<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
August 13, 1999
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Date of Report (Date of earliest event reported)
Imperial Credit Commercial Mortgage Investment Corp.
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(Exact name of registrant as specified in its charter)
Maryland 0-23089 95-4648345
- ---------------------------- ------------- -------------------
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) dentification 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 August 13, 1999, Imperial Credit Commercial Mortgage Investment Corp.
(the "Registrant") issued a press release reporting earnings for the quarter
ended June 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 August 13, 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: August 17, 1999
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EXHIBIT INDEX
Exhibit
No. Description
--- -------------------
99.1 Press release of the Registrant dated August 13, 1999
<PAGE>
EXHIBIT 99.1
(LOGO OF IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.)
FOR IMMEDIATE RELEASE
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
ANNOUNCES SECOND QUARTER 1999 RESULTS
LOS ANGELES, CALIFORNIA, August 13, 1999. Imperial Credit Commercial
Mortgage Investment Corp. (Nasdaq: ICMI) today reported net earnings of $9.3
million or $0.33 per share ($0.32 diluted net earnings per share) for the
quarter ended June 30, 1999 as compared to net earnings of $9.2 million or $0.27
per share for the same period last year. Per share amounts presented herein are
the same for basic and diluted share computations except for the quarter ended
June 30, 1999. Net earnings for the six months ended June 30, 1999 aggregated
$14.1 million or $0.49 per share as compared to net earnings of $17.0 million or
$0.49 per share for the same period last year. The Company's net earnings for
the quarter and six months ended June 30, 1999 were reduced by $1.5 million
($0.05 per share) and $4.6 million ($0.16 per share), respectively, for non-cash
charges to increase the Company's allowance for loan losses on mortgage loans.
Similar charges in the same periods last year were negligible.
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: 2/nd/ Quarter 2/nd/ Quarter
- ----------------- ------------- -------------
<S> <C> <C>
Net earnings $ 9,289 $9,178
Depreciation of real property 791 242
------- ------
Funds from operations ("FFO") $10,080 $9,420
======= ======
Dividends declared $ 8,550 $9,660
======= ======
Net earnings per share (diluted) $ 0.32 $ 0.27
======= ======
FFO per share $ 0.35 $ 0.27
======= ======
Dividends declared per share $ 0.30 $ 0.28
======= ======
</TABLE>
<TABLE>
<CAPTION>
1999 1998
Operating Results: 1/st/ Six Months 1/st/ Six Months
- ----------------- ---------------- ----------------
<S> <C> <C>
Net earnings $14,084 $17,026
Depreciation of real property 1,582 242
------- -------
Funds from operations ("FFO") $15,666 $17,268
======= =======
Dividends declared $17,100 $17,940
======= =======
Net earnings per share $ 0.49 $ 0.49
======= =======
FFO per share $ 0.55 $ 0.50
======= =======
Dividends declared per share $ 0.60 $ 0.52
======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
June 30, December 31,
Summary of Financial Position: 1999 1998
- ----------------------------- ---- ----
<S> <C> <C>
Cash and cash equivalents $ 48,426 $ 23,398
Repurchase agreements 68,190 -
Mortgage loans, net 420,796 556,648
Real property, net 104,282 107,663
Securities available-for-sale 54,553 57,671
Other assets 7,623 11,794
-------- --------
Total Assets $703,870 $757,174
======== ========
Dividends and other payables and accruals $ 15,436 $ 17,233
Debt 285,332 331,132
Total Stockholders' Equity 403,102 408,809
-------- --------
Total Liabilities and Stockholders' Equity $703,870 $757,174
======== ========
</TABLE>
Allowance for Loan Losses
The loan loss provision for the first six months of 1999 was generally due
to an increase in the principal amount of mortgage loans maintained on non-
accrual status. As of June 30, 1999, the Company's mortgage loan portfolio
included 1,044 loans with a principal balance of $421.3 million (before an
allowance for loan losses of $10.0 million), of which 10 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 2/nd/ Quarter 1998 2/nd/ Quarter
------------------- --------------------
Amount Yield Amount Yield
------ ----- ------ -----
<S> <C> <C> <C> <C>
Interest Income:
Mortgage loans $10,486 8.43% $ 9,340 8.41%
Securities 1,494 10.57 1,611 10.81
Interest bearing accounts* 531 4.36 67 4.68
------- -------
Total 12,511 8.31 11,018 8.65
Mortgage loans - non-recurring income 4,451 818
------- -------
Total Interest Income 16,962 11,836
Less interest expense** 3,826 6.36 843 6.92
------- -------
Net Interest Income $13,136 $10,993
======= =======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1999 1/st/ Six Months 1998 1/st/ Six Months
--------------------- ---------------------
Amount Yield Amount Yield
------ ----- ------ -----
<S> <C> <C> <C> <C>
Interest Income:
Mortgage loans $22,319 8.57% $15,313 8.54%
Securities 3,051 10.74 3,065 10.72
Interest bearing accounts* 893 4.48 2,186 5.52
------- -------
Total 26,263 8.50 20,564 8.31
Mortgage loans - non-recurring income 4,730 818
------- -------
Total Interest Income 30,993 21,382
Less interest expense** 8,086 5.88 843 6.92
------- -------
Net Interest Income $22,907 $20,539
======= =======
</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 2/nd/ Quarter 1998 2/nd/ Quarter
------------------ ------------------
Amount Yield Amount Yield
------ ----- ------ -----
<S> <C> <C> <C> <C>
Real Property Income:
Rental income $3,451 $993
Less operating expenses 834 214
------ ----
Rental income after operating expenses 2,617 9.68% 779 10.14%
Less interest expense 827 7.06 191 7.31
------ ----
Real property FFO 1,790 588
Less depreciation 791 242
------ ----
Real property income $ 999 $346
====== ====
</TABLE>
<TABLE>
<CAPTION>
1999 1/st/ Six Months 1998 1/st/ Six Months
--------------------- ---------------------
Amount Yield Amount Yield
------ ----- ------ -----
<S> <C> <C> <C> <C>
Real Property Income:
Rental income $6,994 $993
Less operating expenses 1,601 214
------ ----
Rental income after operating expenses 5,393 9.91% 779 10.14%
Less interest expense 1,667 7.08 191 7.31
------ ----
Real property FFO 3,726 588
Less depreciation 1,582 242
------ ----
Real property income $2,144 $346
====== ====
</TABLE>
<PAGE>
Set forth below are the Company's consolidated balance sheets as of June
30, 1999 and December 31, 1998 and consolidated statements of earnings for the
three and six months ended June 30, 1999 and 1998. Amounts are expressed in
thousands, except for share data.
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
Consolidated Balance Sheets
<TABLE>
<CAPTION> June 30, December 31,
1999 1998
------ ------
Assets
<S> <C> <C>
Cash and interest bearing deposits $ 48,426 $ 23,398
Repurchase agreements 68,190 -
Mortgage loans collateralizing debt obligations, net of
allowance for loan losses of $4,833 286,407 -
Mortgage loans, net of allowance for loan losses of $5,117
and $8,027, respectively 134,389 556,648
Real property, net of accumulated depreciation 104,282 107,663
Securities available-for-sale, at estimated fair value 54,553 57,671
Accrued interest receivable 3,245 6,410
Other assets 4,378 5,384
-------- --------
Total Assets $703,870 $757,174
======== ========
Liabilities
Dividends payable $ 8,550 $ 9,405
Accrued expenses, payables and other liabilities 6,886 7,828
Borrowings under collateralized mortgage obligations 238,559 -
Borrowings under secured warehouse facility - 279,000
Borrowings under secured bank loan - 3,557
Mortgage loans secured by real property 46,773 48,575
-------- --------
Total Liabilities 300,768 348,365
-------- --------
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) (2,470) 221
Distributions in excess of earnings (20,046) (17,030)
-------- --------
Total Stockholders' Equity 403,102 408,809
-------- --------
Total Liabilities and Stockholders' Equity $703,870 $757,174
======== ========
</TABLE>
<PAGE>
IMPERIAL CREDIT COMMERCIAL MORTGAGE INVESTMENT CORP.
Consolidated Statements of Earnings
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income
Mortgage loans $14,937 $10,158 $27,049 $16,131
Securities available-for-sale 1,494 1,611 3,051 3,065
Repurchase agreements and interest bearing deposits 531 67 893 2,186
------- ------- ------- -------
Total Interest Income 16,962 11,836 30,993 21,382
Real Property Rental Income 3,451 993 6,994 993
------- ------- ------- -------
Total Income 20,413 12,829 37,987 22,375
------- ------- ------- -------
Operating Expenses
Management fees 2,049 1,365 3,916 2,565
Interest expense 4,653 1,034 9,753 1,034
Provision for loan losses 1,533 100 4,633 100
Depreciation of real property 791 242 1,582 242
Real property operating expenses 834 214 1,601 214
Due diligence expenses 993 374 1,745 524
Other 271 322 673 670
------- ------- ------- -------
Total Operating Expenses 11,124 3,651 23,903 5,349
------- ------- ------- -------
Net Earnings 9,289 9,178 14,084 17,026
Dividends 8,550 9,660 17,100 17,940
------- ------- ------- -------
Net earnings in excess of accrued dividends
(Accrued dividends in excess of net earnings) $ 739 $ (482) $(3,016) $ (914)
======= ======= ======= =======
Earnings per share
Basic $ 0.33 $ 0.27 $ 0.49 $ 0.49
Diluted $ 0.32 $ 0.27 $ 0.49 $ 0.49
Weighted average common shares outstanding
Basic 28,500,000 34,500,000 28,500,000 34,500,000
Diluted 28,586,333 34,500,000 28,559,439 34,535,084
</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 is managed by Imperial Credit Commercial Asset
Management Corp., a wholly-owned subsidiary of Imperial Credit Industries, Inc.
(Nasdaq: ICII).
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
<PAGE>
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, and other filings made by the Company with the SEC.
For further information, please contact Michael Meltzer, Chief Financial
Officer, at (310) 231-5906 or Karen Montandon, Investor Relations, at (310) 791-
8022.
