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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From _______to ________ Commission File Number: 1-13610 PMC COMMERCIAL TRUST (Exact name of registrant as specified in its charter) TEXAS 75-6446078 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 18111 PRESTON ROAD, SUITE 600, DALLAS, TX 75252 (972) 349-3200 (Address of principal executive offices) (Registrant's telephone number) Securities registered pursuant to Section 12(b) of the Act: COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE 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 [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of the Common Shares of Beneficial Interest on February 26, 1999 as reported on the American Stock Exchange, was approximately $ 92 million. Common Shares of Beneficial Interest held by each officer and trust manager and by each person who owns 10% or more of the outstanding Common Shares of Beneficial Interest have been excluded because such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 26, 1999, Registrant had outstanding 6,523,311 Common Shares of Beneficial Interest. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year covered by this Form 10-K with respect to the Annual Meeting of Shareholders to be held on May 12, 1999 are incorporated by reference into Part III. 1 2 EXPLANATORY NOTE This Amendment No.1 to Form 10-K is being filed by PMC Commercial Trust (the "Company") to correct an EDGAR computer conversion inputting error which inadvertently modified certain cash flow numbers on the Company's Consolidated Statements of Cash Flows as originally filed with the Form 10-K. The items in the "Cash flows from operating activities", more specifically the "Change in other liabilities" and the "Net cash flows provided by operating activities" should be as set forth on the revised Consolidated Statements of Cash Flows filed herewith. 2 3 PMC COMMERCIAL TRUST AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL STATEMENTS. 3
Years ended December 31, ------------------------------------ 1998 1997 1996 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income ............................................... $ 11,371 $ 10,389 $ 7,177 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ......................................... 976 -- -- Accretion of discount and fees ....................... (838) (820) (453) Amortization of organization and borrowing costs ..... 267 103 83 Provision for loan losses ............................ 40 60 -- Commitment fees collected, net ....................... 590 569 1,270 Construction monitoring fees collected, net .......... 78 (4) 244 Changes in operating assets and liabilities: Accrued interest receivable ...................... (132) (39) (205) Other assets ..................................... (257) 18 7 Interest payable ................................. 312 (57) 183 Borrower advances ................................ (643) (2,971) 3,823 Due to affiliates ................................ 888 (281) (220) Other liabilities ................................ 1,567 27 152 -------- -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES .................. 14,219 6,994 12,061 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Loans funded ............................................. (42,968) (43,129) (40,430) Principal collected ...................................... 32,126 25,843 7,181 Purchase of real estate .................................. (62,750) -- -- Investment in restricted investments, net ................ (7,523) (3,007) (2,759) -------- -------- -------- NET CASH USED IN INVESTING ACTIVITIES ...................... (81,115) (20,293) (36,008) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common shares ................. 2,132 5,038 38,286 Proceeds from issuance of notes payable ................. 66,100 -- 29,500 Payment of principal on notes payable ................... (17,669) (7,927) (2,852) Net proceeds (payments) on Revolver ..................... 28,235 -- (7,920) Payment of dividends .................................... (11,089) (9,744) (6,294) Payment of borrowing costs .............................. (624) -- (450) Payment of issuance costs ............................... -- (16) (547) -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ........ 67,085 (12,649) 49,723 -------- -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....... 189 (25,948) $ 25,776 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ............... 36 25,984 $ 208 -------- -------- -------- CASH AND CASH EQUIVALENTS, END OF YEAR ..................... $ 225 $ 36 $ 25,984 ======== ======== ======== SUPPLEMENTAL DISCLOSURES: Dividends reinvested .................................... $ 284 $ 419 $ 210 ======== ======== ======== Dividends declared, not paid ............................ $ 2,967 $ 2,749 $ 2,495 ======== ======== ======== Interest paid ........................................... $ 4,334 $ 1,687 $ 1,617 ======== ======== ======== 4 SIGNATURES 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. Dated: April 2, 1999 PMC COMMERCIAL TRUST By: /s/ Barry N. Berlin ----------------------------------- Barry N. Berlin Chief Financial Officer 4