<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 19, 1998
-----------------
CRIIMI MAE Inc.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Maryland 1-10360 52-1622022
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
- --------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including are code: (301) 816-2300
---------------
N/A
- -------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>2
Item 5. Prior Events
The registrant issued press releases on October 21, 1998, October
22, 1998, November 5, 1998 and November 18, 1998. The press releases are filed
as exhibits to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following exhibits are filed as a part of this Current Report on
Form 8-K:
(c) Exhibits
99.1 Press Release issued by CRIIMI MAE Inc. on October 21, 1998.
99.2 Press Release issued by CRIIMI MAE Inc. on October 22, 1998.
99.3 Press Release issued by CRIIMI MAE Inc. on November 5, 1998.
99.4 Press Release issued by CRIIMI MAE Inc. on November 18, 1998.
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto.
CRIIMI MAE Inc.
Date: /s/ November 19, 1998 By: /s/ Cynthia O. Azzara
--------------------- ---------------------
Its: Principal Financial and
Accounting Officer
<PAGE>3
EXHIBIT INDEX
Exhibit
No. Description
- -----------------------------------------------------------------------------
*99.1 Press Release issued by CRIIMI MAE Inc. on October 21, 1998.
*99.2 Press Release issued by CRIIMI MAE Inc. on October 22, 1998.
*99.3 Press Release issued by CRIIMI MAE Inc. on November 5, 1998.
*99.4 Press Release issued by CRIIMI MAE Inc. on November 18, 1998.
- ---------------
*Filed herewith.
<PAGE>4
Contact: Susan B. Railey
for shareholders & securities brokers
(301) 468-3120
Andrew P. Blocher,
for institutional investors
(301) 231-0371
James T. Pastore FOR IMMEDIATE RELEASE
for news media
(202) 546-6451
CRIIMI MAE sues Morgan Stanley to protect its CMBS
assets; Judge in separate action restrains Citicorp from taking
CRIIMI MAE's CMBS collateral
Rockville, MD, October 21, 1998 - (NYSE:CMM) -- CRIIMI MAE Inc. yesterday filed
suit against one of its six secured creditors, Morgan Stanley & Co.
International, Inc., to retain control of more than $286.8 million face amount
of the assets in its estate, currently protected under Chapter 11
reorganization.
Separately, the U.S. Bankruptcy Court Southern District of Maryland (Greenbelt,
Maryland) issued a ruling last week restraining Citicorp Securities, Inc. from
seizing five classes of CRIIMI MAE's commercial mortgage-backed securities
(CMBS) that are collateral for CRIIMI MAE's borrowings. CRIIMI MAE had filed the
motion against Citicorp Securities last Thursday.
In yesterday's bankruptcy court suit against Morgan Stanley, CRIIMI MAE charged
that Morgan Stanley wrongly seized nine classes from two different series of
CRIIMI MAE's CMBS assets with face amounts aggregating $286.8 million that are
collateral for CRIIMI MAE's borrowings. The suit charges that Morgan Stanley's
action was in "willful violation of the automatic stay" imposed on creditors
under the bankruptcy code, causing severe damage to CRIIMI MAE, its estate and
the market for CMBS.
CRIIMI MAE's suit also charges that based on its October 16 letter, Morgan
Stanley "was planning an even more flagrant and damaging violation of the
automatic stay" - the actual liquidation of the assets in an already depressed
CMBS market.
The potential sale of these assets would have flooded the market with CMBS at a
time when increased supply would further depress CMBS values, potentially
harming CRIIMI MAE's estate and the entire CMBS market.
The suit asks the court to compel Morgan Stanley to turn over the CMBS to CRIIMI
MAE's estate. If Morgan Stanley has already sold the CMBS, the suit asks that
Morgan Stanley turn over CRIIMI MAE's equity in the assets, which CRIIMI MAE
says totals $54.5 million, far more than Morgan Stanley's incorrect calculation
of $237,127.
<PAGE>5
CRIIMI MAE's chairman, William B. Dockser explained: "CRIIMI MAE is able to
service its debt to Morgan Stanley. That is not the issue. We believe Morgan
Stanley has moved wrongly to seize CRIIMI MAE's assets. And it is using the
current temporary market turmoil to pay an absurdly low price for performing
mortgage assets that are generating as much cash flow as they did three months
ago. This is wrong - both in the context of the bankruptcy court and in the
context of fair, open markets. We moved to protect the underlying CMBS assets
for the benefit of the company's entire estate, which includes the interests of
other debtors and shareholders."
CRIIMI MAE is a self-managed, full-service commercial mortgage company involved
in the acquisition, origination, securitization and servicing of multifamily and
commercial mortgages and mortgage related assets throughout the United States.
###
<PAGE>6
Contact: Susan B. Railey
for shareholders & securities brokers
(301) 468-3120
Andrew P. Blocher,
for institutional investors
(301) 231-0371
James T. Pastore FOR IMMEDIATE RELEASE
for news media
(202) 546-6451
CRIIMI MAE sues Merrill Lynch;
Third suit in a week charging improper actions by a secured creditor links
Merrill's actions to collateral call that precipitated reorganization
filing.
Rockville, MD, October 22, 1998 - (NYSE:CMM) -- In its third lawsuit in one week
charging improper actions by a large secured creditor, CRIIMI MAE Inc. yesterday
filed suit in the U.S. Bankruptcy Court for the District of Maryland (Greenbelt,
Maryland) against Merrill Lynch Mortgage Capital Inc., demanding that Merrill
turnover $3.3 million in earnings from eight classes of CRIIMI MAE's commercial
mortgage-backed securities (CMBS) that are collateral for CRIIMI MAE's
borrowings. These eight classes of CMBS have a face amount of more than $558
million.
The suit charges that Merrill failed to turnover the CMBS earnings when the
funds were due on Thursday, October 1.
The suit also states that on or about October 2, Merrill made a collateral call
of more than $20 million related to eight classes of CRIIMI MAE's CMBS bonds
that Merrill had financed. This collateral call was the event that precipitated
CRIIMI MAE's Chapter 11 filing on October 5, 1998.
The suit says CRIIMI MAE denied it was required either to make a margin payment
or to deliver additional collateral to Merrill. CRIIMI MAE disputed Merrill's
valuation of the CMBS bonds because it believed "Merrill is substantially
oversecured." The suit adds that Merrill's interest "is adequately protected in
that the value of the bonds is significantly in excess of" the financing
provided by Merrill.
The suit asks the court to order Merrill to "turnover" the earnings plus
interest to CRIIMI MAE, and to enter a judgment against Merrill for the value of
the earnings and other remedies.
Previously, CRIIMI MAE had filed suit against Citicorp Securities, Inc. and
Morgan Stanley & Co. International, Inc., charging these two secured lenders
with wrongly seizing or planning to wrongly seize hundreds of millions of
dollars in face amount of the CMBS assets in CRIIMI MAE's estate, currently
protected under the Chapter 11 reorganization.
<PAGE>7
CRIIMI MAE is a self-managed, full-service commercial mortgage company involved
in the acquisition, origination, securitization and servicing of multifamily and
commercial mortgages and mortgage related assets throughout the United States.
Certain statements in this press release regarding CRIIMI MAE's business
constitute "forward-looking statements" under federal securities laws and are
subject to a number of risks and uncertainties. Any such forward-looking
statements should not be relied upon as predictions of future events. For a
discussion of such risks and uncertainties, which could cause actual results to
differ materially from those contained in the forward-looking statements, see
"Forward-Looking Statements" in CRIIMI MAE's Annual Report on Form 10-K for the
fiscal year ending December 31, 1997.
###
<PAGE>8
Contact: Susan B. Railey
for shareholders & securities brokers
(301) 468-3120
Andrew P. Blocher,
for institutional investors
(301) 231-0371
James T. Pastore FOR IMMEDIATE RELEASE
for news media
(202) 546-6451
CRIIMI MAE enters into servicing arrangements with Banc One
ROCKVILLE, MD, Nov. 5 1998--(NYSE:CMM)--CRIIMI MAE Inc., the commercial mortgage
company operating under Chapter 11 protection since October 5, 1998, today
announced the designation of Banc One Mortgage Capital Markets, LLC (BOMCM) as
special servicer on approximately $28 billion of CMBS representing 32 commercial
mortgage pools, subject to the consent and other procedural requirements
contained within the respective servicing agreements.
CRIIMI MAE Services Limited Partnership (CMSLP), an affiliate operating outside
of bankruptcy court purview, will continue to perform special servicing for the
32 commercial mortgage pools as sub-servicer for BOMCM. This new arrangement
maintains continuity in the ongoing asset management by CMSLP of specially
serviced loans while adding the oversight, financial capacity and depth of
BOMCM's highly rated special servicing.
CRIIMI MAE Inc. remains the owner of the subordinated CMBS for each of the 32
commercial mortgage pools and, as such, retains all rights pertaining to the
ownership of these CMBS including the right to replace the special servicer.
"We have brought in Banc One to allay rating agency concerns stemming from
CRIIMI MAE Inc.'s reorganization filing. We hope this will contribute to
investor confidence and enhance the stability of the CMBS market while we move
towards reorganizing the company," said CRIIMI MAE Inc. president H. William
Willoughby.
He added that there have been no losses of principal in portfolios for which
CMSLP has been special servicer.
-more-
<PAGE>9
Additionally, for an undisclosed amount, CMSLP has arranged for BOMCM to succeed
it as master servicer on two commercial mortgage pools. The pools, comprised of
284 commercial mortgage loans, are Mortgage Capital Funding Inc. 1997-MC1 and
DLJ Mortgage Acceptance Corporation 1997-CF2. CMSLP continues to be the master
servicer for three commercial mortgage pools totaling approximately $2.3
billion.
CRIIMI MAE Inc. is a NYSE-traded commercial mortgage company operating under the
protection of Chapter 11 of the U.S. Bankruptcy Code. CRIIMI MAE Inc.was the
largest buyer of non-investment grade CMBS in 1997 and the first half or 1998.
More information is available at http://www.criimimaeinc.com.
BOMCM is a commercial real estate finance company primarily involved in the
origination and servicing of commercial mortgages and investment in commercial
mortgage backed securities. BOMCM is highly rated as a master, primary and
special servicer of commercial mortgages. At September 30, BOMCM was servicing
over 6,400 commercial mortgages with an aggregate balance of over $18 billion.
With the addition of the CRIIMI MAE Inc. contracts, BOMCM is now the named
special servicer on over 14,000 commercial and multifamily loans totaling over
$37.6 billion in current balance of CMBS. BOMCM is owned jointly by Bank One
Corporation and ORIX USA Corporation.
More information on BOMCM is available at www.bomcm.com.
NOTE: Certain statements in this press release regarding CRIIMI MAE Inc.'s
business constitute "forward-looking statements" under federal securities laws
and are subject to a number of risks and uncertainties. Any such forward-looking
statements should not be relied upon as predictions of future events. For a
discussion of such risks and uncertainties, which could cause actual results to
differ materially from those contained in the forward-looking statements, see
"Forward-Looking Statements" in CRIIMI MAE Inc.'s Annual Report or Form 10-K for
the fiscal year ended December 31, 1997.
###
<PAGE>10
Contact: Susan B. Railey
For shareholders and securities brokers
(301) 468-3120
Andrew P. Blocher
For institutional investors
(301) 231-0371
James T. Pastore FOR IMMEDIATE RELEASE
For news media
(202) 546-6451
CRIIMI MAE reports third quarter results;
Market turmoil reduces shareholders' equity to $8.97 per
fully diluted share
Rockville, MD, November 18, 1998 - (NYSE: CMM) - CRIIMI MAE Inc., the commercial
mortgage company that filed to reorganize under Chapter 11 of the U.S.
Bankruptcy Code on October 5, today reported third quarter results, including
higher tax basis earnings, a higher net interest margin and a net loss under
generally accepted accounting principles (GAAP). The net loss was largely due to
the impact of the recent volatility in the financial markets on commitments
related to commercial mortgage loans in the company's securitization pipeline
and losses on hedge positions. As a result of the recent volatility in the
capital markets and the uncertainties resulting from the bankruptcy proceedings,
the company's results of operations at September 30, 1998, are not expected to
be indicative of results of operations for future periods during the pendency of
the bankruptcy proceedings.
As a result of widening commercial mortgage-backed securities (CMBS) spreads and
the general market turmoil during the third quarter, the value of CRIIMI MAE's
subordinated CMBS declined. Principally due to the decline in value of the CMBS
held by the company, CRIIMI MAE's shareholders' equity declined from
approximately $702 million ($13.01 per fully diluted share) at June 30, 1998, to
approximately $494 million ($8.97 per fully diluted share) at September 30,
1998. The company's estimates of value for its CMBS are based, in most cases,
upon quotes obtained from the lender on the related security.
As a consequence of the Chapter 11 filing, the company does not expect to pay a
dividend during the fourth quarter of 1998. The company is not required to pay a
dividend during the fourth quarter to maintain its REIT status. However, in
order to maintain its status as a REIT, CRIIMI MAE must distribute 95% of its
1998 taxable income no later than December 31, 1999. Failure to satisfy this
requirement could result in the loss of the company's REIT status, with the
result that CRIIMI MAE would be taxed as a corporation for 1998. The company
intends to use its best efforts to ensure that CRIIMI MAE retains its REIT
status for 1998, but there can be no assurance that its efforts will succeed.
-more-
<PAGE>11
Tax basis earnings available to common shareholders for the third quarter were
$19.9 million or 41 cents per common share, up 32 percent on a per share basis
from last year's third quarter of $12.1 million or 31 cents per common share.
For the nine months ended September 30, 1998, tax basis earnings available to
common shareholders were $57.3 million or $1.22 per common share compared to
$39.8 million or $1.09 per common share for the nine months ended September 30,
1997.
Under GAAP, CRIIMI MAE's net interest margin increased to $18.7 million, up 41
percent from $13.2 million for last year's third quarter. The net interest
margin increased to $51.3 million year to date from approximately $37.1 million
for the first nine months of 1997. Net interest margin is calculated as interest
income less interest expense.
CRIIMI MAE reported a net loss under GAAP for the quarter ended September 30,
1998 of $8.7 million or 18 cents per basic share as compared to net income of
$10.0 million or 26 cents per basic share for the year earlier quarter. GAAP net
income for the nine months ended September 30, 1998 was $47.0 million or $1.02
per basic share compared to net income of $36.1 million or $1.00 per basic share
for the corresponding period in 1997.
The increases in tax basis earnings and the net interest margin for the three
and nine months ended September 30, 1998 were primarily due to growth in
earnings from CRIIMI MAE's portfolio of subordinated CMBS and earnings from the
June 1998 securitization of originated loans. CRIIMI MAE acquired subordinated
CMBS for a purchase price of approximately $1.2 billion from October 1, 1997
through September 30, 1998. CRIIMI MAE had originated approximately $870 million
commercial mortgage loans during that same period. A portion of these loans was
securitized in June 1998. The balance was intended to be securitized later this
year.
For GAAP purposes, the net loss for the third quarter was primarily due to
unrealized losses aggregating $21.7 million resulting from the impact of
financial market volatility on commitments related to commercial mortgage loans
in the company's securitization pipeline and losses on hedge positions. CRIIMI
MAE recorded a $17.6 million unrealized loss related to commercial mortgage
loans in the company's securitization pipeline, which consisted of loans
originated since CRIIMI MAE's June 1998 securitization of its No-Lock loans. The
parties who fund the company's loan originations are required under the relevant
agreements to hedge the related loans and to provide timely written hedge
position reporting. These reports were not provided to the company at September
30, 1998. In the absence of such reports, the company has based its loss
estimates, in part, upon oral communications from these parties. In addition, a
$4.1 million unrealized loss was recorded on a U.S. treasury position used to
hedge the investment grade bonds retained from the June 1998 securitization.
Since these losses were unrealized at September 30, 1998, they do not impact tax
basis earnings for the quarter.
A significant collateral call made by Merrill Lynch Mortgage Capital, Inc. on
October 2 was the event directly precipitating CRIIMI MAE's October 5, 1998
filing under Chapter 11. Although CRIIMI MAE disputes the valuation methodology
used by this creditor, the company felt that it was in the best interest of
creditors, equity holders and other parties in interest to file for Chapter 11
protection. It is possible that CRIIMI MAE may have to record losses during the
fourth quarter, including potential losses based on this and other adverse
actions against CRIIMI MAE by its lenders.
-more-
<PAGE>12
Said CRIIMI MAE President H. William Willoughby, "Although we filed our petition
with the Bankruptcy Court as recently as October 5, we believe we have made
significant strides in stabilizing the company. We are currently in talks with
substantially all of our lenders and are working diligently towards the
preparation of a business plan and ultimately a plan of reorganization. It will
take some time before market conditions, our capital position and the bankruptcy
proceedings support our full reorganization. Meanwhile, we are continuing to
work towards emerging as a successfully reorganized company.
"In addition to seeking additional capital for CRIIMI MAE," Mr. Willoughby
continued, "we are streamlining our operations in an effort to reduce operating
expenses. Recognizing that we will not be originating mortgages or acquiring
CMBS in the near term, we have significantly reduced the number of employees in
our originations and underwriting operations. In connection with these
reductions, we have closed our five regional loan origination and underwriting
offices, retaining only a small presence in Boston, Houston, Chicago and San
Francisco."
Before filing for reorganization, CRIIMI MAE had been actively involved in
acquiring, originating, securitizing and servicing multifamily and commercial
mortgages and mortgage related assets throughout the United States. Since filing
for Chapter 11 protection, CRIIMI MAE has suspended its loan securitization,
loan underwriting and loan origination businesses. The company, however,
continues to hold a substantial portfolio of subordinated CMBS and, through its
servicing affiliate, acts as a servicer for its own as well as third party
securitizations. Despite the volatility in the capital markets, the mortgage
assets underlying the company's portfolio of CMBS continue to experience no
losses of principal from defaults.
NOTE: Except for the historical information contained in this release, the
statements regarding raising capital, discussions with creditors, streamlining
and restructuring business activities, reducing operating expenses and
successfully emerging from bankruptcy are forward-looking statements that
involve a variety of risks and uncertainties. These risks and uncertainties
include the continued instability in the capital markets, the trends in the CMBS
market, the ability of CRIIMI MAE to obtain additional capital, competitive
pressures, the effect of any future losses on CRIIMI MAE's need for liquidity,
the effect of the bankruptcy proceeding on CRIIMI MAE's ongoing business
activities, the actions of CRIIMI MAE's creditors, the provisions of any plan of
reorganization approved by the Bankruptcy court and the outcome of litigation to
which the company is a party, as well as the risks and uncertainties that are
set forth from time to time in CRIIMI MAE's SEC reports, including the report on
Form 10-K for the year ended December 31, 1997 and the Form 10-Q for the quarter
ended September 30, 1998.
More information on CRIIMI MAE is available on its web site
www.criimimaeinc.com.
- tables to follow -
<PAGE>13
CRIIMI MAE Inc.
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, 1998 September 30, 1998
---------------------------- ------------------------------
<S> <C> <C> <C> <C>
TAX BASIS INCOME:*
Interest Income:
Subordinated CMBS $ 52,395,877 $ 22,055,062 $ 130,151,012 $ 58,973,234
Collateralized mortgage
obligations-insured loans 10,622,386 12,169,026 33,528,290 36,997,607
Collateralized mortgage
obligations-originated loans 8,859,416 -- 11,609,111 --
------------ ------------ ------------- ------------
Total interest income 71,917,679 34,224,088 175,288,413 95,970,841
------------ ------------ ------------- ------------
Interest and related expenses:
Fixed-rate collateralized bond
obligations-CMBS 10,952,081 2,898,756 21,346,189 8,667,034
Fixed-rate collateralized mortgage
obligations-insured loans 10,505,463 10,480,900 31,454,375 32,183,271
Fixed-rate collateralized mortgage
obligations-originated loans 6,252,522 -- 8,214,837 --
Fixed-rate senior unsecured notes 2,429,137 -- 7,260,484 --
Variable-rate secured borrowings-CMBS 17,852,948 6,023,703 44,028,716 14,428,799
Other financing facilities 998,342 199,004 2,043,701 710,595
----------- ------------ ------------- ------------
Total interest expense 48,990,493 19,602,363 114,348,302 55,989,699
----------- ------------ ------------- ------------
Net interest margin 22,927,186 14,621,725 60,940,111 39,981,142
----------- ------------ ------------- ------------
Equity in earnings from investments 1,604,836 1,081,329 7,272,272 1,402,715
Other income 1,060,487 462,722 3,871,685 3,069,080
Gain (loss) on mortgage dispositions 1,222,504 (28,270) 1,386,652 7,603,928
Adjustment to installment note (331,831) -- -- --
General and administrative expenses (4,639,864) (2,635,804) (10,694,471) (7,493,512)
---------- ----------- ------------- ------------
(1,083,868) (1,120,023) 1,836,138 4,582,211
---------- ----------- ------------- ------------
Tax basis income before preferred
dividends 21,843,318 13,501,702 62,776,249 44,563,353
========== =========== ============ ============
Dividends paid on preferred shares (1,942,377) (1,417,071) (5,499,881) (4,783,936)
---------- ----------- ------------ ------------
Tax basis income available to
common shareholders 19,900,941 12,084,631 57,276,368 39,779,417
=========== =========== =========== ===========
*Net of minority interest, where applicable
TAX BASIS INCOME PER SHARE:
Income before gains from CFR $ 0.41 $ 0.31 $ 1.22 $ 0.88
Capital gain from CFR -- -- -- 0.21
----------- ----------- ----------- -----------
Total tax basis income per share $ 0.41 $ 0.31 $ 1.22 $ 1.09
=========== =========== =========== ===========
Weighted Average Shares 48,504,819 38,583,857 46,919,645 36,391,281
=========== =========== =========== ===========
Dividends paid in common shares $ 0.40 $ 0.35 $ 1.17 $ 1.05
=========== =========== =========== ===========
</TABLE>
<PAGE>14
CRIIMI MAE Inc.
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, 1998 September 30, 1998
---------------------------- ------------------------------
FINANCIAL STATEMENT NET INCOME (ON A CONSOLIDATED BASIS):
<S> <C> <C> <C> <C>
Interest Income:
Subordinated CMBS $ 38,880,750 $ 20,414,449 $ 105,319,710 $ 54,694,269
Collateralized mortgage
obligations-insured loans 10,662,386 12,169,026 33,528,290 37,081,104
Collateralized mortgage
obligations-originated loans 8,869,367 -- 11,619,062 --
------------ ------------ ------------- ------------
Total interest income 58,412,503 32,583,475 150,467,062 91,775,373
------------ ------------ ------------- ------------
Interest and related expenses:
Fixed-rate collateralized bond
obligations-CMBS 2,206,724 2,857,948 7,375,905 8,539,077
Fixed-rate collateralized mortgage
obligations-insured loans 9,892,249 10,642,346 30,546,774 32,235,374
Fixed-rate collateralized mortgage
obligations-oringated loans 6,369,272 -- 8,367,438 --
Fixed-rate senior unsecured notes 2,429,137 -- 7,260,484 --
Variable-rate secured borrowings-CMBS 17,778,579 5,690,557 43,637,039 13,417,401
Other financing facilities 998,342 144,203 1,941,800 531,202
------------ ------------ ------------- ------------
Total interest expense 39,674,303 19,335,054 99,129,440 54,723,054
------------ ------------ ------------- ------------
Net interest margin 18,738,200 13,248,421 51,337,622 37,052,319
------------ ------------ ------------- ------------
Gain on sale of securities (340,281) -- 28,800,408 --
Equity in earnings from investments 1,172,089 2,187,150 2,717,551 (57,546)
Other income 1,060,595 491,838 3,872,576 1,760,934
Gain (loss) on mortgage dispositions 966,654 (90,608) 920,820 17,143,342
General and administrative expenses (4,636,806) (2,640,125) (10,667,797) (7,701,616)
Amortization of assets acquired in
the Merger (719,394) (719,391) (2,158,182) (2,158,173)
Unrealized loss on warehouse
purchase obligation (17,630,390) -- (17,630,390) --
Unrealized loss on treasury position (4,091,346) -- (4,091,346) --
------------ ------------ ------------ ------------
(25,448,514) (1,786,197) 1,233,239 11,762,038
------------ ------------ ------------ ------------
Net income before minority interest (6,710,314) 11,462,224 52,570,861 48,814,357
Minority interest in net income of
consolidated subsidiary 1,312 (45,200) (40,052) (7,885,607)
Dividends paid on preferred shares (1,942,377) (1,417,071) (5,499,881) (4,783,936)
------------ ------------ ------------- ------------
Net Income available to common
shareholders $ (8,651,379) $ 9,999,953 $ 47,030,928 $ 36,144,814
============ ============ ============= ============
FINANCIAL STATEMENT EARNINGS PER SHARE:
Income before gains from CFR-Basic $ (0.18) $ 0.26 $ 1.02 $ 0.73
Capital gain from CFR-Basic -- -- -- 0.27
------------ ------------ ------------- ------------
Total GAAP basis income per share -
Basic $ (0.18) $ 0.26 $ 1.02 $ 1.00
============ ============ ============= ============
Weighted Average Shares -Basic 48,298,007 38,304,972 46,178,885 35,998,050
============ ============ ============= ============
Income before gains from CFR-Diluted $ (0.18) $ 0.26 $ 0.98 $ 0.74
Capital gain from CFR-Diluted -- -- -- 0.23
------------ ------------ ------------- ------------
Total GAAP basis income per share -
Diluted $ (0.18) $ 0.26 $ 0.98 $ 0.97
============ ============ ============= ============
Weighted Average Shares -Diluted 48,298,007 43,867,693 49,113,845 42,008,376
============= ============ ============= ============
</TABLE>
<PAGE>15
CRIIMI MAE Inc.
<TABLE>
<CAPTION>
Balance Sheet Data:
As of As of
September 30, 1998 December 31, 1997
------------------ -----------------
<S> <C> <C>
Mortgage securities $510,420,841 $605,113,741
Investment in Originated Loans $501,282,735 --
Subordinated CMBS $1,440,127,153 $1,114,479,846
Total assets $2,671,956,628 $1,873,305,488
Shareholders' Equity $494,418,056 $444,980,987
</TABLE>
