiser,
either of the Manager or ICCMIC may request that the American Arbitration
Association ("AAA") select the third appraiser. The termination fee then is to
be the amount determined by such third appraiser, but in no event less than
the lower of the two initial appraisals or more than the higher of such two
initial appraisals.
59
<PAGE>
In addition, ICCMIC has the right at any time during the term of the
Management Agreement to terminate the Management Agreement without the payment
of any termination fee upon, among other things, a material breach by the
Manager of any provision contained in the Management Agreement that remains
uncured at the end of the applicable cure period (including the failure of the
Manager to use reasonable efforts to comply with the Guidelines).
The Management Agreement was negotiated in conjunction with the Company's
initial public offering among representatives of the underwriter, the Company
and Imperial Credit and their legal representatives, and was approved by the
Independent Directors. The Company's Bylaws provide that the Independent
Directors shall determine at least annually that the compensation paid to the
Manager is reasonable in relation to the nature and quality of the services
performed by the Manager. The criteria used by the Independent Directors in
determining the reasonableness of the Management Agreement as well as the
annual compensation paid to the Manager include comparison of the terms of the
Management Agreement with other similar advisory relationships in the
marketplace and determination that the annual management fee is consistent
with the range of management fees paid by other externally managed mortgage
REITs.
Pursuant to the provisions of the Management Agreement, the Manager at all
times has been, is and will be subject to the supervision of the Board and has
and will have only such functions and authority as the Company delegates to
it. The Manager advises the Board as to the activities and operations of the
Company. The Manager is responsible for the day-to-day operations of the
Company pursuant to the authority granted to it by the Board under the
Management Agreement, and the Manager performs (or causes to be performed)
such services and activities relating to the assets and operations of the
Company as is directed by the Board or as the Manager otherwise considers
appropriate, including:
(i) serving as the Company's consultant with respect to formulation of
investment criteria and preparation of policy Guidelines by the Board;
(ii) advising and representing the Company in connection with the
acquisition and commitment to acquire assets, the sale and commitment to sell
assets, and the maintenance and administration of its portfolio of assets;
(iii) advising the Company regarding, and arranging for, (a) the issuance of
CMOs collateralized by the Company's Mortgage Loans, (b) reverse repurchase
agreements on the Company's CMBS Interests, and (c) other borrowings, as
appropriate;
(iv) furnishing reports and statistical and economic research to the Company
regarding the Company's activities and the services performed for the Company
by the Manager;
(v) monitoring and providing to the Board of Directors on an ongoing basis
price information and other data obtained from dealers that maintain markets
in assets identified by the Board of Directors from time to time, and
providing data and advice to the Board of Directors in connection with the
identification of such dealers;
(vi) providing executive and administrative personnel, administering office
space and office services required in rendering services to the Company;
administering the day-to-day operations of the Company; and performing and
supervising the performance of such other administrative functions necessary
in the management of the Company, including the collection of revenues and the
payment of the Company's debts and obligations and the maintenance of
appropriate data processing and computer services to perform such
administrative functions;
(vii) communicating on behalf of the Company with the holders of any equity
or debt securities of the Company as required to satisfy the reporting and
other requirements of any governmental bodies or agencies or trading markets
and to maintain effective relations with such holders;
60
<PAGE>
(viii) to the extent not otherwise subject to an agreement executed by the
Company, designating a servicer for mortgage loans sold to the Company and
arranging for the monitoring and administering of such servicers;
(ix) counseling the Company in connection with policy decisions to be made
by the Board of Directors;
(x) engaging in hedging activities on behalf of the Company which are
consistent with the Company's status as a REIT and with the Guidelines;
(xi) upon request by the Board of Directors and in accordance with the
Guidelines, investing or reinvesting any money of the Company;
(xii) counseling the Company regarding the maintenance of its exemption from
the Investment Company Act and monitoring compliance with the requirements for
maintaining exemption from that Act;
(xiii) counseling the Company regarding the maintenance of its status as a
REIT and monitoring compliance with the various REIT qualification tests and
other rules set out in the Code and the income tax regulations promulgated
thereunder (the "Treasury Regulations"); and
(xiv) counseling the Company as to compliance with all applicable laws,
including those that would require the Company to qualify to do business in
particular jurisdictions.
The Manager performs portfolio management services on behalf of the Company
pursuant to the Management Agreement with respect to the Company's
investments. Such services include, but are not limited to, consulting the
Company on purchase, sale and other opportunities, collection of information
and submission of reports pertaining to the Company's assets, interest rates,
and general economic conditions, periodic review and evaluation of the
performance of the Company's portfolio of assets, acting as liaison between
the Company and banking, mortgage banking, investment banking and other
parties with respect to the purchase, financing and disposition of assets, and
other customary functions related to portfolio management. The Manager may
enter into subcontracts with other parties, including Imperial Credit and its
affiliates, to provide any such services to the Company.
The Manager performs monitoring services on behalf of the Company, pursuant
to the Management Agreement, with respect to loan servicing activities
provided by third parties and with respect to the Company's special servicing
rights. Such monitoring services include, but are not limited to, the
following activities: negotiating special servicing agreements; acting as a
liaison between the servicers of the Mortgage Loans and the Company; review of
servicers' delinquency, foreclosures and other reports on Mortgage Loans;
supervising claims filed under any mortgage insurance policies; and enforcing
the obligation of any servicer to repurchase Mortgage Loans. The Manager may
enter into subcontracts with other parties, including its affiliates, to
provide any such services for the Manager.
Limits of Responsibility
Pursuant to the Management Agreement, the Manager does not assume any
responsibility other than to render the services called for thereunder and is
not responsible for any action of the Board in following or declining to
follow its advice or recommendations. The Manager, its directors and its
officers are not liable to the Company, any subsidiary of the Company, the
Independent Directors, ICCMIC's stockholders or any subsidiary's stockholders
for acts performed in accordance with and pursuant to the Management
Agreement, except by reason of acts constituting bad faith, willful
misconduct, gross negligence or reckless disregard of their duties under the
Management Agreement. The Company has agreed to indemnify the Manager, its
directors and its officers with respect to all expenses, losses, damages,
liabilities, demands, charges and claims arising from acts of the Manager not
constituting bad faith, willful misconduct, gross negligence or reckless
disregard of duties, performed in good faith in accordance with and pursuant
to the Management Agreement.
The Management Agreement does not limit or restrict the right of the Manager
or any of its officers, directors, employees or Affiliates to engage in any
business or to render services of any kind to any other person,
61
<PAGE>
including the purchase of, or rendering advice to others purchasing, assets
that meet the Company's policies and criteria, except that the Manager may not
manage or advise another REIT or other entity that invests or intends to
invest primarily in commercial and multifamily Mortgage Loans or subordinated
CMBS Interests.
Management Fees
The Manager is entitled to receive a base management fee calculated as a
percentage of the Average Invested Assets of the Company for each calendar
quarter and equal to 1% per annum of the first $1 billion of Average Invested
Assets, 0.75% of the next $250 million of Average Invested Assets, and 0.50%
of Average Invested Assets above $1.25 billion. The term "Average Invested
Assets" for any period means the average of the aggregate book value of the
assets of the Company, including the assets of all of its direct and indirect
subsidiaries, before reserves for depreciation or bad debts or other similar
noncash reserves, computed by taking the daily average of such values during
such period. The Manager did not receive any management fee for the period
prior to the initial public offering of the Company's Common Stock. The base
management fee is intended to compensate the Manager, among other things, for
its costs in providing management services to the Company. The Board of
Directors may adjust the base management fee in the future if necessary to
align the fee more closely with the costs of such services.
The Manager is entitled to receive incentive compensation for each fiscal
quarter in an amount equal to the product of (A) 25% of the dollar amount by
which (1)(a) Funds from Operations of the Company (before the incentive fee)
per share of Common Stock (based on the weighted average number of shares
outstanding) plus (b) gains (or minus losses) from debt restructuring and
sales of property per share of Common Stock (based on the weighted average
number of shares outstanding), exceed (2) an amount equal to (a) the weighted
average of the price per share at the initial public offering and the prices
per share at any secondary offerings by the Company multiplied by (b) the Ten-
Year U.S. Treasury Rate plus four percent per annum multiplied by (B) the
weighted average number of shares of Common Stock outstanding during such
quarter. "Funds From Operations" as defined by NAREIT and as used in the
calculation of the compensation that the Company is to pay to the Manager
means net earnings (computed in accordance with GAAP) excluding gains (or
losses) from debt restructuring and sales of property, plus depreciation and
amortization on real estate assets, and after adjustments for unconsolidated
partnerships and joint ventures. Funds from Operations does not represent cash
generated from operating activities in accordance with GAAP and should not be
considered as an alternative to net earnings as an indication of the Company's
performance or to cash flows as a measure of liquidity or ability to make
distributions. As used in calculating the Manager's compensation, the term
"Ten Year U.S. Treasury Rate" means the arithmetic average of the weekly
average yield to maturity for actively traded current coupon U.S. Treasury
fixed interest rate securities (adjusted to constant maturities of ten years)
published by the Federal Reserve Board during a quarter, or, if such rate is
not published by the Federal Reserve Board, any Federal Reserve Bank or agency
or department of the federal government selected by the Company. If the
Company determines in good faith that the Ten Year U.S. Treasury Rate cannot
be calculated as provided above, then the rate shall be the arithmetic average
of the per annum average yields to maturities, based upon closing asked prices
on each business day during a quarter, for each actively traded marketable
U.S. Treasury fixed interest rate security with a final maturity date not less
than eight nor more than twelve years from the date of the closing asked
prices as chosen and quoted for each business day in each such quarter in New
York City by at least three recognized dealers in U.S. government securities
selected by the Company.
The ability of the Company to generate Funds from Operations in excess of
the Ten Year U.S. Treasury Rate, and of the Manager to earn the incentive
compensation described in the preceding paragraph, is dependent upon the level
and volatility of interest rates, the Company's ability to react to changes in
interest rates and to utilize successfully the operating strategies described
herein, and other factors, many of which are not within the Company's or the
Manager's control.
The Manager is expected to use the proceeds from its base management fee and
incentive compensation in part to pay compensation to its officers and
employees who, notwithstanding that certain of them also are officers of the
Company, will receive no cash compensation directly from the Company.
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<PAGE>
Costs and Expenses
The Company does not now employ, and does not expect to employ, full-time
salaried personnel. Instead, it relies on the facilities, personnel and
resources of the Manager to conduct its operations. The Manager is reimbursed
for (or charges the Company directly for) the Manager's costs and expenses in
employing third-parties to perform due diligence tasks on assets purchased or
considered for purchase by the Company. Expense reimbursement is made
quarterly.
The management fees are payable in arrears. The Manager's base and incentive
fees and reimbursable costs and expenses are calculated by the Manager within
45 days after the end of each quarter, and such calculation is promptly
delivered to the Company. The Company is obligated to pay such fees, costs and
expenses within 60 days after the end of each fiscal quarter upon the
Manager's delivery of the calculation of its fee. A base management fee of
$940 and expenses and initial public offering costs of $989 were accrued
and/or paid for the period ended December 31, 1997. A base management fee of
$6,319 was accrued and/or paid for the year ended December 31, 1998. No
incentive fees have been earned or paid to date. The following table
illustrates the management fees accrued and or paid for the year ended
December 31, 1998 and the period ended December 31, 1997:
<TABLE>
<CAPTION>
Base Incentive Total
management fee management fee management fee
-------------- -------------- --------------
<S> <C> <C> <C>
Period ended December 31,
1997....................... $ 940 -- $ 940
Year ended December 31,
1998....................... $6,319 -- $6,319
</TABLE>
Certain Relationships; Conflicts of Interest
Imperial Credit and its affiliates, including SPB, expect to continue to
originate Mortgage Loans and CMBS Interests. SPB has entered into an agreement
granting to the Company, as long as the Management Agreement is in effect, a
right of first offer to purchase not less than $150 million annually of
multifamily and commercial Mortgage Loans typical of those originated by SPB.
Although not contractually committed to do so, the Company intends to continue
to consider purchasing Mortgage Loans offered to it pursuant to the foregoing
right of first offer, subject to compliance with the Guidelines and
underwriting criteria as established and modified from time to time by the
Company's Independent Directors.
The Company has maintained a relationship with Imperial Credit and SPB in
which the Company has been a ready, willing and able purchaser of not only
Mortgage Loans, but other assets that may be sold from time to time by
Imperial Credit and SPB. Although no binding commitment exists on the part of
Imperial Credit, SPB or the Company regarding the sale and purchase of such
assets, the Company may be able to purchase such assets from Imperial Credit
and SPB at prices and on terms meeting the Company's investment criteria.
Imperial Credit and SPB may offer to sell assets to the Company on terms and
at prices that, in the aggregate, will be fair to both parties, subject to
compliance with the Guidelines, but there can be no assurances that Imperial
Credit and SPB will offer to sell assets to the Company on such terms and for
such prices. In deciding whether to acquire any such asset, the Manager may
consider, among other factors, whether acquisition of the asset will enhance
the Company's ability to achieve or exceed the Company's risk adjusted target
rate of return established for that period by the Company's Board, whether the
asset otherwise is well-suited for the Company and whether the Company is
financially able to take advantage of the investment opportunity. If an asset
that otherwise meets all of the Company's criteria for asset acquisition is
being offered to the Company at a price that is greater, or on terms that are
less favorable, than would be required by third parties for similar assets in
bona fide arm's length transactions, the Manager would be expected to
recommend that the Company decline to acquire that asset at the quoted price
and terms, notwithstanding the relationship among the Company, Imperial Credit
and SPB.
The Company, on the one hand, and Imperial Credit and its affiliates, on the
other, may enter into additional transactions, some of which may give rise to
conflicts of interest. Moreover, three of the members of the Board and all of
the Company's officers also are employed by the Manager or its affiliates. The
transactions between the Company, on the one hand, and Imperial Credit and its
affiliates, on the other, are and will continue to be
63
<PAGE>
governed by the Guidelines that have been approved by a majority of the
Independent Directors. The Guidelines establish general parameters for the
Company's investments, borrowings and operations, including quantitative and
qualitative limitations on the Company's assets that may be acquired. The
Guidelines assist and instruct the Manager generally, and establish
restrictions applicable to transactions with Imperial Credit and its
affiliates. The Independent Directors unanimously approved the acquisition of
the investments acquired by the Company from Imperial Credit and SPB at the
time of the Company's initial public offering. Subsequent to the acquisition
of those investments, the Manager has advised the Company to enter into
transactions with Imperial Credit and its affiliates based upon the Guidelines
approved by the Independent Directors. Such transactions are reviewed on a
quarterly basis to insure compliance with the Guidelines.
Although the Independent Directors review the Guidelines periodically and
monitor compliance with those Guidelines, in conducting this review the
Independent Directors rely and likely will continue to rely primarily on
information provided to them by the Manager. The Manager has obtained and may
obtain in the future the prices paid by unrelated third parties for similar
Mortgage Loans and CMBS Interests in arm's length purchases and sales (if
available) or brokers' opinions as to the market prices for Mortgage Loans and
CMBS Interests (if the prices paid by bona fide third parties are not
available and such price opinions are available), and appraisals for
Distressed Real Properties purchased from Imperial Credit or its affiliates,
but the Independent Directors have relied and are likely to continue to rely
substantially on information and analysis provided by the Manager to evaluate
the Company's Guidelines, compliance therewith and other matters relating to
the Company's investments. Moreover, broker price opinions and appraisals are
not always reliable indicators of the value of assets. In particular, broker
price opinions may be obtained from the underwriter or placement agent of the
CMBS, who may have an incentive to overstate the value of the CMBS. Moreover,
the market for unregistered CMBS is illiquid, and therefore accurate prices
may be difficult to estimate.
The Company has acquired assets from Imperial Credit and its affiliates, and
may continue to do so in the future. Any such acquisitions will be in
accordance with the Guidelines. The terms of a particular transaction,
however, will not be approved in advance by the Company's Independent
Directors in all cases. The Independent Directors review any such transactions
quarterly to insure compliance with the Guidelines, but in doing so they, by
necessity, rely and likely will continue to rely primarily on information and
analysis provided to them by the Manager. While it is envisioned that the
Independent Directors will review such transactions after the fact, it is
possible that the Manager might request approval in advance if a particular
transaction is perceived as exceptionally significant to the Company or as
presenting unusual risks. Management believes that the terms on which assets
have been acquired by the Company from Imperial Credit and its affiliates are
as favorable as could have been obtained from unrelated third parties.
If the Independent Directors determine in their periodic review of
transactions that a particular transaction does not comply with the
Guidelines, then the Independent Directors will consider what corrective
action, if any, can be taken. If the transaction is one with Imperial Credit
or an affiliate, and if the Independent Directors so direct, the Manager shall
use its best reasonable efforts to cause Imperial Credit or the relevant
affiliate to repurchase the asset at the purchase price paid by the Company.
Moreover, if transactions are consummated that materially deviate from the
Guidelines, then the Independent Directors have the option, under the terms of
the Management Agreement, to terminate the Manager.
The Management Agreement prohibits the Manager from managing or advising any
REIT or other entity that invests or intends to invest primarily in commercial
and multifamily Mortgage Loans or subordinated CMBS Interests, but it does not
limit or restrict the right of the Manager to engage in any business or
rendering services to REITs that compete in certain respects with the Company.
While the Manager has not provided, and is unlikely in the near future to
provide, any services to other REITs, the types of services that could be
provided would include the rendering of advice in connection with the
acquisition or commitment to acquire or sell real property, consultation
regarding formulation of investment criteria, the furnishing of reports and
research regarding such REIT's activities and other advisory services similar
to those provided to the Company.
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Imperial Credit purchased 2,970,000 shares of Common Stock on the Closing
Date at a price equal to the initial public offering price, net of any
underwriting discounts or commissions. On December 11, 1997, Imperial Credit
purchased an additional 100,000 shares of Common Stock in an open market
transaction. These purchases and the Company's subsequent repurchase of
6,000,000 shares of its Common Stock have resulted in Imperial Credit's
ownership of 10.8% of the total shares of Common Stock of the Company. The
Manager also has received stock options pursuant to the Company's Stock Option
Plan as explained below. Imperial Credit has advised the Company that Imperial
Credit is obligated to retain its shares of Common Stock of the Company for at
least two years after the Company's initial public offering as a result of a
lock-up agreement entered into by Imperial Credit and Friedman, Billings,
Ramsey & Co., Inc., the lead underwriter, but may dispose of its shares any
time thereafter. Notwithstanding the foregoing, if the Company terminates the
Management Agreement, Imperial Credit may dispose of its shares at that time.
On October 16, 1997, the Company granted a non-qualified Option for
1,691,250 shares of Common Stock to the Manager pursuant to the 1997 Stock
Option Plan. The Option is immediately vested, but generally is first
exercisable in equal installments of 563,750 on October 16, 1998, October 16,
1999 and October 16, 2000. The Option has an exercise price of $15.00 per
share and expires on October 16, 2007.
The market in which the Company acquires assets has been characterized by
rapid evolution of products and services and, thus, there may in the future be
relationships between the Company, the Manager, and affiliates of the Manager
in addition to those described herein.
Mortgage Loans and Asset-Backed Security Purchases
During 1998, the Company purchased 480 multifamily and commercial mortgage
loans from SPB for a price of approximately $194 million. The mortgage loans
acquired had an aggregate principal balance of approximately $190 million and
have original terms to maturity of not more than 360 months. Each mortgage
loan is secured by a first lien mortgage or deed of trust on multifamily,
retail, office, industrial, mobile home, mixed use (including mixed commercial
uses and mixed commercial and residential uses) or other commercial real
property. SPB performs the primary servicing of these and other SPB originated
mortgage loans on behalf of and at the direction of the Company.
Also during 1998, the Company purchased from Imperial Credit's affiliate,
Franchise Mortgage Acceptance Company ("FMAC"), 95 mortgage loans (which FMAC
had originated) substantially at par for approximately $95 million. During
1998, FMAC reacquired from the Company 42 of these mortgage loans with a
remaining principal balance of approximately $46 million pursuant to a
contractual call right created at the time of purchase and resulting in a gain
to the Company of $818,000. The Company also acquired during 1998 from FMAC
certain asset-backed securities for approximately $6 million. These securities
are backed by mortgage loans originated or acquired by FMAC.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Consolidated Financial Statements included in the Form 10-K are:
Consolidated Balance Sheets as of December 31, 1998 and 1997;
Consolidated Statements of Earnings for the year ended December 31, 1998
and the period from July 31, 1997 (Inception) through December 31,
1997;
Consolidated Statements of Changes in Stockholders' Equity and
Comprehensive Income for the year ended December 31, 1998 and the
period from July 31, 1997 (Inception) through December 31, 1997;
Consolidated Statements of Cash Flows for the year ended December 31,
1998 and the period from July 31, 1997 (Inception) through December
31, 1997; and
Notes to Consolidated Financial Statements.
All schedules have been omitted because they are either not applicable, not
required or the information required has been disclosed in the financial
statements and related notes or otherwise in the Form 10-K.
(b) Exhibits
<TABLE>
<C> <S>
3.1* Charter of the Company
3.2** Bylaws of the Company, as amended December 14, 1998
10.1+ Imperial Credit Commercial Mortgage Investment Corp. 1997 Stock
Option Plan
10.2+ Management Agreement dated October 22, 1997 between the Company and
Imperial Credit Commercial Asset Management Corp.
10.3+ Agreement for Purchase and Sale of Real Estate Loans between Southern
Pacific Bank and the Company dated as of October 1, 1997
10.4+ Agreement for Purchase of Mortgage-Backed Securities between Southern
Pacific Bank and the Company dated as of October 22, 1997
10.5+ Agreement for Purchase of Mortgage-Backed Securities between Imperial
Credit Industries, Inc. and the Company dated as of October 22, 1997
10.6++ Master Loan and Security Agreement dated as of March 30, 1998 between
ICCMIC as Borrower and Morgan Guaranty Trust Company of New York, as
Lender
23 Consent of KPMG LLP
27** Financial Data Schedule
</TABLE>
- --------
* Incorporated by reference to the Company's Form S-11 Registration No. 333-
32683
** Incorporated by reference to the Company's Form 10-K for the fiscal year
ended December 31, 1998 filed on March 31, 1999.
+ Incorporated by reference to the Company's Form 10-Q as of September 30,
1997.
++Incorporated by reference to the Company's Form 10-Q as of March 31, 1998.
(c) Reports on Form 8K
A Form 8-K was filed with the Commission on November 4, 1998 with the
Company's press release covering earnings for the period ended September 30,
1998.
A Form 8-K was filed with the Commission on December 22, 1998 with the
Company's press release covering the dividend declared during the fourth
quarter of 1998.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Imperial Credit Commercial Mortgage
Investment Corp.
Date: April 30, 1999 By /s/ Mark S. Karlan
-----------------------------------
Mark S. Karlan
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ H. Wayne Snavely Chairman of the Board of April 30, 1999
____________________________________ Directors
H. Wayne Snavely
/s/ Kevin E. Villani Vice Chairman of the Board April 30, 1999
____________________________________ of Directors
Kevin E. Villani
/s/ Mark S. Karlan President, Chief Executive April 30, 1999
____________________________________ Officer and Director
Mark S. Karlan
/s/ Michael Meltzer Chief Financial Officer April 30, 1999
____________________________________ (Principal Financial and
Michael Meltzer Accounting Officer)
Director
____________________________________
Patric H. Hendershott
/s/ Joseph A. Jaconi, Jr. Director April 30, 1999
____________________________________
Joseph A. Jaconi, Jr.
/s/ Louis H. Masotti Director April 30, 1999
____________________________________
Louis H. Masotti
/s/ Kenneth A. Munkacy Director April 30, 1999
____________________________________
Kenneth A. Munkacy
</TABLE>
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EXHIBIT 23
The Board of Directors
Imperial Credit Commercial Mortgage Investment Corp.:
We consent to incorporation by reference in the registration statement (No.
333-48727) on Form S-8 of Imperial Credit Commercial Mortgage Investment Corp.
of our report dated February 4, 1999, relating to the consolidated balance
sheets of Imperial Credit Commercial Mortgage Investment Corp. and
subsidiaries as of December 31, 1998, and 1997, and the related consolidated
statements of earnings, changes in stockholders' equity and comprehensive
income, and cash flows for the year ended December 31, 1998 and the period
from July 31, 1997 (Inception) through December 31, 1997, which report appears
in the December 31, 1998 annual report on Form 10-K/A of Imperial Credit
Commercial Mortgage Investment Corp.
KPMG LLP
Los Angeles, California
April 30, 1999
