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): November 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:
o |
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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 November 8, 2006, PMC Commercial Trust issued a press release describing, among other
things, its results of operations for the three and nine months ended September 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
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Exhibits |
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99.1 |
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Press Release dated November 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: November 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
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 Third Quarter and Year-To-Date Results
PMC Commercial Trust
AMEX (Symbol PCC)
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Dallas, TX
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November 8, 2006 |
PMC Commercial Trust (AMEX: PCC) announced third quarter and year-to-date results today.
Third Quarter Results
Income from continuing operations increased to $3,945,000 ($0.37 per share) during the three months
ended September 30, 2006 from $1,442,000 ($0.14 per share) during the three months ended September
30, 2005. For the three months ended September 30, 2006, net income was $3,976,000, or $0.37 per
share, compared to $2,004,000, or $0.19 per share, for the three months ended September 30, 2005.
Our income from continuing operations increased by $2,503,000 during the three months ended
September 30, 2006 primarily as a result of (1) an increase in interest income of $1,088,000 due
primarily to increases in variable interest rates; (2) an increase in other income of $583,000 due
primarily to increased prepayment fees; (3) a decrease in losses of $536,000; and (4) a gain from
early extinguishment of debt of $563,000 resulting from the repayment of approximately $7.3 million
of debentures with unamortized premiums.
Our discontinued operations decreased by approximately $531,000 to $31,000 during the three months
ended September 30, 2006 from $562,000 ($0.05 per share) during the three months ended September
30, 2005. Significant changes between these periods were net gains on property sales decreased
by $1,033,000 partially offset by increased net earnings from our hotel properties of $367,000.
Revenues increased by $2.0 million from $6.3 million during the three months ended September 30,
2005 to $8.3 million during the three months ended September 30, 2006. The increase resulted from
(1) increased interest income (approximately $1.1 million) due primarily to increases in variable
interest rates, (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 other income (approximately $0.6 million) resulting primarily from an increase in
prepayment fees.
Expenses remained constant at $4.6 million during the third quarters of 2005 and 2006. We had $0.5
million of hotel property expenses resulting from the operations of our three properties held for
use that commenced in mid-January 2006 offset by a decrease in losses of $0.5 million.
Year-to-Date Results
Income from continuing operations increased to $10,659,000 ($0.99 per share) during the nine months
ended September 30, 2006 from $6,486,000 ($0.59 per share) during the nine months ended September
30, 2005. For the nine months ended September 30, 2006, net income was $12,667,000, or $1.18 per
share, compared to $8,353,000, or $0.76 per share, for the nine months ended September 30, 2005.
Our income from continuing operations increased by $4,173,000 during the nine months ended
September 30, 2006 primarily as a result of: (1) an increase in interest income of $3,387,000 due
primarily to increases in variable interest rates; (2) an increase in other income of $573,000 due
primarily to increased prepayment fees; and (3) a gain from early extinguishment of debt of
$563,000 resulting from the repayment of approximately $7.3 million of debentures with unamortized
premiums; partially offset by an increase in interest expense of $814,000 due primarily to an
increase in variable interest rates.
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PMC COMMERCIAL TRUST Page 2
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Earnings Press Release
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November 8, 2006 |
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Our discontinued operations increased by $141,000 to $2,008,000 ($0.19 per share) during the nine
months ended September 30, 2006 from $1,867,000 ($0.17 per share) during the nine months ended
September 30, 2005. Significant changes between these periods were impairment losses that
decreased by $1,460,000 partially offset by decreased net earnings from our hotel properties of
$1,191,000.
Revenues increased by $5.3 million from $18.5 million during the nine months ended September 30,
2005 to $23.8 million during the nine months ended September 30, 2006. The increase resulted from
(1) increased interest income (approximately $3.4 million) due primarily to increases in variable
interest rates, (2) the addition of hotel property revenues (approximately $1.7 million) resulting
from the operations of our three properties held for use which commenced in mid-January 2006 and
(3) increased other income (approximately $0.6 million) resulting primarily from an increase in
prepayment fees. These increases were partially offset by a reduction in lease income of
approximately $0.7 million.
Expenses increased by $1.5 million from $11.5 million during the nine months ended September 30,
2005 to $13.0 million during the nine months ended September 30, 2006. This increase was primarily
due to increased interest expense of approximately $0.8 million resulting from increases in
variable interest rates and approximately $1.3 million of hotel property expenses resulting from
the operations of our three properties held for use that commenced in mid-January 2006. These
increases were partially offset by a decrease in losses of approximately $0.4 million.
Our third quarter and year-to-date earnings during 2006 have been positively impacted by increases
in variable rates and comparable period increases in our weighted average portfolio outstanding
when comparing the third quarter and nine months of 2006 to the corresponding periods in 2005. As
a result of the decline in our outstanding loan portfolio ($144.3 million at September 30, 2006
compared to $157.6 million at December 31, 2005), we anticipate that these comparable period
increases may not occur during 2007 and interest income may be negatively impacted.
Dr. Andrew S. Rosemore, Chairman of the Board, stated, While we are pleased with the revenue and
net income performance during the three and nine month periods ended September 30, 2006, we are
faced with challenges to maintain and grow our portfolio. The effect of the yield curve combined
with increased competition has resulted in many of our loans being prepaid during the last nine
months without an increase in loan volume. We anticipate a return to more normal levels of
origination volume during the fourth quarter with a reduction in the interest rates that we charge
for these new loans. We are evaluating opportunities for real estate ownership and further
expansion of our existing lending programs. These initiatives will include renewed emphasis on our
SBA 7(a) Program lending since we have recently received national preferred lender status.
The following tables contain comparative selected financial data as of September 30, 2006 and
December 31, 2005 and for the three and nine months ended September 30, 2006 and 2005:
FINANCIAL POSITION INFORMATION
(In thousands)
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September 30, |
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December 31, |
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Increase |
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2006 |
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2005 |
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(Decrease) % |
Loans receivable, net |
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$ |
144,301 |
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$ |
157,574 |
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(8%) |
Retained interests in transferred assets |
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$ |
57,715 |
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$ |
62,991 |
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(8%) |
Real estate investments |
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$ |
4,454 |
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$ |
23,550 |
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(81%) |
Total assets |
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$ |
218,995 |
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$ |
259,192 |
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(16%) |
Debt |
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$ |
47,758 |
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$ |
87,615 |
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(45%) |
Total beneficiaries equity |
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$ |
159,306 |
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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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November 8, 2006 |
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RESULTS OF OPERATIONS
(Dollars in thousands, except per share information)
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Nine Months Ended September 30, |
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Three Months Ended September 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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$ |
11,588 |
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$ |
8,201 |
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41 |
% |
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$ |
3,977 |
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$ |
2,889 |
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38 |
% |
Lease income |
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58 |
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769 |
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(92 |
%) |
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180 |
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(100 |
%) |
Income from retained interests in transferred assets |
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7,319 |
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6,953 |
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5 |
% |
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2,384 |
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2,527 |
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(6 |
%) |
Hotel property revenues |
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1,653 |
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N/A |
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639 |
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N/A |
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Other income |
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3,170 |
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2,597 |
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22 |
% |
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1,324 |
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741 |
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79 |
% |
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Total income |
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23,788 |
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18,520 |
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28 |
% |
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8,324 |
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6,337 |
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31 |
% |
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Expenses: |
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Interest |
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4,197 |
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3,383 |
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24 |
% |
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1,303 |
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|
1,190 |
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9 |
% |
Depreciation |
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177 |
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221 |
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(20 |
%) |
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58 |
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59 |
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(2 |
%) |
Salaries and related benefits |
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3,437 |
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3,356 |
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2 |
% |
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1,164 |
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1,127 |
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3 |
% |
General and administrative |
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1,976 |
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2,200 |
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(10 |
%) |
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746 |
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919 |
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(19 |
%) |
Hotel property expenses |
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1,319 |
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N/A |
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526 |
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N/A |
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Impairments and provisions |
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1,890 |
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2,299 |
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(18 |
%) |
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828 |
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1,364 |
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(39 |
%) |
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Total expenses |
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12,996 |
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11,459 |
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13 |
% |
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4,625 |
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4,659 |
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(1 |
%) |
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Gain on early extinguishment of debt |
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563 |
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N/A |
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563 |
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N/A |
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Income before income tax provision, minority interest,
and discontinued operations |
|
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11,355 |
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7,061 |
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61 |
% |
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4,262 |
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1,678 |
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154 |
% |
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Income tax provision |
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(629 |
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(508 |
) |
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24 |
% |
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(295 |
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(214 |
) |
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38 |
% |
Minority interest (preferred stock dividend of
subsidiary) |
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(67 |
) |
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(67 |
) |
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(22 |
) |
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(22 |
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Income from continuing operations |
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10,659 |
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6,486 |
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64 |
% |
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3,945 |
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1,442 |
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174 |
% |
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Discontinued operations |
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2,008 |
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1,867 |
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8 |
% |
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31 |
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562 |
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(94 |
%) |
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Net income |
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$ |
12,667 |
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$ |
8,353 |
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52 |
% |
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$ |
3,976 |
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$ |
2,004 |
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|
98 |
% |
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Basic weighted average shares outstanding |
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10,747 |
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10,886 |
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10,751 |
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|
10,894 |
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Basic and diluted earnings per share: |
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Income from continuing operations |
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$ |
0.99 |
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$ |
0.59 |
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68 |
% |
|
$ |
0.37 |
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$ |
0.14 |
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|
164 |
% |
Discontinued operations |
|
|
0.19 |
|
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|
0.17 |
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12 |
% |
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|
0.05 |
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(100 |
%) |
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Net income |
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$ |
1.18 |
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$ |
0.76 |
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55 |
% |
|
$ |
0.37 |
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$ |
0.19 |
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|
95 |
% |
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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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November 8, 2006 |
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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:
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Nine Months Ended |
|
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Three Months Ended |
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|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
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|
2006 |
|
|
2005 |
|
|
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|
(In thousands) |
|
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|
|
|
Net income |
|
$ |
12,667 |
|
|
$ |
8,353 |
|
|
$ |
3,976 |
|
|
$ |
2,004 |
|
Less: taxable REIT subsidiaries net income, net of
tax |
|
|
(1,236 |
) |
|
|
(1,158 |
) |
|
|
(615 |
) |
|
|
(699 |
) |
Add: book depreciation |
|
|
186 |
|
|
|
1,166 |
|
|
|
58 |
|
|
|
300 |
|
Less: tax depreciation |
|
|
(429 |
) |
|
|
(1,175 |
) |
|
|
(70 |
) |
|
|
(455 |
) |
Book/tax difference on property sales |
|
|
561 |
|
|
|
37 |
|
|
|
(4 |
) |
|
|
(254 |
) |
Book/tax difference on lease income |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
1,083 |
|
Book/tax difference on retained interests in
transferred assets, net |
|
|
1,499 |
|
|
|
1,616 |
|
|
|
550 |
|
|
|
67 |
|
Impairment losses |
|
|
43 |
|
|
|
1,989 |
|
|
|
|
|
|
|
135 |
|
Provision for loss on rent and related receivables |
|
|
925 |
|
|
|
|
|
|
|
500 |
|
|
|
|
|
Book/tax difference on amortization and accretion |
|
|
(586 |
) |
|
|
(164 |
) |
|
|
(497 |
) |
|
|
(55 |
) |
Asset valuation |
|
|
(891 |
) |
|
|
291 |
|
|
|
(5 |
) |
|
|
54 |
|
Other book/tax differences, net |
|
|
(217 |
) |
|
|
(42 |
) |
|
|
(55 |
) |
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REIT taxable income |
|
$ |
12,522 |
|
|
$ |
10,902 |
|
|
$ |
3,838 |
|
|
$ |
2,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common distributions declared |
|
$ |
9,674 |
|
|
$ |
10,340 |
|
|
$ |
3,225 |
|
|
$ |
3,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
10,747 |
|
|
|
10,886 |
|
|
|
10,751 |
|
|
|
10,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 -