Criimi Mae (NYSE:CMM)
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CRIIMI MAE Reports Third Quarter GAAP Net Loss of $7.4 Million
ROCKVILLE, Md., Nov. 12 /PRNewswire-FirstCall/ -- CRIIMI MAE Inc. today
reported a GAAP net loss of $7.4 million, or $0.49 per diluted share, for the
third quarter of 2003 compared to a net loss of $25.1 million, or $1.80 per
diluted share, for the third quarter of 2002.
SIGNIFICANT HIGHLIGHTS
-- Named a new President in September and an Executive Vice President of
Asset Management in October
-- 16% decrease in specially serviced loans during the quarter, including
two significant hotel loan resolutions
-- Executed a $200 million secured borrowing facility
-- Recognized impairment charges of $4.7 million on certain subordinated
CMBS
-- Recognized executive contract termination costs of $2.9 million as
management compensation was realigned
-- Recognized hedging expense of $1.9 million associated with the
anticipated CDO transaction
Barry Blattman, Chairman and Chief Executive Officer, stated: "The credit
performance of the mortgage loans underlying CRIIMI MAE's CMBS continues to be
impacted by the lagging weakness in the hotel, retail and certain other
commercial property sectors contributing to the Company's recognition of
impairment during the second and third quarters of this year. However, a 16%
decrease in the total specially serviced loans since the second quarter of 2003,
despite the continuing weak commercial real estate fundamentals, is a positive
development for CRIIMI MAE. We are pleased Stephen Abelman, who has extensive
real estate experience, has joined the Company as our new executive vice
president of asset management to help us address the ongoing challenges and
explore opportunities related to the mortgage loans underlying our CMBS."
FINANCIAL RESULTS
3rd Quarter Net Loss
Net loss to common shareholders of $7.4 million, or $0.49 per diluted share, for
the three months ended September 30, 2003 included $4.7 million of impairment
charges on certain subordinated commercial mortgage-backed securities ("CMBS"),
contract termination costs of $2.9 million related to the expiration of certain
executive employment contracts, the recognition of $1.9 million of hedging
ineffectiveness expense related to the Company's interest rate swaps and $1.6
million of additional non-cash amortization expense on collateralized mortgage
obligations, as further described below.
The Company slightly increased the overall loss estimate anticipated to occur
over the life of its subordinated CMBS, from $559 million at June 30, 2003 to
$568 million at September 30, 2003. This revision in estimated losses (which
includes realized losses to date) reflects increased projected losses related to
certain loans currently or anticipated to be in special servicing as a result of
such factors as decreases in estimates of property values and changes in the
timing of resolutions of defaulted loans. The $4.7 million of impairment
charges was calculated as the difference between the fair value and amortized
cost of the Company's B- and CCC rated bonds in CRIIMI MAE Commercial Mortgage
Trust Series 1998-C1, also known as CBO-2, as of September 30, 2003. In
November 2003, the B- rated bond in CBO-2 was downgraded to D by Standard &
Poors.
In August 2003, the employment contracts for three of the Company's senior
executive officers, expired and were not renewed. In connection with these
contract expirations, the Company recognized executive contract termination
costs of $2.9 million during the three months ended September 30, 2003. These
contracts were put into place in 2001 to ensure management continuity following
CRIIMI MAE's Chapter 11 restructuring and through the Company's January 2003
recapitalization. The Company's current compensation structure for its senior
executives reflects a realignment of executive compensation based on current
industry norms.
As previously announced, the Company entered into a 10-year interest rate swap
agreement to hedge the variability of the future interest payments on the
Company's anticipated collateralized debt obligation, or CDO, the proceeds of
which will be used towards repayment of the outstanding Bear Stearns debt. With
payment dates beginning in November 2003, the swaps effectively lock-in a base
fixed weighted average interest rate of approximately 4.15% on an aggregate
notional amount of $100 million, which represents a significant portion of the
anticipated CDO proceeds. As the expected date of the CDO has been changed, the
Company recognized $1.9 million of hedging ineffectiveness expense during the
three months ended September 30, 2003. As of September 30, 2003, the fair value
of the swaps was an asset of approximately $1.5 million.
Year to Date Net Income
For the nine months ended September 30, 2003, the Company's net loss was $6.7
million, or $0.44 per diluted share, compared to a net loss of $30.8 million, or
$2.26 per diluted share, for the same period in 2002 and included:
-- $13.7 million of impairment charges related to certain subordinated
CMBS,
-- $2.9 million of executive contract termination costs,
-- $1.9 million of hedging expense,
-- $2.6 million of additional non-cash amortization expense on
collateralized mortgage obligations, and
-- several items related to the January 2003 recapitalization, including
$7.3 million of gain on extinguishment of debt, $3.1 million of
recapitalization expenses, and $3.1 million of additional interest
expense related to the Company's redemption of its Series A and Series
B Senior Secured Notes.
Net Interest Margin
CRIIMI MAE's net interest margin decreased to $7.9 million for the three months
ended September 30, 2003 from $8.8 million for the same period last year. For
the nine months ended September 30, 2003, CRIIMI MAE's net interest margin was
$23.0 million compared to $25.7 million for first nine months of 2002.
Total interest income decreased by $5.9 million and $16.6 million for the three
and nine months ended September 30, 2003, respectively, as compared to the same
periods in 2002. These decreases were primarily due to the reduction in the
weighted average yield-to-maturity on the Company's subordinated CMBS, which
resulted from increased loss estimates during 2002 and 2003. In addition,
interest income from insured mortgage securities decreased in 2003 following
significant prepayments of the underlying mortgage loans since September 2002.
Total interest expense decreased by $5.0 million and $13.9 million for the three
and nine months ended September 30, 2003, respectively, primarily due to a lower
average total debt balance and a lower average effective interest rate on the
Company's total debt outstanding during 2003, following its January 2003
recapitalization, compared to the corresponding periods in 2002. The decrease
for the first nine months of 2003 was partially offset by $3.1 million of
additional interest incurred related to the redemption of its Series A and
Series B Senior Secured Notes and $1.6 million of additional non- cash
amortization expense on collateralized mortgage obligations, as discussed
below.
The decrease in interest expense was partially offset by approximately $1.6
million and $2.6 million of additional discount and deferred fees amortization
expenses on the collateralized mortgage obligations-insured mortgage securities
during the three and nine months ended September 30, 2003, respectively,
compared to approximately $205,000 and $964,000 of additional amortization
expenses during the corresponding periods in 2002, respectively. The increase in
amortization is the result of the underlying mortgages prepaying faster than
originally anticipated and the resulting change in 2003 for the assumed future
prepayment speeds.
During the third quarter of 2003, the average total debt balance was $805
million compared to $964 million in 2002. The average effective interest rate
on the total debt outstanding during the third quarter of 2003 was 8.6% compared
to 9.3% in 2002.
LIQUIDITY AND SHAREHOLDERS' EQUITY
Since June 30, 2003, total liquidity has increased by 38% to $20.9 million from
$15.2 million. At September 30, 2003, CRIIMI MAE had cash of $17 million,
including $2.5 million of cash held by the Company's servicing subsidiary,
CRIIMI MAE Services Limited Partnership. In addition, the Company had
additional liquidity at September 30, 2003 comprised of $3.9 million in
investment grade trading securities.
CRIIMI MAE's subordinated CMBS and other assets continue to generate significant
cash. During the third quarter of 2003, the Company received cash of $14.6
million from its subordinated CMBS, $872,000 from its investment in the AIM
Limited Partnerships, $576,000 from the insured mortgages after payment of
related debt service, and $1.9 million from its mezzanine loans (including $1.7
million from the payoff of one loan).
During the third quarter of 2003, the Company made interest and principal
payments to Bear Stearns of $3.2 million and $1.3 million, respectively. The
Company's consolidated statements of income include general and administrative
expenses of $3.0 million, and a quarterly maintenance fee of $434,000, payable
in connection with the January 2003 recapitalization to Brascan Real Estate
Financial Investments LLC, during the third quarter of 2003. The Company paid
dividends to its preferred shareholders of $1.7 million during the third quarter
of 2003.
Unlike most other REITs, CRIIMI MAE is presently able to distribute or retain
its net cash flows as a result of its net operating loss (NOL) carry forwards.
On January 1, 2000, as a result of the Company's election to be taxed as a
trader, it recorded a mark-to-market tax loss of approximately $478 million on
its trading assets (the "January 2000 Loss"). Commencing in 2000, approximately
$120 million of such loss is being recognized for tax purposes each year through
2003. For the nine months ended September 30, 2003, the Company had a taxable
loss of $63.3 million, including the amortization of $89.7 million of the
January 2000 Loss. As of September 30, 2003, the Company's NOL carry forward
and remaining January 2000 Loss totaled $317.0 million.
As of September 30, 2003, GAAP shareholders' equity totaled $311.9 million or
$16.26 per diluted share compared to $291.7 million or $16.32 per diluted share
at December 31, 2002. The change in total shareholders' equity is primarily
attributable to the issuance of common stock to Brascan Real Estate Finance Fund
during the January 2003 recapitalization.
CRIIMI MAE had 15,263,006 and 13,945,068 common shares outstanding as of
September 30, 2003 and December 31, 2002, respectively.
OPERATIONS
The decrease in the Company's special servicing portfolio includes the
resolution of two significant hotel borrowing relationships. During the third
quarter, the total outstanding principal balance of loans and real estate owned
in special servicing decreased by 16% to $980.5 million, or 6.2% of the
aggregate $15.8 billion of mortgage loans underlying the Company's CMBS. This
compares to $1.2 billion, or 7.1%, at June 30, 2003.
During the third quarter, $314.9 million of mortgage loans were transferred out
of special servicing through negotiated workouts, payoffs, sales or other
strategies, including two significant hotel loans discussed below and mortgage
loans totaling $132.9 million were transferred into special servicing. Hotel
property mortgage loans accounted for $486.9 million, or 50% of the special
servicing portfolio at September 30, 2003, down from 61% at June 30, 2003.
As of October 31, 2003, total specially serviced loans decreased further to
$969.6 million, or 6.2% of the total mortgage loans underlying the Company's
subordinated CMBS, and included the transfer out of special servicing of $25.4
million of loans and the transfer in of $16.3 million of loans.
Status of certain significant borrowing relationships involving hotel loans in
special servicing during the quarter ended September 30, 2003 includes:
-- The payoff of one hotel loan, with a scheduled principal balance of
approximately $128.4 million as of June 30, 2003, secured by 93 limited
service hotels located in 29 states.
-- The sale to a third party of one hotel loan, with a scheduled principal
balance of approximately $80.7 million as of June 30, 2003, secured by
13 extended stay hotels located throughout the U.S.
-- Proceeding towards closing on a comprehensive loan modification on 27
hotel loans with scheduled principal balances totaling $135.3 million.
The loans are expected to return to performing status in the fourth
quarter of 2003 but if they are not successfully resolved, CRIIMI MAE's
annual cash flows could be significantly reduced.
-- The borrower, for five hotel loans with scheduled principal balances
totaling $45.1 million, has not been able to perform under the terms of
a preliminary agreement due to decreased demand in the Orlando
hospitality market. The Company expects the properties underlying
these loans to become real estate owned by the underlying
securitization trusts.
RECENT DEVELOPMENTS AND ACHIEVEMENTS
Since the beginning of the third quarter, the Company instituted key changes to
its senior management team. During September 2003, Mark Jarrell was named
President and Chief Operating Officer. Mr. Jarrell brings with him more than 15
years of corporate and Wall Street experience in the CMBS sector. In October
2003, Cynthia Azzara, the Company's Chief Financial Officer since 1994, was
promoted to Executive Vice President.
Also in October 2003, CRIIMI MAE announced that Stephen Abelman had been named
Executive Vice President, Asset Management. Mr. Abelman has over 15 years of
experience in asset management, dispositions, acquisitions and deal structuring.
He reports directly to the President, Mark Jarrell.
Bear Stearns $200 million Secured Borrowing Facility
In August 2003, CRIIMI MAE executed a $200 million secured borrowing facility,
in the form of a repurchase transaction, with Bear Stearns. The Company expects
to use this facility to acquire subordinated CMBS and to finance certain other
transactions involving securities. The securities to be transferred to Bear
Stearns in each transaction under this facility will be subject to the approval
of Bear Stearns. Borrowings under this facility will be secured by such
securities, will bear interest, payable monthly, at rates determined as to each
transaction ranging from one-month LIBOR plus 0.8% to one-month LIBOR plus 2%.
No transactions have been made under this facility as of this date.
OUTLOOK
"2003 continues to be a year of change for CMM. We have now assembled an
industry-leading team that has focused thus far on maximizing the existing
portfolio's performance. We have had recent successes in reducing the amount of
loans in special servicing and will work toward continued reductions in the
fourth quarter. This will help enable us to take advantage of the best strategy
for executing a CDO transaction in the near future. And as we move closer to
2004, we intend to expand our focus to plan for new opportunities with a goal of
growing our income sources beyond our existing CMBS portfolio. The hiring of
Mark Jarrell as President and COO and Stephen Abelman as EVP of Asset
Management, and securing the $200 million borrowing facility for new
acquisitions, were significant steps in that regard," concluded Barry Blattman.
THIRD QUARTER CONFERENCE CALL
CRIIMI MAE will hold a conference call to discuss its third quarter earnings on
November 12, 2003 at 2:00 pm Eastern Time. The conference call access number is
877-852-7897. A replay of the call will be available through November 19 at
800-642-1687, conference ID number 3002393.
For further information about the conference call or the Company, see the
Company's Web site: http://www.criimimaeinc.com/. Shareholders and securities
brokers should contact Shareholder Services at 301-816-2300, e-mail , and news
media should contact James Pastore, Pastore Communications Group LLC, at
202-546-6451, e-mail .
Note: Forward-looking statements or statements that contain the words "believe",
"anticipate", "expect", "may" or similar expressions and projections contained
in this release involve a variety of risks and uncertainties. These risks and
uncertainties include whether loans in special servicing will continue to
decrease; whether the Company will be able to maximize the value of its existing
assets (by maximizing recoveries on loans in special servicing or otherwise) or
achieve or realize upon its other goals or strategies, minimize the risk
associated with its assets (by enhancing surveillance on underlying properties
or otherwise), return loans to performing status or otherwise successfully
resolve defaulted loans (and avoid potential significant reductions in annual
cash flows), acquire new subordinated CMBS or other mortgage-related assets, or
complete other investment strategies, execute a CDO transaction or other
refinancing and repay all or any portion of the Bear Stearns debt, improve
financial performance, support liquidity, effectively hedge its interest rate
exposure, earn attractive returns or enhance shareholder value; the trends in
the commercial real estate and CMBS markets; competitive pressures; the effect
of future losses and impact of the timing and amount of master servicer advances
made in connection with CMBS on the Company's cash flows and its need for
liquidity; general economic conditions, restrictive covenants and other
restrictions under the operative documents evidencing the Company's outstanding
secured and other obligations (including a repurchase agreement); results of
operations, leverage, financial condition, business prospects and restrictions
on business activities under the operative documents evidencing the Company's
secured and other obligations; the possibility that the Company's trader
election may be challenged on the grounds that the Company is not in fact a
trader in securities or that it is only a trader with respect to certain
securities and that the Company will, therefore, not be able to mark- to-market
its securities, or that it will be limited in its ability to recognize certain
losses, resulting in an increase in shareholder distribution requirements with
the possibility that the Company may not be able to make such distributions or
maintain REIT status; the likelihood that mark-to-market losses will increase
and decrease due to changes in the fair market value of the Company's trading
assets, as well as the risks and uncertainties that are set forth from time to
time in the Company's SEC reports, including its Annual Report on Form 10-K for
the year ended December 31, 2002 and Quarterly Report on Form 10-Q for the
quarter ended June 30, 2003. Such statements are subject to these risks and
uncertainties, which could cause actual results to differ materially from those
projected. CRIIMI MAE assumes no obligation to update or supplement
forward-looking statements that become untrue because of subsequent events.
CRIIMI MAE INC.
CONSOLIDATED STATEMENTS OF INCOME
For the three months
ended September 30,
2003 2002
Interest income:
CMBS $22,121,471 $25,678,715
Insured mortgage securities 3,486,162 5,829,458
Total interest income 25,607,633 31,508,173
Interest and related expenses:
Bear Stearns variable rate
secured debt 3,550,104 -
BREF senior subordinated secured
notes 1,261,084 -
Exit variable-rate secured
borrowing - 3,700,424
Series A senior secured notes - 2,889,054
Series B senior secured notes - 3,480,499
Fixed-rate collateralized bond
obligations-CMBS 7,032,898 6,397,966
Fixed-rate collateralized
mortgage obligations-
insured securities 5,353,098 5,642,316
Hedging expense 274,167 353,085
Other interest expense 240,179 245,984
Total interest expense 17,711,530 22,709,328
Net interest margin 7,896,103 8,798,845
General and administrative
expenses (3,027,061) (2,782,419)
Deferred compensation expense (23,810) (16,732)
Depreciation and amortization (131,472) (312,388)
Servicing revenue 2,425,138 2,976,371
Servicing general and
administrative expenses (2,500,850) (2,222,008)
Servicing amortization,
depreciation and impairment
expenses (293,090) (508,000)
Servicing restructuring expenses (6,301) -
Servicing gain on sale of
servicing rights - 34,309
Income tax benefit (expense) 323,704 481,256
Equity in earnings from
investments 91,006 98,005
Other income, net 292,549 711,923
Net losses on mortgage security
dispositions (749,305) (310,722)
Impairment on CMBS (4,704,878) (29,884,497)
BREF maintenance fee (434,000) -
Executive contract termination
costs (2,875,699) -
Hedging ineffectiveness (1,930,198) -
Recapitalization expenses - (438,889)
Gain on extinguishment of debt - -
(13,544,267) (32,173,791)
Net loss before cumulative effect
of change in accounting principle (5,648,164) (23,374,946)
Cumulative effect of adoption of
SFAS 142 - -
Net loss before dividends paid
or accrued on preferred shares (5,648,164) (23,374,946)
Dividends paid or accrued on
preferred shares (1,726,560) (1,726,560)
Net loss to common shareholders $(7,374,724) $(25,101,506)
FINANCIAL STATEMENT EARNINGS (LOSS) PER SHARE
Total basic earnings (loss) per
share -- before cumulative effect
of change in accounting principle $(0.49) $(1.80)
Total basic earnings (loss) per
share -- after cumulative effect
of change in accounting principle $(0.49) $(1.80)
Total diluted earnings (loss) per
share -- before cumulative effect
of change in accounting principle $(0.49) $(1.80)
Total diluted earnings (loss) per
share -- after cumulative effect
of change in accounting principle $(0.49) $(1.80)
Shares used in computing basic
earnings (loss) per share 15,204,913 13,926,600
CRIIMI MAE INC.
CONSOLIDATED STATEMENTS OF INCOME
For the nine months
ended September 30,
2003 2002
Interest income:
CMBS $66,307,216 $76,815,219
Insured mortgage securities 12,413,163 18,468,181
Total interest income 78,720,379 95,283,400
Interest and related expenses:
Bear Stearns variable rate
secured debt 10,047,040 -
BREF senior subordinated secured
notes 3,519,973 -
Exit variable-rate secured
borrowing 859,106 11,397,375
Series A senior secured notes 2,130,722 8,781,875
Series B senior secured notes 2,697,006 10,289,704
Fixed-rate collateralized bond
obligations-CMBS 19,775,900 19,337,866
Fixed-rate collateralized
mortgage obligations-
insured securities 15,028,861 18,297,034
Hedging expense 900,655 749,412
Other interest expense 711,556 743,966
Total interest expense 55,670,819 69,597,232
Net interest margin 23,049,560 25,686,168
General and administrative
expenses (8,815,893) (8,588,203)
Deferred compensation expense (43,331) (93,422)
Depreciation and amortization (450,296) (920,928)
Servicing revenue 7,314,725 8,233,944
Servicing general and
administrative expenses (6,824,975) (6,847,992)
Servicing amortization,
depreciation and impairment
expenses (1,180,842) (1,418,810)
Servicing restructuring expenses (150,672) (141,240)
Servicing gain on sale of
servicing rights - 4,851,907
Income tax benefit (expense) 509,934 (427,520)
Equity in earnings from
investments 212,341 330,747
Other income, net 988,208 2,142,354
Net losses on mortgage security
dispositions (522,805) (567,014)
Impairment on CMBS (13,652,756) (35,035,588)
BREF maintenance fee (1,229,667) -
Executive contract termination
costs (2,875,699) -
Hedging ineffectiveness (1,930,198) -
Recapitalization expenses (3,148,841) (683,333)
Gain on extinguishment of debt 7,337,424 -
(24,463,343) (39,165,098)
Net loss before cumulative effect
of change in accounting principle (1,413,783) (13,478,930)
Cumulative effect of adoption of
SFAS 142 - (9,766,502)
Net loss before dividends paid
or accrued on preferred shares (1,413,783) (23,245,432)
Dividends paid or accrued on
preferred shares (5,279,179) (7,602,537)
Net loss to common shareholders $(6,692,962) $(30,847,969)
FINANCIAL STATEMENT EARNINGS (LOSS) PER SHARE
Total basic earnings (loss) per
share -- before cumulative effect
of change in accounting principle $(0.44) $(1.55)
Total basic earnings (loss) per
share -- after cumulative effect
of change in accounting principle $(0.44) $(2.26)
Total diluted earnings (loss) per
share -- before cumulative effect
of change in accounting principle $(0.44) $(1.55)
Total diluted earnings (loss) per
share -- after cumulative effect
of change in accounting principle $(0.44) $(2.26)
Shares used in computing basic earnings
(loss) per share 15,114,173 13,635,656
CRIIMI MAE INC.
As of As of
Balance Sheet Data September 30, 2003 Dec. 31, 2002
CMBS, at fair value $860,319,959 $861,980,472
Insured mortgage securities, at
fair value 168,293,213 275,340,234
Restricted and unrestricted cash
(including CMSLP cash) 16,951,002 37,212,923
Total assets 1,107,258,869 1,241,085,243
Total recourse debt 328,766,667 375,952,338
Total non recourse debt
(match-funded and other debt) 452,898,555 546,039,226
Shareholders' equity 311,853,122 291,661,090
DATASOURCE: CRIIMI MAE Inc.
CONTACT: For shareholders and securities brokers: Susan B. Railey, of
CRIIMI MAE Inc., +1-301-468-3120; or for news media: James T. Pastore of
Pastore Communications Group LLC, +1-202-546-6451, for CRIIMI MAE Inc.
Web site: http://www.criimimaeinc.com/