UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2009
PMC COMMERCIAL TRUST
(Exact name of registrant as specified in its charter)
| TEXAS | 1-13610 | 75-6446078 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 17950 Preston Road, Suite 600, Dallas, TX | 75252 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (972) 349-3200
| (Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On May 8, 2009, PMC Commercial Trust issued a press release describing, among other things, its results of operations for the three months ended March 31, 2009. A copy of the press release is attached as Exhibit 99.1 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibits:
99.1 Press Release dated May 8, 2009.
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 11, 2009
PMC COMMERCIAL TRUST
By: /s/ Barry N. Berlin
Barry N. Berlin, Chief Financial Officer
EXHIBIT INDEX
| Exhibit No. | Description | |
99.1
|
Press Release dated May 8, 2009. |
Exhibit 99.1
FOR IMMEDIATE PRESS RELEASE
FOR:
|
PMC Commercial Trust | CONTACT: | Investor Relations | |||
| 17950 Preston Road, Suite 600 | 972-349-3235 | |||||
| Dallas, TX 75252 | www.pmctrust.com |
PMC Commercial Trust Announces First Quarter Results
PMC Commercial Trust
NYSE Amex (Symbol PCC)
NYSE Amex (Symbol PCC)
| Dallas, TX | May 8, 2009 |
PMC Commercial Trust (NYSE Amex: PCC) announced first quarter results today. Net income for the
first quarter of 2009 was $1,626,000, or $0.15 per share, compared to $3,383,000, or $0.31 per
share, for the first quarter of 2008. Income from continuing operations for the first quarter of
2009 was $1,596,000, or $0.15 per share compared to $3,045,000, or $0.28 per share, for the first
quarter of 2008.
Operating Results
| • | Revenues decreased by $2,431,000 (38%) when comparing the first quarter of 2009 to the
first quarter of 2008 due primarily to (1) a reduction in interest income resulting from the
decline in interest rates, (2) reduced income from retained interests in transferred assets
and (3) reduced other income due primarily to a reduction in prepayment fees. |
| • | Revenues decreased by $1,410,000 (26%) when comparing the first quarter of 2009 to the
fourth quarter of 2008 due primarily to (1) a reduction in interest income resulting from the
decline in interest rates and (2) a decrease in other income . |
| • | Expenses decreased by $918,000 (28%) during the first quarter of 2009 compared to the first
quarter of 2008 due primarily to decreased interest expense and salaries and related benefits. |
| • | In addition to the changes in continuing operations described above, our net income during
the first quarter of 2008 included recognition of $331,000 in gains that had previously been
deferred. |
Interest Rate Sensitivity
| • | Approximately 74% of our retained loans at March 31, 2009 were based on LIBOR or the prime
rate. |
| • | The 90-day LIBOR, on which we base the interest rate we charge to our borrowers, decreased
from 3.88% during the fourth quarter of 2008 to 1.44% during the first quarter of 2009. |
| • | The comparable 90-day LIBOR was 4.73% during the first quarter of 2008. |
| • | The comparable 90-day LIBOR further decreased to 1.21% during the second quarter of 2009. |
Financial Position
| • | Total assets were relatively unchanged at $233.6 million at March 31, 2009 compared to
$227.5 million at December 31, 2008 and $232.2 million at March 31, 2008. |
| • | Total serviced loan portfolio remained relatively unchanged at $275.0 million at March 31,
2009 from $275.5 million at December 31, 2008 and down from $312.5 million as of March 31,
2008. |
| • | Outstanding retained loan portfolio was $194.1 million at March 31, 2009 compared to $180.6
million at December 31, 2008 and $172.9 million as of March 31, 2008. |
Originations
| • | During the first quarter of 2009, we originated $3.5 million of loans. |
| • | We anticipate that 2009 aggregate loan originations will be $20 million to $30 million. |
PMC COMMERCIAL TRUST
|
Earnings Press Release | May 8, 2009 |
Liquidity
| • | Our $45 million revolving credit facility, which matures December 31, 2009, had $27.0
million outstanding at March 31, 2009. |
| • | We sold $4.5 million of SBA 7(a) loans guaranteed portions into the secondary market during
April 2009. |
Dividends
| • | A regular quarterly dividend on our common stock of $0.225 per share was paid on April 13,
2009 to shareholders of record on March 31, 2009. |
| • | We anticipate no less than a $0.16 per share quarterly dividend for the second quarter of
2009. |
Lance B. Rosemore, Chairman of the Board, stated, “As you are aware, the major factors affecting
our company continue to be lack of reasonably priced liquidity and current interest rates. Until
the government initiatives to increase liquidity prove successful, we will continue to emphasize
SBA 7(a) lending. We have recently experienced increased fundings and commitments as liquidity for
the government guaranteed portion of these loans has improved. Interest rates, especially LIBOR,
being at historically low levels have lowered interest income. Over 70% of our retained portfolio
is variable-rate. In the face of this economic environment, our portfolio quality continues to
perform well with minimal loan losses as we continue to adhere to our disciplined underwriting. We
are realizing the overhead savings initiated in October 2008 and continue to control costs.
‘While we face many challenges, we have positioned our company to continue to operate successfully
in this extremely difficult economic environment.”
The following tables contain comparative selected financial data:
FINANCIAL POSITION INFORMATION
(In thousands, except per share information)
| March 31, | December 31, | March 31, | ||||||||||
| 2009 | 2008 | 2008 | ||||||||||
Loans receivable, net |
$ | 193,194 | $ | 179,807 | $ | 172,262 | ||||||
Retained interests in transferred assets |
$ | 24,742 | $ | 33,248 | $ | 47,862 | ||||||
Total assets |
$ | 233,558 | $ | 227,524 | $ | 232,217 | ||||||
Debt |
$ | 71,574 | $ | 61,814 | $ | 64,481 | ||||||
Total beneficiaries’ equity |
$ | 153,023 | $ | 154,362 | $ | 158,671 | ||||||
Shares outstanding |
10,587 | 10,695 | 10,765 | |||||||||
Net asset value per share |
$ | 14.45 | $ | 14.43 | $ | 14.74 | ||||||
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PMC COMMERCIAL TRUST
|
Earnings Press Release | May 8, 2009 |
| Three Months Ended | ||||||||||||
| March 31, | December 31, | March 31, | ||||||||||
| 2009 | 2008 | 2008 | ||||||||||
| (In thousands, except per share information) | ||||||||||||
Revenues: |
||||||||||||
Interest income |
$ | 2,851 | $ | 3,654 | $ | 3,766 | ||||||
Income from retained interests in transferred assets |
916 | 1,122 | 1,919 | |||||||||
Other income |
224 | 625 | 737 | |||||||||
Total revenues |
3,991 | 5,401 | 6,422 | |||||||||
Expenses: |
||||||||||||
Interest expense |
806 | 836 | 1,233 | |||||||||
Salaries and related benefits |
921 | 953 | 1,239 | |||||||||
General and administrative expenses |
443 | 510 | 469 | |||||||||
Severance and related benefits |
— | 235 | — | |||||||||
Impairments and provisions |
207 | 469 | 354 | |||||||||
Total expenses |
2,377 | 3,003 | 3,295 | |||||||||
Income before income tax provision
and discontinued operations |
1,614 | 2,398 | 3,127 | |||||||||
Income tax provision |
(18 | ) | (113 | ) | (82 | ) | ||||||
Income from continuing operations |
1,596 | 2,285 | 3,045 | |||||||||
Discontinued operations |
30 | 6 | 338 | |||||||||
Net income |
$ | 1,626 | $ | 2,291 | $ | 3,383 | ||||||
Basic weighted average shares outstanding |
10,650 | 10,754 | 10,765 | |||||||||
Basic and diluted earnings per share: |
||||||||||||
Income from continuing operations |
$ | 0.15 | $ | 0.21 | $ | 0.28 | ||||||
Discontinued operations |
— | — | 0.03 | |||||||||
Net income |
$ | 0.15 | $ | 0.21 | $ | 0.31 | ||||||
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PMC COMMERCIAL TRUST
|
Earnings Press Release | May 8, 2009 |
REAL ESTATE INVESTMENT TRUST (“REIT”) TAXABLE INCOME
REIT taxable income is presented to assist investors in analyzing our performance and is a measure
that is presented quarterly in our consolidated financial statements and is one of the factors
utilized by our Board of Trust Managers in determining the level of dividends to be paid to our
shareholders.
The following reconciles net income to REIT taxable income:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2009 | 2008 | |||||||
| (In thousands) | ||||||||
Net income |
$ | 1,626 | $ | 3,383 | ||||
Book/tax difference on depreciation |
(14 | ) | (15 | ) | ||||
Book/tax difference on deferred gains from property sales |
(30 | ) | (338 | ) | ||||
Book/tax difference on Retained Interests, net |
(173 | ) | 352 | |||||
Severance payments |
(23 | ) | — | |||||
Book/tax difference on amortization and accretion |
(32 | ) | (47 | ) | ||||
Asset valuation |
92 | 70 | ||||||
Other book/tax differences, net |
16 | 66 | ||||||
Subtotal |
1,462 | 3,471 | ||||||
Less: taxable REIT subsidiaries net income, net of tax |
(13 | ) | (133 | ) | ||||
REIT taxable income |
$ | 1,449 | $ | 3,338 | ||||
Distributions declared |
$ | 2,382 | $ | 2,153 | ||||
Weighted average common shares outstanding |
10,650 | 10,765 | ||||||
CERTAIN MATTERS DISCUSSED IN THIS PRESS RELEASE ARE “FORWARD-LOOKING STATEMENTS” INTENDED TO
QUALIFY FOR THE SAFE HARBORS FROM LIABILITY ESTABLISHED BY THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. THESE FORWARD-LOOKING STATEMENTS CAN GENERALLY BE IDENTIFIED AS SUCH BECAUSE
THE CONTEXT OF THE STATEMENT WILL INCLUDE WORDS SUCH AS THE COMPANY “EXPECTS,” “ANTICIPATES” OR
WORDS OF SIMILAR IMPORT. SIMILARLY, STATEMENTS THAT DESCRIBE THE COMPANY’S FUTURE PLANS,
OBJECTIVES OR GOALS ARE ALSO FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE
SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, INCLUDING THE FINANCIAL PERFORMANCE OF THE COMPANY,
REAL ESTATE CONDITIONS AND MARKET VALUATIONS OF ITS SHARES, WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED. THE COMPANY’S ABILITY TO MEET TARGETED
FINANCIAL AND OPERATING RESULTS, INCLUDING LOAN ORIGINATIONS, OPERATING INCOME, NET INCOME AND
EARNINGS PER SHARE DEPENDS ON A VARIETY OF ECONOMIC, COMPETITIVE, AND GOVERNMENTAL FACTORS,
INCLUDING CHANGES IN REAL ESTATE MARKET CONDITIONS, CHANGES IN INTEREST RATES AND THE COMPANY’S
ABILITY TO ACCESS CAPITAL UNDER ITS CREDIT FACILITY OR OTHERWISE, MANY OF WHICH ARE BEYOND THE
COMPANY’S CONTROL AND WHICH ARE DESCRIBED IN THE COMPANY’S FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION. ALTHOUGH THE COMPANY BELIEVES THE EXPECTATIONS REFLECTED IN ANY
FORWARD-LOOKING STATEMENTS ARE BASED ON REASONABLE ASSUMPTIONS, THE COMPANY CAN GIVE NO ASSURANCE
THAT ITS EXPECTATIONS WILL BE ATTAINED. SHAREHOLDERS, POTENTIAL INVESTORS AND OTHER READERS ARE
URGED TO CONSIDER THESE FACTORS CAREFULLY IN EVALUATING THE FORWARD-LOOKING STATEMENTS. THE
FORWARD-LOOKING STATEMENTS MADE HEREIN ARE ONLY MADE AS OF THE DATE OF THIS PRESS RELEASE AND THE
COMPANY UNDERTAKES NO OBLIGATION TO PUBLICLY UPDATE SUCH FORWARD-LOOKING STATEMENTS TO REFLECT
ANY CHANGES IN EXPECTATIONS, SUBSEQUENT EVENTS OR CIRCUMSTANCES.
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