UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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For the quarter ended March 31, 2004 |
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Commission file number 1-10360 |
CRIIMI MAE INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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52-1622022 |
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(State
or other jurisdiction of |
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(I.R.S.
Employer |
11200 Rockville Pike
Rockville, Maryland 20852
(301) 816-2300
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of each class |
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Name of
each exchange on |
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Common Stock |
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New York Stock Exchange |
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Series B Cumulative Convertible Preferred Stock |
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New York Stock Exchange |
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Series F Redeemable Cumulative Dividend Preferred Stock |
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New York Stock Exchange |
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Series G Redeemable Cumulative Dividend Preferred Stock |
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New York Stock Exchange |
Securities Registered Pursuant to Section 12(g) of the Act:
None
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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Class |
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Outstanding as of April 30, 2004 |
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Common Stock, $0.01 par value |
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15,473,930 |
CRIIMI MAE INC.
Quarterly Report on Form 10-Q
2
CRIIMI MAE INC.
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March 31, |
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December
31, |
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(unaudited) |
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Assets |
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Mortgage assets: |
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Subordinated CMBS pledged to secure Bear Stearns variable rate secured debt, at fair value |
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$ |
561,137,064 |
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$ |
511,681,345 |
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CMBS pledged to secure Collateralized Bond Obligations, at fair value |
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335,173,766 |
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325,321,411 |
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Other MBS, at fair value |
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3,858,427 |
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3,900,132 |
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Insured mortgage securities pledged to secure Collateralized Mortgage Obligations, at fair value |
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52,781,288 |
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122,376,761 |
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Insured mortgage securities pledged to secure Bear Stearns repurchase agreement, at fair value |
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47,946,769 |
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25,120,897 |
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Equity investments |
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1,139,450 |
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3,530,436 |
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Other assets |
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19,028,884 |
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25,603,905 |
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Receivables |
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12,467,868 |
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24,013,265 |
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Servicing other assets |
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8,160,103 |
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5,964,635 |
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Servicing cash and cash equivalents |
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2,248,574 |
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4,427,615 |
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Other cash and cash equivalents |
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32,875,909 |
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17,271,342 |
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Total assets |
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$ |
1,076,818,102 |
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$ |
1,069,211,744 |
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Liabilities and Shareholders’ Equity |
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Liabilities: |
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Bear Stearns variable rate secured debt |
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$ |
295,000,000 |
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$ |
296,250,000 |
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Bear Stearns repurchase agreement |
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42,945,428 |
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22,526,000 |
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BREF senior subordinated secured note |
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31,266,667 |
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31,266,667 |
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Securitized mortgage obligations: |
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Collateralized Bond Obligations |
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286,540,905 |
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288,979,376 |
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Collateralized Mortgage Obligations-insured mortgage securities |
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45,170,120 |
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119,237,756 |
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Mortgage payable |
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7,364,228 |
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7,332,404 |
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Payables and accrued expenses |
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10,740,385 |
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10,007,787 |
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Servicing liabilities |
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907,392 |
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1,831,974 |
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Total liabilities |
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719,935,125 |
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777,431,964 |
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Shareholders’ equity: |
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Preferred stock, $0.01 par; 75,000,000 shares authorized; 4,009,992 and 3,424,992 shares issued and outstanding, respectively |
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40,100 |
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34,250 |
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Common stock, $0.01 par; 300,000,000 shares authorized; 15,471,420 and 15,384,648 shares issued and outstanding, respectively |
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154,714 |
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153,846 |
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Accumulated other comprehensive income |
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139,005,190 |
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91,582,756 |
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Deferred compensation |
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(621,629 |
) |
(766,093 |
) |
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Warrants outstanding |
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2,564,729 |
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2,564,729 |
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Additional paid-in capital |
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648,407,273 |
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633,348,675 |
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Accumulated deficit |
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(432,667,400 |
) |
(435,138,383 |
) |
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Total shareholders’ equity |
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356,882,977 |
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291,779,780 |
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Total liabilities and shareholders’ equity |
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$ |
1,076,818,102 |
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$ |
1,069,211,744 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
CRIIMI MAE INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
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For the three months ended March 31, |
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2004 |
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2003 |
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Interest income: |
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CMBS Interest Income: |
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Income from Investment Grade CMBS |
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$ |
6,531,503 |
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$ |
6,557,239 |
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Income from Subordinated CMBS |
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15,759,941 |
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15,514,738 |
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Insured mortgage securities |
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2,018,105 |
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4,651,893 |
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Total interest income |
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24,309,549 |
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26,723,870 |
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Interest and related expenses: |
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Bear Stearns variable rate secured debt |
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3,471,213 |
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2,827,635 |
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BREF senior subordinated secured note |
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1,267,403 |
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1,051,099 |
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Bear Stearns repurchase agreement |
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93,934 |
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— |
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Fixed-rate collateralized bond obligations - CMBS |
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6,481,219 |
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6,540,378 |
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Fixed-rate collateralized mortgage obligations - insured securities |
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1,811,861 |
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5,560,140 |
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Hedging expense |
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11,250 |
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352,322 |
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Other interest expense |
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251,260 |
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236,423 |
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Exit variable-rate secured borrowing |
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— |
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