<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 16, 1999
------------------------------------------------
Date of Report (Date of earliest event reported)
Imperial Credit Commercial Mortgage Investment Corp.
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(Exact name of registrant as specified in its charter)
Maryland 0-23089 95-4648345
- --------------------------- ------------ -------------------
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11601 Wilshire Blvd., Suite 2080, Los Angeles, CA 90025
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(Address of principal executive offices) (Zip Code)
(310) 231-1280
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(Registrant's telephone number)
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Item 5. Other Events.
On November 16, 1999, Imperial Credit Commercial Mortgage Investment Corp.
(the "Registrant") issued a press release reporting earnings for the quarter
ended September 30, 1999. A copy of the press release is attached as Exhibit
99.1 to this Form 8-K and is incorporated herein by reference.
Item 7. Exhibit
Exhibit 99.1 Press release of the Registrant, dated November 16, 1999
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
By: /s/ MICHAEL MELTZER
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Michael Meltzer, Chief Financial Officer and Treasurer
Dated: November 17, 1999
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EXHIBIT INDEX
Exhibit
No. Description
--- -------------------
99.1 Press release of the Registrant dated November 16, 1999
<PAGE>
EXHIBIT 99.1
(LOGO OF IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.)
FOR IMMEDIATE RELEASE
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
ANNOUNCES THIRD QUARTER 1999 RESULTS
LOS ANGELES, CALIFORNIA, November 16, 1999. Imperial Credit Commercial
Mortgage Investment Corp. (Nasdaq: ICMI) today reported net earnings of $5.4
million or $0.19 per share for the quarter ended September 30, 1999 as compared
to net earnings of $2.2 million or $0.07 per share for the same period last
year. Per share amounts presented herein are the same for basic and diluted
share computations. Net earnings for the nine months ended September 30, 1999
aggregated $19.5 million or $0.68 per share as compared to net earnings of $19.2
million or $0.57 per share for the same period last year.
The Company's operating results, funds from operations and financial
position are summarized as follows (dollars in thousands, except per share
data):
<TABLE>
<CAPTION>
1999 1998
Operating Results: Third Quarter Third Quarter
- ------------------ ------------- -------------
<S> <C> <C>
Net earnings $5,411 $2,178
Depreciation of real property 790 720
------ ------
Funds from operations ("FFO") $6,201 $2,898
====== ======
Dividends declared $6,270 $9,603
====== ======
Net earnings per share $ 0.19 $ 0.07
====== ======
FFO per share $ 0.22 $ 0.09
====== ======
Dividends declared per share $ 0.22 $ 0.33
====== ======
</TABLE>
<TABLE>
<CAPTION>
1999 1998
Operating Results: First Nine Months First Nine Months
- ------------------ ----------------- -----------------
<S> <C> <C>
Net earnings $19,495 $19,204
Depreciation of real property 2,372 962
------- -------
Funds from operations ("FFO") $21,867 $20,166
======= =======
Dividends declared $23,370 $27,543
======= =======
Net earnings per share $ 0.68 $ 0.57
======= =======
FFO per share $ 0.77 $ 0.59
======= =======
Dividends declared per share $ 0.82 $ 0.85
======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
September 30, December 31,
Summary of Financial Position: 1999 1998
- ----------------------------- ---- ----
<S> <C> <C>
Cash and cash equivalents $ 62,125 $ 23,398
Repurchase agreements 67,479 -
Mortgage loans, net 392,349 556,648
Real property, net 104,450 107,663
Securities available-for-sale 54,539 57,671
Other assets 6,798 11,794
-------- --------
Total Assets $687,740 $757,174
======== ========
Dividends and other payables and $ 12,777 $ 17,233
accruals
Debt 272,493 331,132
Total Stockholders' Equity 402,470 408,809
-------- --------
Total Liabilities and $687,740 $757,174
Stockholders' Equity ======== ========
</TABLE>
Allowance for Loan Losses
The loan loss provision for the first nine months of 1999 was generally due
to an increase in the principal amount of mortgage loans maintained on non-
accrual status. As of September 30, 1999, the Company's mortgage loan portfolio
included 951 loans with a principal balance of $393.8 million (before an
allowance for loan losses of $10.0 million), of which 12 loans with a principal
balance of $14.7 million were over 90 days past due, maintained on non-accrual
status and considered impaired loans. As of December 31, 1998, the Company's
mortgage loan portfolio included 1,343 loans with a principal balance of $552.9
million (before an allowance for loan losses of $8.0 million), of which 38 loans
with a principal balance of $5.7 million were over 90 days past due, maintained
on non-accrual status and considered impaired loans.
Net Interest Income
The table presented below sets forth the components of the Company's net
interest income (in thousands of dollars) and yields (expressed as a percentage
per annum) for the relevant periods. The yield computations are based on
average investment balances for interest income and average debt outstanding for
interest expense.
<TABLE>
<CAPTION>
1999 Third Quarter 1998 Third Quarter
------------------ ------------------
Amount Yield Amount Yield
------ ----- ------ -----
<S> <C> <C> <C> <C>
Interest Income:
Mortgage loans $ 8,527 8.22% $12,223 8.81%
Securities 1,621 11.54 1,566 10.73
Interest bearing accounts* 1,525 5.01 98 4.74
------- ------- -------
Total 11,673 7.88 13,887 8.93
Mortgage loans - non-recurring
income - -
------- -------
Total Interest Income 11,673 13,887
Less interest expense** 3,812 6.67 3,620 6.78
Net Interest Income ------- -------
$ 7,861 $10,267
======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1999 Nine Months 1998 Nine Months
------------------ ------------------
Amount Yield Amount Yield
------ ----- ------ -----
<S> <C> <C> <C> <C>
Interest Income:
Mortgage loans $30,846 8.47% $27,536 8.65%
Securities 4,672 11.01 4,631 10.72
Interest bearing accounts* 2,418 4.80 2,284 5.49
------- -------
Total 37,936 8.30 34,451 8.55
Mortgage loans - non-recurring
income 4,730 818
------- --------
Total Interest Income 42,666 35,269
Less interest expense** 11,898 6.11 4,463 7.06
------- -------
Net Interest Income $30,768 $30,806
======= =======
</TABLE>
* Includes repurchase agreements.
** Excludes interest expense attributable to real property.
Real Property
The table presented below sets forth the Company's real property
operating results (in thousands of dollars) and yields (expressed as a
percentage per annum) for the relevant periods. The yields are based on the
average amount of real property assets for rental income after operating
expenses and average debt outstanding for interest expense.
<TABLE>
<CAPTION>
1999 Third Quarter 1998 Third Quarter
------------------ ------------------
Amount Yield Amount Yield
------ ----- ------ -----
<S> <C> <C> <C> <C>
Real Property Income:
Rental income $3,485 $3,274
Less operating expenses 783 800
------ ------
Rental income after operating
expenses 2,702 10.03% 2,474 9.63%
Less real property interest
expense 773 6.60 821 6.79
------ ------
Real property FFO 1,929 1,653
Less depreciation 790 720
------ ------
Real property income $1,139 $ 933
====== ======
</TABLE>
<TABLE>
<CAPTION>
1999 Nine Months 1998 Nine Months
---------------- ----------------
Amount Yield Amount Yield
------ ----- ------ -----
<S> <C> <C> <C> <C>
Real Property Income:
Rental income $10,479 $4,266
Less operating expenses 2,384 1,014
------- ------
Rental income after operating
expenses 8,095 9.94% 3,252 9.81%
Less real property interest
expense 2,440 6.92 1,012 6.95
------- ------
Real property FFO 5,655 2,240
Less depreciation 2,372 962
------- ------
Real property income $ 3,283 $1,278
======= ======
</TABLE>
<PAGE>
Set forth below are the Company's consolidated balance sheets as of
September 30, 1999 and December 31, 1998 and consolidated statements of earnings
for the three and nine months ended September 30, 1999 and 1998. Amounts are
expressed in thousands, except for share data.
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
Consolidated Balance Sheets
<TABLE>
<CAPTION> September 30, December 31,
Assets 1999 1998
------------------ -------------------
<S> <C> <C>
Cash and interest bearing deposits $ 62,125 $ 23,398
Repurchase agreements 67,479 -
Mortgage loans collateralizing debt obligations, net of
allowance for loan losses of $4,792 273,678 -
Mortgage loans, net of allowance for loan losses of $5,158 and
$8,027, respectively 118,671 556,648
Real property, net of accumulated depreciation 104,450 107,663
Securities available-for-sale, at estimated fair value 54,539 57,671
Accrued interest receivable 2,718 6,410
Other assets 4,080 5,384
-------- --------
Total Assets $687,740 $757,174
======== ========
Liabilities
Dividends payable $ 6,270 $ 9,405
Borrowings under collateralized mortgage obligations 225,420 -
Borrowings under secured warehouse facility - 279,000
Borrowings under secured bank loan - 3,557
Mortgage loans secured by real property 47,073 48,575
Accrued expenses, payables and other liabilities 6,507 7,828
-------- --------
Total Liabilities 285,270 348,365
-------- --------
Stockholders' Equity
Common stock, $.0001 par value. Authorized 500,000,000
shares, 28,500,000 shares issued and outstanding 3 3
Additional paid-in capital 425,615 425,615
Accumulated other comprehensive income (loss) (2,243) 221
Distributions in excess of earnings (20,905) (17,030)
-------- --------
Total Stockholders' Equity 402,470 408,809
-------- --------
Total Liabilities and Stockholders' Equity $687,740 $757,174
======== ========
</TABLE>
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
Consolidated Statements of Earnings
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Income
Mortgage loans $ 8,527 $ 12,223 $ 35,576 $ 28,354
Securities available-for-sale 1,621 1,566 4,672 4,631
Repurchase agreements and interest bearing
deposits 1,525 98 2,418 2,284
----------- ----------- ----------- -----------
Total Interest Income 11,673 13,887 42,666 35,269
Real property rental income 3,485 3,274 10,479 4,266
----------- ----------- ----------- -----------
Total Income 15,158 17,161 53,145 39,535
----------- ----------- ----------- -----------
Operating Expenses
Management fees 1,781 1,818 5,485 4,383
Interest expense 4,585 4,441 14,338 5,475
Provision for loan losses - 3,200 4,633 3,300
Write-down of securities available-for-sale - 3,233 - 3,233
Depreciation of real property 790 720 2,372 962
Real property operating expenses 783 800 2,384 1,014
Due diligence expenses and professional fees 1,563 343 3,520 866
Other 245 428 918 1,098
----------- ----------- ----------- -----------
Total Expenses 9,747 14,983 33,650 20,331
----------- ----------- ----------- -----------
Net Earnings 5,411 2,178 19,495 19,204
Dividends 6,270 9,603 23,370 27,543
----------- ----------- ----------- -----------
Dividends in excess of earnings $ (859) $ (7,425) $ (3,875) $ (8,339)
=========== =========== =========== ===========
Earnings per share
Basic $0.19 $0.07 $0.68 $0.57
Diluted $0.19 $0.07 $0.68 $0.57
Weighted average common shares outstanding
Basic 28,500,000 32,703,188 28,500,000 33,901,063
Diluted 28,650,220 32,703,188 28,589,699 33,924,452
</TABLE>
Imperial Credit Commercial Mortgage Investment Corp. is a publicly traded
real estate investment trust that invests primarily in multifamily and
commercial mortgage loans, real property and commercial mortgage-backed
securities. The Company has entered into a merger agreement with Imperial
Credit Industries, Inc. (Nasdaq: ICII) pursuant to which, subject to certain
conditions including stockholder approval, ICII effectively will acquire all of
<PAGE>
the outstanding shares of the Company (other than 2,570,000 shares already owned
by ICII) for a cash purchase price of approximately $11.57 per share.
Mark S. Karlan, President and Chief Executive Officer of the Company,
stated "Our liquidity has increased to almost $130 million as of September 30,
1999 and we continue to progress toward completion of the proposed merger with
ICII in early 2000."
Certain statements contained herein are "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities Act
of 1934, as amended. These forward-looking statements may be identified by
reference to a future period(s) or by the use of forward-looking terminology,
such as "may," "will," "intend," "should," "expect," "anticipate," "estimate" or
"continue" or the negatives thereof or other comparable terminology. The
Company's actual results could differ materially from those anticipated in such
forward-looking statements due to a variety of factors, including, but not
limited to, changes in national, regional or local economic environments,
competitive products and pricing, government fiscal and monetary policies,
changes in prevailing interest rates, the course of negotiations, the
fulfillment of contractual conditions, factors inherent to the valuation and
pricing of interests in commercial mortgage-backed securities, other factors
generally understood to affect the real estate acquisition, mortgage and leasing
markets and security investments, the other risks detailed in the Company's
Registration Statement on Form S-11, as amended, filed with the Securities and
Exchange Commission (the "SEC"), periodic reports on Forms 10-Q, 8-K and 10-K
and any amendments with respect thereto filed with the SEC, the Company's
preliminary proxy statement filed with the SEC with respect to the Company's
proposed merger with a subsidiary of Imperial Credit Industries, Inc., and other
filings made by the Company with the SEC.
For further information, please contact Michael Meltzer, Chief Financial
Officer, at (310) 231-5906.
