<PAGE>1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 1997
-------------
Commission file number 1-10359
-------
CRI LIQUIDATING REIT, INC.
- -----------------------------------------------------------------
(Exact name of registrant as specified in charter)
Maryland 52-1647537
- ------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11200 Rockville Pike, Rockville, Maryland 20852
- ----------------------------------------- ----------------------
(Address of principal executive offices) (Zip Code)
(301) 816-2300
- -----------------------------------------------------------------
(Registrant's telephone number, including area code)
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 and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as the latest practicable date.
Class Outstanding at August 14, 1997
- ---------------------------- ------------------------------
Common Stock, $.01 par value 30,422,711
<PAGE>2
CRI LIQUIDATING REIT, INC.
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED June 30, 1997
Page
----
PART I. Financial Information
Item 1. Financial Statements
Balance Sheets - June 30, 1997 (unaudited)
and December 31, 1996 . . . . . . . . . . . 3
Statements of Income - for the three and
six months ended June 30, 1997 and 1996
(unaudited) . . . . . . . . . . . . . . . 4
Statement of Changes in Shareholders'
Equity - for the six months ended
June 30, 1997 (unaudited) . . . . . . . . . 5
Statements of Cash Flows - for the six
months ended June 30, 1997 and 1996
(unaudited) . . . . . . . . . . . . . . . . 6
Notes to Financial Statements (unaudited) . . 7
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations . . . . . . . . . . . . . . . 11
PART II Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . 16
Signature . . . . . . . . . . . . . . . . . . . . . . 17
<PAGE>3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CRI LIQUIDATING REIT, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
------------- --------------
(unaudited)
<S> <C> <C>
ASSETS
Investment in mortgages, at fair value $ -- $ 54,448,533
Cash and cash equivalents 4,925,257 4,058,080
Receivables and other assets 27,992 529,255
------------ ------------
Total assets $ 4,953,249 $ 59,035,868
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued expenses $ 352,412 $ 147,317
------------ ------------
Commitments and contingencies
Shareholders' equity:
Common stock 304,227 304,227
Net unrealized gains on investment
in mortgages -- 15,296,990
Additional paid-in capital 4,296,610 43,287,334
------------ ------------
Total shareholders' equity 4,600,837 58,888,551
------------ ------------
Total liabilities and
shareholders' equity $ 4,953,249 $ 59,035,868
============ ============
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<PAGE>4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CRI LIQUIDATING REIT, INC.
STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
For the three months ended June 30, For the six months ended June 30,
1997 1996 1997 1996
------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Income:
Mortgage investment income $ -- $ 1,121,682 $ 192,099 $ 2,579,016
Other investment income 66,114 120,710 757,087 770,645
------------ ------------ ------------ -------------
66,114 1,242,392 949,186 3,349,661
------------ ------------ ------------ -------------
Expenses:
Annual fee to related party -- 69,919 11,468 241,035
General and administrative 35,639 115,529 430,994 236,373
Mortgage servicing fees -- 9,449 -- 18,927
Amortization of deferred costs -- 6,405 2,328 13,669
------------ ------------ ------------ -------------
35,639 201,302 444,790 510,004
------------ ------------ ------------ -------------
Income before mortgage dispositions 30,475 1,041,090 504,396 2,839,657
Mortgage dispositions:
Gains 95,000 -- 17,395,350 9,692,244
Losses -- -- -- --
------------ ------------ ------------ -------------
Net income $ 125,475 $ 1,041,090 $ 17,899,746 $ 12,531,901
============ ============ ============ =============
Net income per share $ -- $ 0.03 $ 0.59 $ 0.41
============ ============ ============ =============
Weighted average shares outstanding 30,422,711 30,422,711 30,422,711 30,422,711
============ ============ ============ =============
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<PAGE>5
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CRI LIQUIDATING REIT, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the six months ended June 30, 1997
(unaudited)
<TABLE>
<CAPTION>
Net
Unrealized
Gains on Additional Total
Common Stock Investment Paid-In Undistributed Shareholders'
Shares Par Value in Mortgages Capital Net Income Equity
----------- --------- ------------ ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 30,422,711 $ 304,227 $ 15,296,990 $ 43,287,334 $ -- $ 58,888,551
Net income -- -- -- -- 17,899,746 17,899,746
Dividends of $0.58 per share -- -- -- -- (17,774,271) (17,774,271)
Return of capital of $1.29
per share -- -- -- (39,116,199) -- (39,116,199)
Adjustment to net unrealized
gains on investment in
mortgages -- -- (15,296,990) -- -- (15,296,990)
----------- --------- ------------ ------------ ------------- ------------
Balance, June 30, 1997 30,422,711 $ 304,227 $ -- $ 4,171,135 $ 125,475 $ 4,600,837
=========== ========= ============ ============ ============= ============
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<PAGE>6
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CRI LIQUIDATING REIT, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the six months ended
June 30,
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 17,899,746 $ 12,531,901
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization of deferred costs 2,328 13,669
Mortgage discount/premium amortization -- (217,362)
Gains/losses on mortgage dispositions (17,395,350) (9,692,244)
Other operating activities (42,976) (126,645)
Changes in assets and liabilities:
Decrease in receivables and other
assets 494,933 470,184
Increase (decrease) in accounts
payable and accrued expenses 205,095 4,885
------------ ------------
Net cash provided by operating
activities 1,163,776 2,984,388
------------ ------------
Cash flows from investing activities:
Proceeds from dispositions of mortgages and
investment in limited partnership 56,546,893 56,948,053
Receipt of mortgage principal from
scheduled payments -- 346,628
Decrease in deferred costs 4,002 12,857
Annual return from investment in limited
partnerships 42,976 126,645
------------ ------------
Net cash provided by investing
activities 56,593,871 57,434,183
------------ ------------
Cash flows from financing activities:
Dividends and return of capital paid to
shareholders (56,890,470) (60,236,968)
------------ ------------
Net cash used in financing activities (56,890,470) (60,236,968)
------------ ------------
Net increase in cash and cash equivalents 867,177 181,603
Cash and cash equivalents, beginning of
period 4,058,080 3,740,437
------------ ------------
Cash and cash equivalents, end of period $ 4,925,257 $ 3,922,040
============ ============
The accompanying notes are an integral part
of these financial statements.
</TABLE>
<PAGE>7
CRI LIQUIDATING REIT, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. Organization
CRI Liquidating REIT, Inc. (the Liquidating Company) is a finite-life,
self-liquidating real estate investment trust (REIT) which previously owned
United States government insured and guaranteed mortgage investments secured by
multifamily housing complexes located throughout the United States (Government
Insured Multifamily Mortgages). The Liquidating Company was created in November
1989 in connection with the merger of three funds which owned Government Insured
Multifamily Mortgages, all of which were sponsored by C.R.I., Inc. (CRI).
The Liquidating Company is governed by a board of directors (the Board of
Directors) which includes the two shareholders of CRI. The Board of Directors
has engaged CRI Insured Mortgage Associates Adviser Limited Partnership (the
Adviser) to act in the capacity of adviser to the Liquidating Company. The
Adviser's general partner is CRI, and its limited partners include the
shareholders of CRI. The Adviser (1) manages the Liquidating Company's assets
with the goal of maximizing the returns to shareholders and (2) conducts the
day-to-day operations of the Liquidating Company. The Adviser received fees in
connection with the administration and operation of the Liquidating Company.
The Adviser also formerly acted in a similar capacity for CRIIMI MAE Inc.
(CRIIMI MAE), a REIT which owns 57% of the Liquidating Company's outstanding
common stock. However, effective June 30, 1995, CRIIMI MAE became a self-
administered, full service commercial mortgage company and, as a result, the
Adviser no longer advises CRIIMI MAE.
The Liquidating Company's Board of Directors (the Board of Directors) has
approved a plan of complete liquidation and dissolution (the Plan). On April
23, 1997, the Liquidating Company's Shareholders approved the adoption of the
Plan. The Board of Directors will, pursuant to the Plan, dissolve the
Liquidating Company and proceed to dispose of its assets after providing for its
liabilities. There is no time period required by the Plan or law within which
the Liquidating Company must wind up its affairs and complete its liquidation.
However, the Liquidating Company believes this process will be substantially
complete by December 31, 1997.
As discussed further in Note 5, as of August 14, 1997, in accordance with
the Plan, (1) the Liquidating Company had sold its remaining 11 mortgage
investments, (2) disposed of its interest in two limited partnership
participation agreements and (3) disposed of a portion of its interest in a
third limited partnership participation agreement. The remaining assets of the
Liquidating Company consist primarily of cash and the remaining equity interest
in one limited partnership.
2. Basis of Presentation
In the opinion of the Adviser, the accompanying unaudited financial
statements of the Liquidating Company contain all adjustments (consisting of
only normal recurring adjustments) necessary to present fairly the financial
position of the Liquidating Company as of June 30, 1997 and December 31, 1996,
and the results of its operations and cash flows for the three and six months
ended June 30, 1997 and 1996.
<PAGE>8
CRI LIQUIDATING REIT, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
2. Basis of Presentation - Continued
These unaudited financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. While the Adviser believes that the disclosures
presented are adequate to make the information not misleading, it is suggested
that these financial statements be read in conjunction with the financial
statements and the notes included in the Liquidating Company's Annual Report
filed on Form 10-K for the year ended December 31, 1996.
3. Summary of Significant Accounting Policies
Reclassification
- ----------------
Certain amounts in the income statement and the statement of cash flows for
the three and six months ended June 30, 1996 have been reclassified to conform
to the 1997 presentation.
4. Transactions with Related Parties
Below is a summary of the amounts paid or accrued to related parties during
the three and six months ended June 30, 1997 and 1996.
<PAGE>9
CRI LIQUIDATING REIT, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
4. Transactions with Related Parties - Continued
<TABLE>
<CAPTION>
For the three months ended June 30, For the six months ended June 30,
1997 1996 1997 1996
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Adviser:
- -------
Annual fee(c) $ -- $ 69,919 $ 11,468 $ 241,035
Incentive fee(a) -- -- 1,207,415 568,638
------------ ------------ ------------ ------------
Total $ -- $ 69,919 $ 1,218,883 $ 809,673
============ ============ ============ ============
Expense reimbursement (b):
CRIIMI MAE Management, Inc. $ 14,256 $ 47,990 $ 49,390 $ 101,151
============ ============ ============ ============
(a) Included as a component of net gains from mortgage dispositions on the accompanying statements of income.
(b) Included as general and administrative expenses on the accompanying statements of income.
(c) As a result of reaching certain specified performance goals during the second quarter of 1996 the Liquidating Company paid
deferred annual fees of $19,721 during the three months ended June 30, 1996. As a result of reaching certain specified
performance goals during the six months ended June 30, 1997 and 1996, the Liquidating Company paid deferred annual fees during
the six months ended June 30, 1997 and 1996 of $3,235 and $128,530, respectively.
</TABLE>
5. Investment in Mortgages
As of December 31, 1996, the Liquidating Company owned 11 mortgage
investments. As of January 17, 1997, the Liquidating Company had sold all of
the remaining mortgage investments.
<PAGE>10
CRI LIQUIDATING REIT, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
5. Investment in Mortgages - Continued
In accordance with Statement of Financial Accounting Standards No. 115
"Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115),
the Liquidating Company's Investment in Mortgages was recorded at fair value, as
estimated below, as of December 31, 1996. The difference between the amortized
cost and the fair value of the mortgage investments represents the net
unrealized gains on the Liquidating Company's mortgage investments and is
reported as a separate component of shareholders' equity.
The fair value of the mortgage investments is based on quoted market
prices.
As of December 31, 1996
Amortized Fair
Cost Value
------------ ------------
Investment in mortgages $ 39,151,543 $ 54,448,533
============ ============
As previously stated, during the six months ended June 30, 1997, the
Liquidating Company disposed of the remaining 11 mortgage investments generating
proceeds of approximately $54 million which resulted in financial statement
gains and tax basis gains of approximately $14 million. In addition, during the
first six months of 1997, CRI Liquidating disposed of its interest in two
limited partnership participation agreements and a portion of its interest in a
third limited partnership participation agreements which resulted in net gains
for financial statement purposes of approximately $3.2 million and net tax basis
losses of approximately $250,000.
6. Reconciliation of Financial Statement Net Income to Tax
Basis Income
Reconciliations of the financial statement net income to the tax basis
income for the six months ended June 30, 1997 and 1996 are as follows:
<PAGE>11
CRI LIQUIDATING REIT, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
6. Reconciliation of Financial Statement Net Income to Tax
Basis Income - Continued
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, June 30,
1997 1996 1997 1996
----------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Financial statement net income $ 125,475 $ 1,041,090 $ 17,899,746 $ 12,531,901
Adjustments:
Nondeductible expense:
Amortization of deferred costs -- 4,097 -- 9,054
Additional income (loss) due to
basis differences:
Mortgage dispositions -- -- (95,180) 4,790,004
Reamortization of mortgages -- (309) -- 8,058
Disposition of limited partnerships -- -- (3,677,060) --
Loss from investment
in limited partnerships -- (85,384) -- (159,256)
----------- ----------- ------------ ------------
Tax basis income $ 125,475 $ 959,494 $ 14,127,506 $ 17,179,761
=========== =========== ============ ============
Tax basis income per share $ -- $ 0.03 $ 0.46 $ 0.56
=========== =========== ============ ============
</TABLE>
Differences in the financial statement net income and the tax basis income
principally relate to differences in the tax bases of assets and liabilities and
their related financial reporting amounts resulting from the Merger.
7. Dividends to Shareholders
For the six months ended June 30, 1997, dividends of $1.87 per share were
paid to shareholders. For the three months ended June 30, 1997, no dividends
were paid. In addition, dividends will not be paid until the complete
liquidation and dissolution of the Liquidating Company is completed. The
composition of the dividend shown below remains subject to year-end adjustment:
<PAGE>12
CRI LIQUIDATING REIT, INC.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
7. Dividends to Shareholders - Continued
<TABLE><CAPTION>
Non-taxable Capital Ordinary
Dividend Gain Income Total Record Date
----------- ------- -------- ------- ------------------
<S> <C> <C> <C> <C> <C>
Quarter ended
March 31, 1997 $ 1.41 $ 0.45 $ 0.01 $ 1.87 March 20, 1997
Quarter ended
June 30, 1997 -- -- -- -- N/A
---------- ------- -------- -------
Six months ended
June 30, 1997 $ 1.41 $ 0.45 $ 0.01 $ 1.87
=========== ======= ======== =======
</TABLE>
<PAGE>11
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
- ------------
CRI Liquidating REIT, Inc.'s (the Liquidating Company)Management's
Discussion and Analysis of Financial Condition and Results of Operations
contains statements that may be considered forward looking. These statements
contain a number of risks and uncertainties as discussed herein and in the
Liquidating Company's other reports filed with the Securities and Exchange
Commission that could cause actual results to differ materially.
General
- -------
CRI Liquidating REIT, Inc. (the Liquidating Company), formed in November
1989, is a finite-life, self-liquidating real estate investment trust (REIT)
which made investments in United States government insured and guaranteed
mortgage investments secured by multifamily housing complexes located throughout
the United States. Pursuant to its Board-approved business plan, the
Liquidating Company disposed of its remaining 11 mortgages in January 1997 and
does not intend to acquire any additional mortgage investments. Prior to March
31, 1997, the Liquidating Company shares traded on the New York Stock Exchange
under the trading symbol CFR. As further discussed below, the New York Stock
Exchange (the Exchange) suspended trading of the Liquidating Company shares
before opening on March 31, 1997 in accordance with the Company's plan of
liquidation. Following the suspension, the Exchange applied to the Securities
and Exchange Commission to delist the shares.
The Liquidating Company's Board of Directors (the "Board of Directors")
approved a plan of complete liquidation and dissolution (the "Plan") and on
April 23, 1997, the Liquidating Shareholders approved the adoption of the Plan.
The Board of Directors will, pursuant to the Plan, dissolve the Liquidating
Company and proceed to dispose of its assets after providing for its
liabilities. There is no time period required by the Plan or law within which
the Liquidating Company must wind up its affairs and complete its liquidation.
However, the Liquidating Company believes this process will be substantially
complete by December 31, 1997.
The Liquidating Company is governed by the Board of Directors which
includes the two shareholders of C.R.I., Inc. (CRI). The Board of Directors has
engaged CRI Insured Mortgage Associates Adviser Limited Partnership (the
Adviser) to act in the capacity of adviser to the Liquidating Company. The
Adviser's general partner is CRI, and its limited partners include the
shareholders of CRI. The Adviser (i) manages the Liquidating Company's assets
with the goal of maximizing the returns to shareholders and (ii) conducts the
day-to-day operations of the Liquidating Company. The Adviser receives fees in
connection with the administration and operation of the Liquidating Company.
The Adviser also formerly acted in a similar capacity for CRIIMI MAE Inc.
(CRIIMI MAE), a REIT which owns approximately 57% of the Liquidating Company's
outstanding common stock. However, effective June 30, 1995, CRIIMI MAE became a
self-managed, self-administered company and, as a result, the Adviser no longer
advises CRIIMI MAE.
<PAGE>14
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
Results of Operations
- ---------------------
1997 Versus 1996
- ----------------
Total income decreased by approximately $1.2 million or 95% to
approximately $66,000 for the three months ended June 30, 1997 from
approximately $1.2 million for the corresponding period in 1996. Total income
decreased by approximately $2.4 million or 72% to approximately $949,000 for the
six months ended June 30, 1997 from $3.3 million for the corresponding period in
1996. The decrease was due primarily to a reduction in mortgage investment
income, as discussed below.
Mortgage investment income decreased by approximately $1.1 million or 100%
to $0 for the three months ended June 30, 1997. Mortgage investment income
decreased by approximately $2.4 million or 93% to approximately $192,000 for the
six months ended June 30, 1997 from approximately $2.6 million for the
corresponding period in 1996. The decrease was the result of the sale of the
remaining mortgage investments on January 17, 1997 in accordance with the
business plan. No mortgage income will be earned in future periods.
General and administrative expenses decreased by approximately $80,000 or
69% to approximately $36,000 for the three months ended June 30, 1997 from
approximately $116,000 for the corresponding period in 1996. General and
administrative expenses increased by approximately $195,000 or 82% to
approximately $431,000 for the six months ended June 30, 1997 from
approximately $236,000 for the corresponding period in 1996. The decrease
for the three months ended June 30, 1997 is due to a decrease in operating
expenses as a result of the dissolution of the company. The increase for the
six months ended June 30, 1997 was the result of the recognition of additional
expenses associated with the pending liquidation and dissolution of the Company.
Annual fees are paid to the Adviser for managing the Liquidating Company's
portfolio. These fees include a base component equal to a percentage of average
invested assets. In addition, annual fees paid to the Adviser by the
Liquidating Company may include a performance-based component that is referred
to as the deferred component. The deferred component, which is also calculated
as a percentage of average invested assets, is computed each quarter but paid
(and expensed) only upon meeting certain cumulative performance goals. If these
goals are not met, the deferred component accumulates and may be paid in the
future if cumulative goals are met. In addition, certain incentive fees are
paid by the Liquidating Company on a current basis if certain performance goals
are met.
Annual fees decreased by approximately $70,000 or 100% to $0 for the three
months ended June 30, 1997. Annual fees decreased by approximately $230,000 or
95% to approximately $11,500 for the six months ended June 30, 1997 from
approximately $241,000 for the corresponding period in 1996. These decreases
were due to the sale of the remaining Liquidating Company's mortgage base which
is a component used in determining the annual fees payable by the Liquidating
Company. As a result of the first quarter disposition of the remaining
mortgages, no annual fees were paid during the three months ended June 30, 1997
and no annual fees will be paid in future periods.
Net gains on mortgage dispositions increased by $7.7 million or 43% to
$17.4 million for the six months ended June 30, 1997 from $9.7 million for the
corresponding period in 1996. Gains or losses on mortgage dispositions are
based on the number, carrying amounts, and proceeds of mortgage investments
disposed of during the period. The proceeds realized from the disposition of a
mortgage investment are based on the net coupon rates of the specific mortgage
investments disposed of in relation to prevailing long-term interest rates at
<PAGE>15
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Continued
the date of disposition. The increase in gains from mortgage dispositions was
primarily due to the sale of 11 mortgage investments during the three months
ended March 31, 1997, which resulted in financial statement gains of
approximately $14.1 million and tax basis gains of approximately $14.0 million.
In addition, during the first two quarters of 1997, CRI Liquidating disposed of
its interest in two limited partnership participation agreements and a portion
of its interest in a third limited partnership participation agreement which
resulted in net gains for financial statement purposes of approximately $3.2
million and net tax basis losses of approximately $250,000.
Liquidity
- ---------
The remaining assets of the Liquidating Company consist primarily of cash
and cash equivalents and the remaining equity interest in one limited
partnership. The assets will be distributed in accordance with the plan of
complete liquidation and dissolution.
Because the Liquidating Company is a liquidating entity, a substantial
portion of the dividends paid to shareholders represents return of capital. For
the six months ended June 30, 1997 and 1996, the Liquidating Company paid
dividends of $1.87 and $1.98 per share, respectively, of which approximately
$1.41 and $1.42 per share, respectively, were declared as non-taxable dividends
to shareholders for tax purposes, subject to year-end adjustment.
Cash Flow
- ---------
Net cash provided by operating activities decreased for the six months
ended June 30, 1997 as compared to the corresponding period in 1996 primarily as
a result of a decrease in mortgage investment income due to the reduction in the
mortgage base, as previously discussed.
Net cash provided by investing activities decreased for the six
months ended June 30, 1997 as compared to the corresponding period in 1996.
This decrease was principally due to a decrease in proceeds from mortgage
dispositions to approximately $56.5 million for the six months ended June 30,
1997 from approximately $57 million for the corresponding period in 1996.
Additionally, scheduled principal payments on mortgage investments decreased by
approximately $347,000 as a result of the disposition of the remaining mortgage
investments, as previously discussed.
Net cash used in financing activities decreased for the six months ended
June 30, 1997 as compared to the corresponding period in 1996 due to a decrease
in dividends paid to shareholders as a result of the decrease in proceeds from
mortgage dispositions and net ordinary income, as previously discussed.
<PAGE>16
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended June 30, 1997.
The exhibits filed as part of this report are listed below:
Exhibit Number Description
-------------- -----------------------
27 Financial Data Schedule
<PAGE>17
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CRI LIQUIDATING REIT, INC.
August 14, 1997 /s/ Cynthia O. Azzara
- --------------- -------------------------
DATE Cynthia O. Azzara
Senior Vice President,
Principal Accounting
Officer and Chief
Financial Officer
<PAGE>18
The Quarterly Report to the Securities and Exchange Commission on Form 10-Q is
available to shareholders and may be obtained by writing:
Investor Services/CRI Liquidating REIT, Inc.
11200 Rockville Pike
Rockville, Maryland 20852
CRI Liquidating REIT, Inc. shares were suspended from trading by the New York
Stock Exchange before opening on March 31, 1997 and following the suspension
applied to the Securities and Exchange Commission to delist the issue.<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY INFORMATION EXTRACTED FROM
THE QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH QUARTERLY REPORT ON FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,925
<SECURITIES> 0
<RECEIVABLES> 28
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,953
<CURRENT-LIABILITIES> 352
<BONDS> 0
0
0
<COMMON> 304
<OTHER-SE> 4,297
<TOTAL-LIABILITY-AND-EQUITY> 4,953
<SALES> 0
<TOTAL-REVENUES> 18,345
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 445
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 17,900
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<INCOME-CONTINUING> 17,900
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<NET-INCOME> 17,900
<EPS-PRIMARY> .59
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</TABLE>
