e8vk
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): August 8, 2006
Commission File Number 1-13610
PMC COMMERCIAL TRUST
(Exact name of registrant as specified in its charter)
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TEXAS
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75-6446078 |
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer Identification No.) |
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17950 Preston Road, Suite 600, Dallas, TX 75252
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(972) 349-3200 |
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(Address of principal executive offices)
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(Registrants telephone number) |
Former name, former address and former fiscal year, if changed since last report: NONE
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 August 8, 2006, PMC Commercial Trust issued a press release describing, among other things,
its results of operations for the three and six months ended June 30, 2006. 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
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
99.1 Press Release dated August 8, 2006.
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: August 9, 2006
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PMC COMMERCIAL TRUST
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By: |
/s/ Barry N. Berlin
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Barry N. Berlin, Chief Financial Officer |
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exv99w1
Exhibit 99.1
FOR IMMEDIATE PRESS RELEASE
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FOR:
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PMC Commercial Trust
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CONTACT:
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Investor Relations |
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17950 Preston Road, Suite 600
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972-349-3235 |
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Dallas, TX 75252 |
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PMC Commercial Trust Announces Second Quarter and Year-To-Date Results
PMC Commercial Trust
AMEX (Symbol PCC)
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Dallas, TX
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August 8, 2006 |
PMC Commercial Trust (AMEX: PCC) announced second quarter and year-to-date results today.
Second Quarter Results
Income from continuing operations increased to $3,490,000 ($0.33 per share) during the three months
ended June 30, 2006 from $1,893,000 ($0.17 per share) during the three months ended June 30, 2005.
For the three months ended June 30, 2006, net income was $3,650,000, or $0.34 per share, compared
to $2,233,000, or $0.20 per share, for the three months ended June 30, 2005.
Revenues increased by $2.3 million from $5.9 million during the three months ended June 30, 2005 to
$8.2 million during the three months ended June 30, 2006. The increase resulted from (1) increased
interest income (approximately $1.1 million) due primarily to increases in variable interest rates
(both prime and LIBOR), (2) the addition of hotel property revenues (approximately $0.6 million)
resulting from the operations of our three properties held for use which commenced in mid-January
2006 and (3) increased income from retained interests in transferred assets of approximately $0.8
million resulting from an increase in yield and the receipt of unanticipated prepayment fees.
These increases were partially offset by a reduction in lease income of approximately $0.3 million.
Expenses increased by $0.5 million from $3.9 million during the second quarter of 2005 to $4.4
million during the second quarter of 2006. This increase was due primarily to (1) increased
interest expense of approximately $0.3 million resulting from increases in variable interest rates
(both prime and LIBOR), (2) $0.4 million of hotel property expenses resulting from the operations
of our three properties held for use that commenced in mid January 2006, (3) increased realized
losses from retained interests in transferred assets of approximately $0.3 million due to increased
anticipated prepayments and (4) provision for loss on rent and related receivables of $0.1 million.
These increases were partially offset by reductions in both provision for loan losses, net, of
approximately $0.1 million and impairment losses of $0.4 million.
Year-to-Date Results
Income from continuing operations increased to $6,714,000 ($0.63 per share) during the six months
ended June 30, 2006 from $5,044,000 ($0.46 per share) during the six months ended June 30, 2005.
For the six months ended June 30, 2006, net income was $8,691,000, or $0.81 per share, compared to
$6,349,000, or $0.58 per share, for the six months ended June 30, 2005.
Revenues increased by $3.3 million from $12.2 million during the six months ended June 30, 2005 to
$15.5 million during the six months ended June 30, 2006. The increase resulted from (1) increased
interest income (approximately $2.3 million) due primarily to increases in variable interest rates
(both prime and LIBOR), (2) the addition of hotel property revenues (approximately $1.0 million)
resulting from the operations of our three properties held for use which commenced in mid January
2006 and (3) increased income from retained interests in transferred assets of approximately $0.5
million resulting from an increase in yield. These increases were partially offset by a reduction
in lease income of approximately $0.5 million.
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PMC COMMERCIAL TRUST Page 2
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Earnings Press Release
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August 8, 2006 |
Expenses increased by $1.6 million from $6.8 million during the six months ended June 30, 2005 to
$8.4 million during the six months ended June 30, 2006. This increase was due primarily to (1)
increased interest expense of approximately $0.7 million resulting from increases in variable
interest rates (both prime and LIBOR), (2) approximately $0.8 million of hotel property expenses
resulting from the operations of our three properties held for use that commenced in mid January
2006, (3) provision for loss on rent and related receivables of $0.4 million and (4) increased
realized losses from retained interests in transferred assets of approximately $0.4 million due to
increased anticipated prepayments. These increases were partially offset by reductions in both
provision for loan losses, net, of approximately $0.2 million and impairment losses of $0.4
million.
Dr. Andrew S. Rosemore, Chairman of the Board, stated, As you are aware, in January, we gained
possession of 15 hotel properties that were formerly either leased or owned by Arlington. At that
time, we anticipated disposing of all but four before the end of 2006. Through our concentrated
effort, only three of these properties remain. Since the remaining properties have financing that
was assumed at the time of purchase that economically precludes early pay-off, we have obtained
firm commitments to re-lease these assets under favorable terms, subject to final lender approval.
The 12 properties were sold at approximately $3.1 million above their net book value during the
first six months of 2006.
With the conclusion of our property sales, we are continuing our focus on our lending operations.
The profitability of our lending division has continued to improve with net income of this division
increasing during the first half of the year by approximately $1.9 million to approximately $7.7
million in 2006.
As stated previously, we recently received national Preferred Lender Provider (PLP) status for
our SBA 7(a) lending program. PLP status is the highest SBA lender rating which is awarded to
lenders whose underwriting, closing procedures, servicing, policies and lending outcomes are
exemplary. This delegated PLP authority should provide our customers with an expedited loan process
and, as a result, increase our 7(a) loan volume. These loans have historically been very profitable
for our company.
The following tables contain comparative selected financial data as of June 30, 2006 and December
31, 2005 and for the three and six months ended June 30, 2006 and 2005:
FINANCIAL POSITION INFORMATION
(In thousands)
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June 30, |
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December 31, |
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Increase |
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2006 |
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2005 |
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(Decrease) % |
Loans receivable, net |
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$ |
158,422 |
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$ |
157,574 |
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1 |
% |
Retained interests in transferred assets |
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$ |
59,101 |
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$ |
62,991 |
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(6 |
%) |
Real estate investments |
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$ |
6,207 |
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$ |
23,550 |
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(74 |
%) |
Total assets |
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$ |
242,248 |
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$ |
259,192 |
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(7 |
%) |
Debt |
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$ |
70,348 |
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$ |
87,615 |
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(20 |
%) |
Total beneficiaries equity |
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$ |
158,196 |
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$ |
157,017 |
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1 |
% |
Shares outstanding |
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10,751 |
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10,766 |
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-2-
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PMC COMMERCIAL TRUST Page 3
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Earnings Press Release
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August 8, 2006 |
RESULTS OF OPERATIONS
(Dollars in thousands, except per share information)
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Six Months Ended June 30, |
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Three Months Ended June 30, |
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2006 |
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2005 |
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Inc (Dec) % |
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2006 |
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2005 |
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Inc (Dec) % |
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Income: |
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Interest income |
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$ |
7,611 |
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$ |
5,312 |
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43 |
% |
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$ |
3,929 |
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$ |
2,825 |
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39 |
% |
Lease income |
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58 |
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589 |
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(90 |
%) |
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290 |
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(100 |
%) |
Income from retained interests in transferred assets |
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4,935 |
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4,426 |
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12 |
% |
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2,682 |
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1,899 |
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41 |
% |
Hotel property revenues |
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1,014 |
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N/A |
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580 |
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N/A |
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Other income |
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1,846 |
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1,856 |
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(1 |
%) |
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972 |
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899 |
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8 |
% |
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Total income |
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15,464 |
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12,183 |
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27 |
% |
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8,163 |
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5,913 |
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38 |
% |
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Expenses: |
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Interest |
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2,894 |
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2,193 |
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32 |
% |
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1,434 |
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1,161 |
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24 |
% |
Depreciation |
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119 |
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162 |
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(27 |
%) |
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57 |
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81 |
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(30 |
%) |
Salaries and related benefits |
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2,273 |
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2,229 |
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2 |
% |
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1,213 |
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1,174 |
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3 |
% |
General and administrative |
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1,230 |
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1,281 |
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(4 |
%) |
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623 |
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684 |
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(9 |
%) |
Hotel property expenses |
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793 |
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N/A |
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410 |
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N/A |
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Impairment losses |
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435 |
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(100 |
%) |
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435 |
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(100 |
%) |
Realized losses on retained interests in transferred assets |
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584 |
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231 |
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153 |
% |
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536 |
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210 |
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155 |
% |
Provision for loss on rent and related receivables |
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425 |
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N/A |
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125 |
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N/A |
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Provision for loan losses, net |
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53 |
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269 |
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(80 |
%) |
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2 |
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116 |
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(98 |
%) |
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Total expenses |
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8,371 |
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6,800 |
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23 |
% |
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4,400 |
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3,861 |
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14 |
% |
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Income before income tax provision, minority interest,
and discontinued operations |
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7,093 |
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5,383 |
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32 |
% |
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3,763 |
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2,052 |
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83 |
% |
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Income tax provision |
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(334 |
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(294 |
) |
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14 |
% |
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(250 |
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(136 |
) |
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84 |
% |
Minority interest (preferred stock dividend of subsidiary) |
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(45 |
) |
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(45 |
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(23 |
) |
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(23 |
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Income from continuing operations |
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6,714 |
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5,044 |
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33 |
% |
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3,490 |
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1,893 |
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84 |
% |
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Discontinued operations |
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1,977 |
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1,305 |
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51 |
% |
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160 |
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340 |
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(53 |
%) |
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Net income |
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$ |
8,691 |
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$ |
6,349 |
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37 |
% |
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$ |
3,650 |
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$ |
2,233 |
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63 |
% |
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Basic weighted average shares outstanding |
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10,745 |
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10,882 |
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10,744 |
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10,887 |
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Basic and diluted earnings per share: |
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Income from continuing operations |
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$ |
0.63 |
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$ |
0.46 |
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37 |
% |
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$ |
0.33 |
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$ |
0.17 |
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94 |
% |
Discontinued operations |
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0.18 |
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0.12 |
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50 |
% |
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|
0.01 |
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|
0.03 |
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(67 |
%) |
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Net income |
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$ |
0.81 |
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$ |
0.58 |
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40 |
% |
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$ |
0.34 |
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$ |
0.20 |
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70 |
% |
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-3-
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PMC COMMERCIAL TRUST Page 4
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Earnings Press Release
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August 8, 2006 |
REAL ESTATE INVESTMENT TRUST (REIT) TAXABLE INCOME
Taxable REIT 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 taxable REIT income:
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Six Months Ended |
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Three Months Ended |
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June 30, |
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June 30, |
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2006 |
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2005 |
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2006 |
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2005 |
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(In thousands) |
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Net income |
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$ |
8,691 |
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$ |
6,349 |
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$ |
3,650 |
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$ |
2,233 |
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Less: taxable REIT subsidiaries net income, net of tax |
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(621 |
) |
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(459 |
) |
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(443 |
) |
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(230 |
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Add: book depreciation |
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128 |
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|
866 |
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|
57 |
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|
429 |
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Less: tax depreciation |
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(359 |
) |
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(720 |
) |
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(26 |
) |
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(360 |
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Book/tax difference on property sales |
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566 |
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291 |
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216 |
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|
330 |
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Book/tax difference on lease income |
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(1,094 |
) |
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(713 |
) |
Book/tax difference on retained interests in
transferred assets, net |
|
|
949 |
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1,549 |
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|
721 |
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|
1,034 |
|
Impairment losses |
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|
43 |
|
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|
1,854 |
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|
1,854 |
|
Provision for loss on rent and related receivables |
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|
425 |
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|
125 |
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Book/tax difference on loans receivable |
|
|
(887 |
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|
237 |
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2 |
|
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|
125 |
|
Other book/tax differences, net |
|
|
(251 |
) |
|
|
(200 |
) |
|
|
(255 |
) |
|
|
(161 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REIT taxable income |
|
$ |
8,684 |
|
|
$ |
8,673 |
|
|
$ |
4,047 |
|
|
$ |
4,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common distributions declared |
|
$ |
6,449 |
|
|
$ |
7,076 |
|
|
$ |
3,226 |
|
|
$ |
3,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
10,745 |
|
|
|
10,882 |
|
|
|
10,744 |
|
|
|
10,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 COMPANYS 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 STOCK, WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE CURRENTLY ANTICIPATED. 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 SUBSEQUENT EVENTS OR CIRCUMSTANCES.
-4-