Form 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One);
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2010
OR
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o |
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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)
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TEXAS
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75-6446078 |
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(State or other jurisdiction
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(I.R.S. Employer Identification No.) |
of incorporation or organization) |
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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) |
Indicate by check mark whether the Registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. YES o NO þ
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 þ NO o
Indicate by check mark whether the Registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the Registrant was required to submit and post such files).
YES o NO o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act
Rule 12b-2). YES o NO þ
As of May 4, 2010, the Registrant had outstanding 10,548,354 Common Shares of Beneficial Interest,
par value $.01 per share.
PMC COMMERCIAL TRUST AND SUBSIDIARIES
INDEX
PART I
Financial Information
ITEM 1.
Financial Statements
1
PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
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March 31, |
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December 31, |
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2010 |
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2009 |
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(Unaudited) |
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ASSETS |
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Loans receivable, net |
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$ |
232,852 |
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$ |
196,642 |
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Cash and cash equivalents |
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6,223 |
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7,838 |
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Restricted cash and cash equivalents |
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5,703 |
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1,365 |
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Retained interests in transferred assets |
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910 |
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12,527 |
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Real estate owned |
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891 |
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5,479 |
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Other assets |
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4,454 |
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4,392 |
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Total assets |
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$ |
251,033 |
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$ |
228,243 |
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LIABILITIES AND EQUITY |
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Liabilities: |
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Junior subordinated notes |
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$ |
27,070 |
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$ |
27,070 |
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Structured notes payable |
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26,789 |
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8,291 |
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Revolving credit facility |
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22,200 |
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23,000 |
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Debentures payable |
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8,174 |
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8,173 |
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Secured borrowings government guaranteed loans |
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6,809 |
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Borrower advances |
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3,234 |
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2,368 |
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Accounts payable and accrued expenses |
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1,987 |
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2,364 |
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Dividends payable |
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1,710 |
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1,731 |
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Deferred income |
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686 |
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686 |
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Redeemable preferred stock of subsidiary |
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1,975 |
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Other liabilities |
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133 |
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127 |
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Total liabilities |
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98,792 |
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75,785 |
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Commitments and contingencies |
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Beneficiaries equity: |
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Common shares of beneficial interest; authorized 100,000,000 shares of $0.01 par value;
11,084,683 shares issued at March 31, 2010 and December 31, 2009,
10,548,354 shares outstanding at March 31, 2010 and December 31, 2009 |
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111 |
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111 |
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Additional paid-in capital |
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152,635 |
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152,611 |
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Net unrealized appreciation of retained interests in transferred assets |
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28 |
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325 |
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Cumulative net income |
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169,430 |
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167,686 |
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Cumulative dividends |
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(165,962 |
) |
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(164,274 |
) |
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156,242 |
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156,459 |
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Less: Treasury stock; at cost, 536,329 shares at March 31, 2010 and December 31, 2009 |
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(4,901 |
) |
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(4,901 |
) |
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Total beneficiaries equity |
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151,341 |
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151,558 |
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Noncontrolling interests cumulative preferred stock of subsidiary |
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900 |
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900 |
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Total equity |
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152,241 |
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152,458 |
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Total liabilities and equity |
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$ |
251,033 |
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$ |
228,243 |
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The accompanying notes are an integral part of these consolidated financial statements.
2
PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
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Three Months Ended |
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March 31, |
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2010 |
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2009 |
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(Unaudited) |
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Revenues: |
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Interest income |
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$ |
3,217 |
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$ |
2,851 |
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Income from retained interests in transferred assets |
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41 |
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916 |
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Other income |
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197 |
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224 |
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Total revenues |
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3,455 |
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3,991 |
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Expenses: |
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Interest |
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989 |
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806 |
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Salaries and related benefits |
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941 |
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921 |
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General and administrative |
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568 |
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443 |
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Permanent impairments on retained interests in transferred assets |
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60 |
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Provision for (reduction of) loan losses, net |
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(202 |
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147 |
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Total expenses |
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2,296 |
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2,377 |
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Income before income tax benefit (provision) and
discontinued operations |
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1,159 |
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1,614 |
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Income tax benefit (provision) |
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108 |
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(18 |
) |
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Income from continuing operations |
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1,267 |
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1,596 |
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Discontinued operations |
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11 |
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30 |
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Net income |
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$ |
1,278 |
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$ |
1,626 |
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Weighted average shares outstanding: |
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Basic |
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10,548 |
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10,650 |
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Diluted |
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10,548 |
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10,650 |
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Basic and diluted earnings per share: |
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Income from continuing operations |
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$ |
0.12 |
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$ |
0.15 |
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Discontinued operations |
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Net income |
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$ |
0.12 |
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$ |
0.15 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
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Three Months Ended |
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March 31, |
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2010 |
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2009 |
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(Unaudited) |
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Net income |
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$ |
1,278 |
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$ |
1,626 |
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Change in unrealized appreciation of retained interests in
transferred assets: |
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Net unrealized appreciation (depreciation) arising during period |
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(29 |
) |
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102 |
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Net realized gains included in net income |
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(3 |
) |
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(15 |
) |
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(32 |
) |
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87 |
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Comprehensive income |
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$ |
1,246 |
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$ |
1,713 |
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The accompanying notes are an integral part of these consolidated financial statements.
4
PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share and per share data)
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Three Months Ended March 31, 2009 |
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Net |
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Unrealized |
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Common |
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Appreciation |
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Shares of |
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of Retained |
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Cumulative |
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Beneficial |
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Additional |
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Interests in |
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Cumulative |
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Preferred |
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Interest |
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Par |
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Paid-in |
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Transferred |
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Net |
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Cumulative |
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Treasury |
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Stock of |
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Total |
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Outstanding |
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Value |
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Capital |
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Assets |
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Income |
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Dividends |
|
|
Stock |
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Subsidiary |
|
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Equity |
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Balances, January 1, 2009 |
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|
10,694,788 |
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|
$ |
111 |
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|
$ |
152,460 |
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|
$ |
620 |
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|
$ |
160,925 |
|
|
$ |
(156,829 |
) |
|
$ |
(3,825 |
) |
|
$ |
900 |
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|
$ |
154,362 |
|
Net
unrealized appreciation |
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|
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|
|
|
|
|
|
|
|
|
|
|
87 |
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|
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|
|
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|
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|
|
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|
87 |
|
Treasury shares, net |
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|
(107,826 |
) |
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|
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(690 |
) |
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(690 |
) |
Share-based compensation expense |
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20 |
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|
|
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|
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|
|
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|
20 |
|
Dividends ($0.225 per share) |
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(2,382 |
) |
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|
|
|
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|
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(2,382 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,626 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,626 |
|
|
|
|
|
|
|
|
|
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|
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|
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|
|
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|
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|
|
|
|
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|
Balances, March 31, 2009 |
|
|
10,586,962 |
|
|
$ |
111 |
|
|
$ |
152,480 |
|
|
$ |
707 |
|
|
$ |
162,551 |
|
|
$ |
(159,211 |
) |
|
$ |
(4,515 |
) |
|
$ |
900 |
|
|
$ |
153,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2010 |
|
|
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|
|
|
|
|
|
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|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
|
|
|
|
Appreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of |
|
|
|
|
|
|
|
|
|
|
of Retained |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative |
|
|
|
|
|
|
Beneficial |
|
|
|
|
|
|
Additional |
|
|
Interests in |
|
|
Cumulative |
|
|
|
|
|
|
|
|
|
|
Preferred |
|
|
|
|
|
|
Interest |
|
|
Par |
|
|
Paid-in |
|
|
Transferred |
|
|
Net |
|
|
Cumulative |
|
|
Treasury |
|
|
Stock of |
|
|
Total |
|
|
|
Outstanding |
|
|
Value |
|
|
Capital |
|
|
Assets |
|
|
Income |
|
|
Dividends |
|
|
Stock |
|
|
Subsidiary |
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, January 1, 2010 |
|
|
10,548,354 |
|
|
$ |
111 |
|
|
$ |
152,611 |
|
|
$ |
325 |
|
|
$ |
167,686 |
|
|
$ |
(164,274 |
) |
|
$ |
(4,901 |
) |
|
$ |
900 |
|
|
$ |
152,458 |
|
Cumulative effect adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(265 |
) |
|
|
466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
201 |
|
Net unrealized depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32 |
) |
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 |
|
Dividends ($0.16 per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,688 |
) |
|
|
|
|
|
|
|
|
|
|
(1,688 |
) |
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances, March 31, 2010 |
|
|
10,548,354 |
|
|
$ |
111 |
|
|
$ |
152,635 |
|
|
$ |
28 |
|
|
$ |
169,430 |
|
|
$ |
(165,962 |
) |
|
$ |
(4,901 |
) |
|
$ |
900 |
|
|
$ |
152,241 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
5
PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(Unaudited) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,278 |
|
|
$ |
1,626 |
|
Adjustments to reconcile net income to net cash used in operating
activities: |
|
|
|
|
|
|
|
|
Depreciation |
|
|
6 |
|
|
|
7 |
|
Permanent impairments on retained interests in transferred assets |
|
|
|
|
|
|
60 |
|
Gains on sales of real estate |
|
|
(76 |
) |
|
|
(30 |
) |
Deferred income taxes |
|
|
(210 |
) |
|
|
(8 |
) |
Provision for (reduction of) loan losses, net |
|
|
(202 |
) |
|
|
147 |
|
Premium income adjustment |
|
|
190 |
|
|
|
33 |
|
Amortization and accretion, net |
|
|
(34 |
) |
|
|
11 |
|
Share-based compensation |
|
|
24 |
|
|
|
20 |
|
Capitalized loan origination costs |
|
|
(77 |
) |
|
|
(57 |
) |
Loans funded, held for sale |
|
|
(9,401 |
) |
|
|
(2,713 |
) |
Proceeds from sale of guaranteed loans |
|
|
|
|
|
|
783 |
|
Principal collected on loans |
|
|
10 |
|
|
|
|
|
Loan fees collected (remitted), net |
|
|
3 |
|
|
|
(14 |
) |
Change in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Other assets |
|
|
25 |
|
|
|
137 |
|
Borrower advances |
|
|
866 |
|
|
|
(757 |
) |
Accounts payable and accrued expenses |
|
|
(309 |
) |
|
|
(47 |
) |
Other liabilities |
|
|
(13 |
) |
|
|
(8 |
) |
|
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(7,920 |
) |
|
|
(810 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Loans funded |
|
|
(1,421 |
) |
|
|
(823 |
) |
Principal collected on loans |
|
|
5,013 |
|
|
|
1,829 |
|
Principal collected on retained interests in transferred assets |
|
|
52 |
|
|
|
103 |
|
Principal collected on mortgage-backed security of affiliate |
|
|
|
|
|
|
11 |
|
Investment in retained interests in transferred assets |
|
|
|
|
|
|
(135 |
) |
Proceeds from sale of real estate owned |
|
|
2,264 |
|
|
|
|
|
Investment in restricted cash and cash equivalents, net |
|
|
(941 |
) |
|
|
(156 |
) |
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
4,967 |
|
|
|
829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Purchase of treasury shares |
|
|
|
|
|
|
(690 |
) |
Proceeds from (repayment of) revolving credit facility, net |
|
|
(800 |
) |
|
|
4,300 |
|
Payment of principal on structured notes payable |
|
|
(772 |
) |
|
|
(86 |
) |
Proceeds from secured borrowings government guaranteed loans |
|
|
6,629 |
|
|
|
|
|
Payment of principal on secured borrowings government guaranteed loans |
|
|
(10 |
) |
|
|
|
|
Redemption of redeemable preferred stock of subsidiary |
|
|
(2,000 |
) |
|
|
|
|
Payment of dividends |
|
|
(1,709 |
) |
|
|
(3,905 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
1,338 |
|
|
|
(381 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(1,615 |
) |
|
|
(362 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of year |
|
|
7,838 |
|
|
|
10,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
6,223 |
|
|
$ |
10,244 |
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these consolidated financial statements.
6
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Basis of Presentation:
The accompanying interim financial statements of PMC Commercial Trust (PMC Commercial or together
with its wholly-owned subsidiaries, we, us or our) have not been audited by independent
accountants. These consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim financial information and
with the instructions to Form 10-Q. Accordingly, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United States for complete
financial statement presentation. In the opinion of management, the financial statements reflect
all adjustments necessary to present a fair statement of our financial position at March 31, 2010
and results of operations for the three months ended March 31, 2010 and 2009. These adjustments are
of a normal recurring nature. All material intercompany balances and transactions have been
eliminated. The results for the three months ended March 31, 2010 are not necessarily indicative
of future financial results. Therefore, these financial statements should be read in conjunction
with the financial statements and notes thereto included in our Annual Report on Form 10-K for the
year ended December 31, 2009.
Certain prior period amounts have been reclassified to conform to the current year presentation.
These reclassifications had no effect on previously reported consolidated net income or cash flows.
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect (1) the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and (2) the reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates. Our most sensitive estimates involve the
valuation of our real estate owned and determination of loan loss reserves.
At December 31, 2009, we had two off-balance sheet securitizations: PMC Joint Venture, L.P. 2000
(the 2000 Joint Venture) and PMC Capital L.P. 1998-1 (the 1998 Partnership). Due to a change
in accounting rules, these qualified special purpose entities were consolidated beginning January
1, 2010. We used the unpaid principal balance method to recognize the assets and liabilities of
these securitizations. The following table summarizes the assets and liabilities of the 2000 Joint
Venture and the 1998 Partnership (which represents a non-cash transaction) which were previously
included as retained interests in transferred assets (Retained Interests):
|
|
|
|
|
|
|
January 1, |
|
|
|
2010 |
|
|
|
(In thousands) |
|
Loans receivable, net |
|
$ |
27,752 |
|
Restricted cash and cash equivalents |
|
|
3,396 |
|
Other assets |
|
|
168 |
|
|
|
|
|
Total assets |
|
$ |
31,316 |
|
|
|
|
|
|
|
|
|
|
Structured notes payable (1) |
|
$ |
19,524 |
|
Other liabilities |
|
|
58 |
|
|
|
|
|
Total liabilities |
|
$ |
19,582 |
|
|
|
|
|
|
|
|
(1) |
|
Includes $254 held by PMC Commercial which was eliminated in
consolidation. |
Note 2. Summary of Significant Accounting Policies:
Our significant accounting policies are included in our Annual Report on Form 10-K for the year
ended December 31, 2009. The following additional policies relate to changes in accounting
principles effective January 1, 2010:
Restricted Cash and Cash Equivalents
Represents the collection and reserve accounts required to be held on behalf of the structured
noteholders as collateral pursuant to the transaction documents. Reserve accounts may be required
to be used to repay the structured noteholders pursuant to the transaction documents.
7
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Secured Borrowings Government Guaranteed Loans
Secured borrowings government guaranteed loans represents legally sold SBA 7(a) loans which are
treated as secured borrowings either temporarily (if the loans were sold for premiums until any
potential contingency period for having to refund the premium has expired) or permanently (if the
loans were sold for excess spread). In addition, secured borrowings include cash premiums received
from the sale of these government guaranteed loans to be recognized as income after a period of at
least 90 days since legally sold portions of loans are treated as secured borrowings until any
potential contingency period for having to refund the premiums has been satisfied.
Note 3. Recently Issued Accounting Pronouncements:
ASC topic 860 (formerly Financial Accounting Standards Board (FASB) No. 166, Accounting for
Transfers of Financial Assets amendment of FASB Statement No. 140) was issued in June 2009. ASC
860 amends the accounting guidance for transfers of financial assets including (1) eliminating the
concept of QSPEs for prospective securitizations, (2) a new unit of account definition that must be
met for transfers of portions of financial assets to be eligible for sale accounting, (3)
clarifications and changes to the derecognition criteria for a transfer to be accounted for as a
sale, (4) a change to the amount of recognized gain or loss on a transfer of financial assets
accounted for as a sale when beneficial interests are received by the transferor, and (5) extensive
new disclosures. ASC 860 was effective for interim and annual reporting periods beginning after
November 15, 2009. This standard affected our accounting for secondary market loan sale
transactions beginning on January 1, 2010, the date we adopted the standard. At a minimum, any
premium income to be recognized is deferred for a period of at least 90 days since legally sold
portions of loans are treated as secured borrowings until any potential contingency period for
having to refund the premiums is satisfied. Upon satisfaction of the contractual contingency
period, both the unpaid principal balance of the guaranteed portion of the loan and the unamortized
balance of the net secured borrowing will be derecognized, with the resulting gain on sale recorded
in that periods income statement. Furthermore, to the extent certain criteria in the new
accounting standard are not met, we are required to permanently treat certain legally sold portions
of loans (primarily those sold for excess spread instead of cash premiums) as secured borrowings
for the life of the loan. For statement of cash flows purposes, proceeds received from the sale of
SBA 7(a) loans are now reflected as a financing activity; whereas previously these proceeds were
reflected as operating activities.
ASC topic 810 (formerly FASB No. 167, Amendments to FASB Interpretation No. 46(R)) was issued in
June 2009. ASC 810 requires an entity to perform an analysis to determine whether the entitys
variable interest or interests give it a controlling financial interest in a variable interest
entity. This analysis identifies the primary beneficiary of a variable interest entity that has
both of the following characteristics: (1) the power to direct the activities of a variable
interest entity that most significantly impact the entitys economic performance and (2) the
obligation to absorb the losses of the entity that could potentially be significant to the variable
interest entity. ASC 810 was effective for interim and annual reporting periods beginning after
November 15, 2009. Our off-balance sheet securitizations were consolidated beginning January 1,
2010, the date we adopted the standard. Determining the carrying amounts of the assets and
liabilities of the securitizations was not practicable and the assets of the securitizations can
only be used to settle obligations of the securitizations; thus, the unpaid principal balance
method was used to recognize assets and liabilities of the securitizations. The difference of
$466,000 between the net amounts added to our consolidated balance sheet as assets and liabilities
and our Retained Interests was recognized as a cumulative effect in our beneficiaries equity.
Unrealized appreciation of Retained Interests of $265,000 was reversed in conjunction with the
consolidation; therefore, the net effect to our beneficiaries equity was an increase of $201,000.
8
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 4. Loans Receivable, net:
Loans receivable, net, consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Commercial mortgage loans (1) |
|
$ |
180,887 |
|
|
$ |
155,137 |
|
SBIC commercial mortgage loans (2) |
|
|
27,582 |
|
|
|
27,854 |
|
SBA 7(a) program loans (3) |
|
|
25,823 |
|
|
|
15,256 |
|
|
|
|
|
|
|
|
Total loans receivable |
|
|
234,292 |
|
|
|
198,247 |
|
Less: |
|
|
|
|
|
|
|
|
Deferred commitment fees, net |
|
|
(201 |
) |
|
|
(348 |
) |
Loan loss reserves |
|
|
(1,239 |
) |
|
|
(1,257 |
) |
|
|
|
|
|
|
|
Loans receivable, net |
|
$ |
232,852 |
|
|
$ |
196,642 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
At March 31, 2010 and December 31, 2009, includes approximately $19.5 million
and $19.8 million of loans, respectively, held as collateral for the outstanding
structured notes of PMC Joint Venture, L.P. 2003 (the 2003 Joint Venture). At March
31, 2010, includes approximately $26.7 million of loans held as collateral for the
outstanding structured notes of the 2000 Joint Venture and the 1998 Partnership. The
remaining loans are held as collateral for our revolving credit facility. |
|
(2) |
|
Originated by our Small Business Investment Company (SBIC) subsidiaries. |
|
(3) |
|
Net of retained loan discounts of $1.4 million and $1.5 million at March 31,
2010 and December 31, 2009, respectively. In addition, at March 31, 2010, due to a
change in accounting rules, approximately $6.6 million (guaranteed loan portion) of
these loans have been sold with the proceeds received from the sale, net of principal
payments made to the purchasers, reflected as secured borrowings government
guaranteed loans (a liability on our consolidated balance sheet). |
The activity in our loan loss reserves was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Balance, beginning of year |
|
$ |
1,257 |
|
|
$ |
480 |
|
Provision for loan losses |
|
|
162 |
|
|
|
147 |
|
Reduction of loan losses |
|
|
(364 |
) |
|
|
|
|
Consolidation of the 2000 Joint Venture and the 1998 Partnership reserves |
|
|
184 |
|
|
|
|
|
Principal balances written-off, net |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
1,239 |
|
|
$ |
616 |
|
|
|
|
|
|
|
|
9
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Information on those loans considered to be impaired loans (loans for which it is probable that the
lender will be unable to collect all amounts due according to the original contractual terms of the
loan) was as follows:
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Impaired loans requiring reserves |
|
$ |
3,820 |
|
|
$ |
3,132 |
|
Impaired loans expected to be fully recoverable |
|
|
532 |
|
|
|
228 |
|
|
|
|
|
|
|
|
Total impaired loans |
|
$ |
4,352 |
|
|
$ |
3,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Average impaired loans |
|
$ |
4,322 |
|
|
$ |
6,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income on impaired loans |
|
$ |
13 |
|
|
$ |
8 |
|
|
|
|
|
|
|
|
Our recorded investment in non-accrual loans at March 31, 2010 and December 31, 2009 was
approximately $8.6 million and $3.2 million, respectively. We did not have any loans past due 90
days or more which were accruing interest at March 31, 2010 or December 31, 2009.
Note 5. Retained Interests:
Our Retained Interests consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Fair Market |
|
|
|
|
|
|
Fair Market |
|
|
|
|
|
|
Value |
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
|
(In thousands) |
|
First Western |
|
$ |
910 |
|
|
$ |
882 |
|
|
$ |
994 |
|
|
$ |
934 |
|
1998 Partnership (1) |
|
|
|
|
|
|
|
|
|
|
1,393 |
|
|
|
1,355 |
|
2000 Joint Venture (1) |
|
|
|
|
|
|
|
|
|
|
10,140 |
|
|
|
9,913 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
910 |
|
|
$ |
882 |
|
|
$ |
12,527 |
|
|
$ |
12,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Effective January 1, 2010, due to a change in accounting rules, we now consolidate
the assets and liabilities of the 1998 Partnership and the 2000 Joint Venture. |
The SBA guaranteed portions of the loans receivable are sold to either dealers in government
guaranteed loans receivable or institutional investors (Secondary Market Loan Sales) when each
individual loan becomes fully funded. Our SBA 7(a) subsidiary has Retained Interests related to
the sale of loans originated pursuant to the SBA 7(a) Program prior to January 1, 2010. Effective
January 1, 2010, based on a change in accounting rules, we no longer record additions to Retained
Interests.
On Secondary Market Loan Sales prior to January 1, 2010, to the extent we retained an excess spread
between the interest rate paid to us from our borrowers and the rate we paid to the purchaser of
the guaranteed portion of the note and the required minimum servicing spread, we established
Retained Interests. In determining the estimated fair value of our Retained Interests related to
Secondary Market Loan Sales completed prior to January 1, 2010, our assumptions at March 31, 2010
included a prepayment speed of 20% per annum and a discount rate of 14.1%.
10
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The following sensitivity analysis of our Retained Interests at March 31, 2010 highlights the
volatility that results when prepayments and discount rates are different than our assumptions:
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Fair |
|
|
|
|
|
|
Value |
|
|
Asset Change (1) |
|
Changed Assumption |
|
(In thousands) |
|
Prepayments increase by 500 basis points per annum |
|
$ |
806 |
|
|
$ |
(104 |
) |
Prepayments increase by 1000 basis points per annum |
|
$ |
724 |
|
|
$ |
(186 |
) |
Discount rates increase by 300 basis points |
|
$ |
856 |
|
|
$ |
(54 |
) |
Discount rates increase by 500 basis points |
|
$ |
823 |
|
|
$ |
(87 |
) |
|
|
|
(1) |
|
Any depreciation of our Retained Interests would be either included in the
accompanying statement of income as a permanent impairment or on our consolidated
balance sheet in beneficiaries equity as an unrealized loss. |
No credit losses are assumed for our Retained Interests since the SBA has guaranteed the payment of
the principal on these loans.
These sensitivities are hypothetical and should be used with caution. Values based on changes in
these assumptions generally cannot be extrapolated since the relationship of the change in
assumptions to the change in estimated fair value is not linear. The effect of a variation in a
particular assumption on the estimated fair value of our Retained Interests is calculated without
changing any other assumption. In reality, changes in one factor are not isolated from changes in
another which might magnify or counteract the sensitivities.
11
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 6. Debt:
Information on our debt was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate |
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
on Underlying |
|
|
|
Carrying Value (1) |
|
|
Coupon Rate at |
|
|
Loans at |
|
|
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
2010 (2) |
|
|
|
(Dollars in thousands, except footnotes) |
|
|
|
|
|
|
|
|
|
|
Structured notes payable (3): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 Joint Venture |
|
$ |
8,014 |
|
|
$ |
8,291 |
|
|
|
2.75 |
% |
|
|
2.79 |
% |
|
|
4.27 |
% (4) |
2000 Joint Venture |
|
|
14,385 |
|
|
|
|
|
|
|
7.28 |
% |
|
|
NA |
|
|
|
9.49 |
% |
1998 Partnership |
|
|
4,390 |
|
|
|
|
|
|
|
2.25 |
% |
|
|
NA |
|
|
|
5.25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,789 |
|
|
|
8,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Junior subordinated notes |
|
|
27,070 |
|
|
|
27,070 |
|
|
|
3.50 |
% |
|
|
3.53 |
% |
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility |
|
|
22,200 |
|
|
|
23,000 |
|
|
|
3.25 |
% |
|
|
3.25 |
% |
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures payable |
|
|
8,174 |
|
|
|
8,173 |
|
|
|
5.90 |
% |
|
|
5.90 |
% |
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured borrowings government guaranteed loans (5): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans sold for premiums |
|
|
2,208 |
|
|
|
|
|
|
|
4.57 |
% |
|
|
NA |
|
|
|
6.00 |
% |
Loans sold for excess spread |
|
|
4,601 |
|
|
|
|
|
|
|
1.61 |
% |
|
|
NA |
|
|
|
5.95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable preferred stock of subsidiary (6) |
|
|
|
|
|
|
1,975 |
|
|
|
NA |
|
|
|
4.00 |
% |
|
|
NA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt |
|
$ |
91,042 |
|
|
$ |
68,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The face amount of debt as of March 31, 2010 and December 31, 2009 was $91,058,000 and
$68,551,000, respectively. |
|
(2) |
|
Represents the weighted average interest rate on the loans underlying the structured notes
payable and secured borrowings government guaranteed loans. |
|
(3) |
|
Beginning January 2010 due to a change in accounting rules, we consolidated the 2000 Joint
Venture and the 1998 Partnership. |
|
(4) |
|
The weighted average rate on the underlying collateral for the 2003 Joint Venture at December
31, 2009 was 4.31%. |
|
(5) |
|
Due to a change in accounting rules, effective January 1, 2010, cash proceeds received from
government guaranteed loans sold for premiums are reflected temporarily as secured borrowings
until any potential contingency period for having to refund the premiums is satisfied and cash
proceeds received from government guaranteed loans sold for excess spread are reflected
permanently as secured borrowings for the life of the loan. For loans sold for premiums, the
spread is 1%; however, the weighted average coupon rate reflects an adjustment for the cash
premium received. |
|
(6) |
|
During March 2010, we redeemed 20,000 shares of $100 par value, 4% cumulative preferred stock
of one of our SBICs held by the SBA due in May 2010. No gain or loss was recorded on the
redemption. |
12
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Principal payments on our debt at March 31, 2010 were as follows (face amount):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured |
|
|
|
|
|
|
|
|
|
|
Notes and |
|
|
|
|
Years Ending |
|
|
|
|
|
Secured |
|
|
All Other |
|
March 31, |
|
Total |
|
|
Borrowings (1) |
|
|
Debt (2) |
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
2011 |
|
$ |
28,299 |
|
|
$ |
6,099 |
|
|
$ |
22,200 |
|
2012 |
|
|
3,993 |
|
|
|
3,993 |
|
|
|
|
|
2013 |
|
|
4,253 |
|
|
|
4,253 |
|
|
|
|
|
2014 |
|
|
8,536 |
|
|
|
4,346 |
|
|
|
4,190 |
|
2015 |
|
|
8,373 |
|
|
|
4,373 |
|
|
|
4,000 |
|
Thereafter |
|
|
37,604 |
|
|
|
10,534 |
|
|
|
27,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
91,058 |
|
|
$ |
33,598 |
|
|
$ |
57,460 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Principal payments are dependent upon cash flows received from the
underlying loans. Our estimate of their repayment is based on scheduled principal
payments on the underlying loans. Our estimate will differ from actual amounts to
the extent we experience prepayments and/or loan losses. In addition, secured
borrowings loans sold for premiums are treated as current due to the potential
contingency period expiring in approximately 90 days. |
|
(2) |
|
Includes our revolving credit facility, junior subordinated notes and
debentures payable. |
Note 7. Earnings Per Share:
The computations of basic earnings per common share are based on our weighted average shares
outstanding. During the three months ended March 31, 2010 and 2009, no shares were added to the
weighted average shares outstanding for purposes of calculating diluted earnings per share as
options were anti-dilutive.
Not included in the computation of diluted earnings per share were outstanding options to purchase
approximately 90,000 common shares during the three months ended March 31, 2010 and 2009, because
the options exercise prices were greater than the average market price of the shares.
Note 8. Dividends Declared:
The Board of Trust Managers declared a $0.16 per common share quarterly dividend to common
shareholders of record on March 31, 2010, which was paid on April 12, 2010.
We have certain covenants within our revolving credit facility which limit our ability to pay out
returns of capital as part of our dividends. These restrictions have not historically limited the
amount of dividends we have paid and management does not believe that they will restrict future
dividend payments.
Note 9. Income Taxes:
PMC Commercial has elected to be taxed as a real estate investment trust (REIT) under the
Internal Revenue Code of 1986, as amended (the Code). To qualify as a REIT, PMC Commercial must
meet a number of organizational and operational requirements, including a requirement that we
distribute at least 90% of our REIT taxable income to our shareholders. As a REIT, PMC Commercial
generally will not be subject to corporate level Federal income tax on net income that is currently
distributed to shareholders. In order to meet our 2009 taxable income distribution requirements,
we will make an election under the Code to treat a portion of the distributions declared in 2010 as
distributions of 2009s REIT taxable income.
PMC Commercial has wholly-owned taxable REIT subsidiaries (TRSs) which are subject to Federal
income taxes. The income generated from the TRSs is taxed at normal corporate rates.
13
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 10. Discontinued Operations:
Our discontinued operations consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Gains on sales of real estate |
|
$ |
76 |
|
|
$ |
30 |
|
Net losses |
|
|
(65 |
) |
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
$ |
11 |
|
|
$ |
30 |
|
|
|
|
|
|
|
|
In January 2010, we sold an asset acquired through foreclosure for cash proceeds of $2.5 million
and recorded a gain of $76,000.
In March 2010, we sold an asset acquired through foreclosure for $2,275,000 and financed the sale
(representing a non-cash reclassification from real estate owned to loans receivable). No gain or
loss was recorded on this transaction.
Note 11. Fair Value Measurements:
At March 31, 2010, Retained Interests was our only asset that was required to be measured at
fair value on a recurring basis. A financial instruments level within the fair value
hierarchy is based on the lowest level of any input that is significant to the fair value
measurement. In general, quoted market prices from active markets for the identical asset
(Level 1 inputs), if available, should be used to value an asset. If quoted prices are not
available for the identical asset, then a determination
should be made if Level 2 inputs are available. Level 2 inputs include quoted prices for similar
assets in active markets or for identical or similar assets in markets that are not active (i.e.,
markets in which there are few transactions for the asset, the prices are not current, price
quotations vary substantially, or in which little information is released publicly). There is
little or no market information for our Retained Interests, thus there are no Level 1 or Level 2
determinations available. Level 3 inputs are unobservable inputs for the asset. Unobservable
inputs are used to measure fair value when observable inputs are not available. These inputs
include our expectations about the assumptions that market participants would use in pricing the
asset in a current transaction.
14
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
We use Level 3 inputs to determine the estimated fair value of our Retained Interests. The
following is activity for our Retained Interests:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Value, beginning of period |
|
$ |
12,527 |
|
|
$ |
33,248 |
|
Principal collections |
|
|
(52 |
) |
|
|
(103 |
) |
Realized gains included in net income (1) |
|
|
(3 |
) |
|
|
(15 |
) |
Investments |
|
|
|
|
|
|
135 |
|
Permanent impairments |
|
|
|
|
|
|
(60 |
) |
Consolidation (2) |
|
|
(11,734 |
) |
|
|
(8,565 |
) |
Cumulative effect adjustment (3) |
|
|
201 |
|
|
|
|
|
Unrealized appreciation (depreciation) |
|
|
(29 |
) |
|
|
102 |
|
|
|
|
|
|
|
|
Value, end of period |
|
$ |
910 |
|
|
$ |
24,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost, end of period |
|
$ |
882 |
|
|
$ |
24,035 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included within income from Retained Interests. |
|
(2) |
|
During the three months ended March 31, 2010, represents the consolidation of the 2000 Joint
Venture and the 1998 Partnership based upon new accounting rules effective January 1, 2010.
During the three months ended March 31, 2009, represents the consolidation of a securitization
which attained its clean-up call provision. |
|
(3) |
|
Based on a change in accounting rules, we consolidated the 2000 Joint Venture and the 1998
Partnership effective January 1, 2010. The difference of $466,000 between the amounts added
to our consolidated balance sheet as assets
and liabilities and our Retained Interests was recognized as a cumulative effect adjustment in
our beneficiaries equity. Unrealized appreciation of Retained Interests of $265,000 was
reversed in conjunction with the consolidation; therefore, the net effect to our beneficiaries
equity was an increase of $201,000. |
We may be required, from time to time, to measure certain other assets at fair value on a
nonrecurring basis. These adjustments to fair value usually result in the recognition of loan loss
reserves on individual loans and valuation reserves on real estate owned based on the estimated
fair value.
15
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For impaired loans measured at fair value on a nonrecurring basis during the three months ended
March 31, 2010 and 2009, the following table provides the carrying value of the related individual
assets at quarter end. We used Level 3 inputs to determine the estimated fair value of our
impaired loans.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for |
|
|
|
|
|
|
|
|
|
|
|
Loan Losses |
|
|
|
Carrying Value at |
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
March 31, (2) |
|
|
|
2010 |
|
|
2009 |
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Impaired loans (1) |
|
$ |
3,955 |
|
|
$ |
6,868 |
|
|
$ |
45 |
|
|
$ |
53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Carrying value represents our impaired loans net of loan loss reserves. Our carrying
value is determined based on managements assessment of the fair value of the collateral based
on numerous factors including operating statistics to the extent available, appraised value of
the collateral, tax assessed value, market environment, etc. |
|
(2) |
|
Represents the net change in the provision for (reduction of) loan losses included in our
income statement related specifically to these loans during the periods presented. |
For real estate owned, our carrying value approximates the estimated fair value at the time of
foreclosure and the lower of cost or market thereafter. We used Level 3 inputs to determine the
estimated fair value of our real estate owned. The carrying value of our real estate owned is
established at the time of foreclosure based upon managements assessment of its fair value based
on numerous factors including operating statistics to the extent available, the appraised value,
tax assessed value, market environment, etc. At March 31, 2010, the carrying value and estimated
fair value of our real estate owned was $891,000.
The estimated fair values of our financial and nonfinancial instruments were as follows at March
31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
Carrying |
|
|
Fair |
|
|
|
Amount |
|
|
Value |
|
|
|
(In thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
Loans receivable, net |
|
$ |
232,852 |
|
|
$ |
226,661 |
|
Retained Interests |
|
|
910 |
|
|
|
910 |
|
Restricted cash and cash equivalents |
|
|
5,703 |
|
|
|
5,703 |
|
Cash and cash equivalents |
|
|
6,223 |
|
|
|
6,223 |
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Structured notes payable |
|
|
26,789 |
|
|
|
26,497 |
|
Secured borrowings government guaranteed loans |
|
|
6,809 |
|
|
|
6,619 |
|
Debentures payable |
|
|
8,174 |
|
|
|
8,054 |
|
Revolving credit facility |
|
|
22,200 |
|
|
|
22,200 |
|
Junior subordinated notes |
|
|
27,070 |
|
|
|
16,353 |
|
In general, estimates of fair value may differ from the carrying amounts of the financial
assets and liabilities primarily as a result of the effects of discounting future cash flows.
Considerable judgment is required to interpret market data and develop estimates of fair value.
Accordingly, the estimates presented may not be indicative of the amounts we could realize in a
current market exchange.
16
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Loans receivable, net: Our loans receivable are recorded at cost and adjusted by net loan
origination fees and discounts. In order to determine the estimated fair value of our loans
receivable, we use a present value technique for the anticipated future cash flows using certain
assumptions including a current discount rate, prepayment tendencies and potential loan losses.
Reserves are established based on numerous factors including, but not limited to, the creditors
payment history, collateral value, guarantor support and other factors. In the absence of a readily
ascertainable market value, the estimated value of our loans receivable may differ from the values
that would be placed on the portfolio if a ready market for the loans receivable existed.
Retained Interests: In order to determine the estimated fair value of our Retained Interests, we
use a present value technique for the anticipated future cash flows using certain assumptions
including a current discount rate and prepayment tendencies.
Restricted cash and cash equivalents: Restricted cash and cash equivalents represent our
collection and reserve accounts of the securitizations. The carrying amount is considered to be a
reasonable estimate of their fair value due to (1) the short maturity of the collection account and
(2) the reserve accounts providing collateral value at their current carrying amounts to the
structured noteholders.
Cash and cash equivalents: The carrying amount is considered to be reasonable estimates of fair
value due to the short maturity of these funds.
Structured notes payable, debentures payable and junior subordinated notes: The estimated fair
value is based on a present value calculation based on prices of the same or similar instruments
after considering market risks, current interest rates and remaining maturities.
Secured borrowings government guaranteed loans: The estimated fair value approximates cost as
the loans were sold in current third-party transactions. In addition, the carrying value of
secured borrowings government guaranteed loans loans sold for premiums approximate their fair
value as the contingency period is expected to expire within 90 days.
Revolving credit facility: The carrying amount is a reasonable estimation of fair value as the
interest rate on this instrument is variable and the short duration to maturity.
Note 12. Commitments and Contingencies:
Loan Commitments
Commitments to extend credit are agreements to lend to a customer provided the terms established in
the contract are met. Our outstanding loan commitments and approvals to fund loans were
approximately $18.1 million at March 31, 2010, the majority of which were for prime-based loans to
be originated by First Western, the government guaranteed portion of which is intended to be sold.
Commitments generally have fixed expiration dates. Since some commitments are expected to expire
without being drawn upon, total commitment amounts do not necessarily represent future cash
requirements.
Operating Lease
We lease office space in Dallas, Texas under a lease which expires in October 2011. Future minimum
lease payments under this lease are as follows:
|
|
|
|
|
Twelve Months |
|
|
|
Ending |
|
|
|
March 31, |
|
Total |
|
|
|
(In thousands) |
|
2011 |
|
$ |
217 |
|
2012 |
|
|
131 |
|
|
|
|
|
|
|
$ |
348 |
|
|
|
|
|
17
PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Employment Agreements
We have employment agreements with our executive officers for three-year terms expiring June 30,
2012. Under certain circumstances, as defined within the agreements, the agreements provide for
severance compensation to the executive officer in a lump sum payment in an amount equal to 2.99
times the average of the last three years annual compensation paid to the executive officer.
Structured Loan Sale Transactions
The documents of the structured loan sale transactions contain provisions (the Credit Enhancement
Provisions) that govern the assets and the inflow and outflow of funds of the entities originally
formed as part of the structured loan sale transactions. The Credit Enhancement Provisions include
specified increased reserve requirements. If, at any measurement date, the loans in structured
loan transactions were delinquent in excess of specified limits or were considered charged-off
loans in accordance with the transaction documents, the Credit Enhancement Provisions would require
an increase in the level of credit enhancement (reserve fund). During the period in which the
Credit Enhancement Provisions were in effect, excess cash flow from the entity, if any, which would
otherwise be distributable to us, would be used to fund the increased credit enhancement levels
until the specified reserve requirement was met and would delay or reduce our distribution. In
general, there can be no assurance that amounts deferred under Credit Enhancement Provisions would
be received in future periods or that future deferrals or losses would not occur. As a result of a
delinquent loan in the 2003 Joint Venture, Credit Enhancement Provisions were triggered during the
first quarter of 2009. As a consequence, cash flows related to this transaction otherwise
distributable to us are being deferred and utilized to fund the increased credit enhancement
requirement. Based on current cash flow assumptions, management anticipates that the funds will be
received in future periods or used to repay the structured notes to the extent we exercise the
clean-up call options.
Litigation
We had significant outstanding claims against Arlington Hospitality, Inc.s and its subsidiary,
Arlington Inns, Inc.s (together Arlington) bankruptcy estates. Arlington objected to our claims
and initiated a complaint in the bankruptcy seeking, among other things, the return of payments
Arlington made pursuant to the property leases and the master lease agreement. While confident
that a substantial portion of our claims would have been allowed and the claims against us would
have been disallowed, due to the exorbitant cost of defense coupled with the likelihood of reduced
available assets in the debtors estates to pay claims, we executed an agreement with Arlington to
settle our claims against Arlington and Arlingtons claims against us. The settlement provides
that Arlington will dismiss its claims seeking the return of certain payments made pursuant to the
property leases and master lease agreement and substantially reduces our claims against the
Arlington estates. The settlement further provides for mutual releases among the parties. The
Bankruptcy Court approved the settlement. Accordingly, there are no remaining assets or
liabilities recorded in the accompanying consolidated financial statements related to this matter.
However, the settlement will only become final upon the Bankruptcy Courts approval of Arlingtons
liquidation plan which was filed during the third quarter of 2007. Due to the complexity of the
bankruptcy, we cannot estimate when, or if, the liquidation plan will be approved.
In the normal course of business we are periodically party to certain legal actions and proceedings
involving matters that are generally incidental to our business (i.e., collection of loans
receivable). In managements opinion, the resolution of these legal actions and proceedings will
not have a material adverse effect on our consolidated financial statements.
Other
If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant
technical deficiencies in the manner in which the loan was originated, funded or serviced by First
Western, the SBA may seek recovery of funds from us. With respect to the guaranteed portion of SBA
loans that have been sold, the SBA will first honor its guarantee and then seek compensation from
us in the event that a loss is deemed to be attributable to technical deficiencies. These terms
are standard representations and warranties that we provide to the SBA at the time we sell the
guaranteed portion of the loan.
18
ITEM 2.
Managements Discussion and Analysis of Financial Condition
and Results of Operations
This Form 10-Q contains certain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are
intended to be covered by the safe harbors created thereby. Such forward-looking statements can be
identified by the use of forward-looking terminology such as may, will, expect, intend,
believe, anticipate, estimate, or continue, or the negative thereof or other variations or
similar words or phrases. These statements include the plans and objectives of management for
future operations, including, but not limited to, plans and objectives relating to future growth of
the loan portfolio and availability of funds. The forward-looking statements included herein are
based on current expectations and there can be no assurance that these expectations will be
attained. Assumptions relating to the foregoing involve judgments with respect to, among other
things, future economic, competitive and market conditions and future business decisions, all of
which are difficult or impossible to predict accurately and many of which are beyond our control.
Although we believe that the assumptions underlying the forward-looking statements are reasonable,
any of the assumptions could be inaccurate and, therefore, there can be no assurance that the
forward-looking statements included in this Form 10-Q will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included herein, the inclusion
of such information should not be regarded as a representation by us or any other person that our
objectives and plans will be achieved. Readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only as of the date they are made.
We do not undertake to update them to reflect changes that occur after the date they are made.
The following discussion of our financial condition at March 31, 2010 and results of
operations for the three months ended March 31, 2010 and 2009 should be read in conjunction with
our Annual Report on Form 10-K for the year ended December 31, 2009. For a more detailed
description of the risks affecting our financial condition and results of operations, see Risk
Factors in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009.
EXECUTIVE SUMMARY
Liquidity
Our revolving credit facility (the Revolver), which is collateralized by PMC Commercials
loans, matures on December 31, 2010. The amount available under the Revolver is currently $35
million. The amount available under the Revolver reduces over time and upon maturity the amount
available will have reduced to $20 million. We are currently addressing the extension of our
facility for an additional year with our lender. We believe that we will be able to extend the
facility upon substantially the same terms and conditions which will exist at December 31, 2010
(i.e., amount available of $20 million).
While we do not believe that our SBA 7(a) loan origination activity will be impacted during
2010, with the reduced availability during 2010 under our Revolver, we may not be able to take
advantage of opportunities to expand our SBA 7(a) platform. We are maintaining our targeted 2010
SBA 7(a) loan origination volume of between $30 million and $40 million. Due to the continuation
of the SBA 7(a) Program increased guaranty percentage through May 2010, we have slightly lowered
our anticipated net capital needs for these originations to between $5 million and $7 million after
the sale of the guaranteed portion of the loans. To the extent we need additional funds for
working capital, there can be no assurance that we would be able to increase the amount available
under any short-term credit facilities or identify other sources of funds with acceptable terms.
General Economic Environment
There has been an increase in mortgage defaults in the broader commercial real estate market
and a belief that these defaults will increase. This increase is due in part to credit market
turmoil and declining property cash flows and property values. In addition, when there are more
foreclosures on commercial real estate properties the property values typically decline even
further as supply exceeds demand in the market for the properties underlying these mortgages. We
have experienced an increase in foreclosure activity. In conjunction with this increase in
foreclosure activity, we have experienced, and will likely continue to experience, an increase in
expenses as costs associated with these properties are incurred. In addition, we may experience an
increase in loan losses and/or impairment losses. Further, our ability to sell our
real estate owned will be affected by many factors, including but not limited to, the number
of potential buyers, number of competing properties on the market and other market conditions.
19
Market Conditions
We are uncertain as to how long the present economic conditions will remain and what shape the
recovery will take. As a result of the prolonged recessionary environment, the availability of
capital for providers of real estate financing has been severely restricted. As a result, capital
providers (including banks and insurance companies) substantially reduced the availability and
increased the cost of debt capital for many companies originating commercial mortgages.
In response, legislators and financial regulators implemented a number of mechanisms designed
to add stability to the financial markets. These programs and other legislative and regulatory
efforts related to the financial markets provided increased liquidity to global financial markets.
However, many of the government sponsored programs were temporary or have been completely utilized.
The expiration of these or other legislative or regulatory initiatives may cause a reduction in
liquidity to the financial markets and as a result, we may need to modify our strategies,
businesses or operations, and incur increased costs in order to satisfy new regulatory requirements
or to compete in a changing business environment. Given the volatile nature of the market and
uncertainties underlying efforts to mitigate or reverse the disruption, we may not timely
anticipate or manage existing, new or additional risks, contingencies or developments. Our failure
to do so could materially and adversely affect our business, financial condition, results of
operations and prospects.
We rely on the market for Secondary Market Loan Sales. This market may diminish and/or the
premiums achieved on selling loans into that market may be reduced which could have a material
adverse effect on our ability to originate new loans.
Strategic Alternatives
The current credit and capital market environment remains unstable. While we continue to
explore and evaluate strategic opportunities, our primary focus is on maximizing the value of our
current investment portfolio and business strategy as well as exploring opportunities for
alternative liquidity sources.
SBA 7(a) Program
As a result of reduced liquidity, we continue to focus on the origination of SBA 7(a) Program
loans which require less capital due to the ability to sell the government guaranteed portion of
such loans. We utilize the SBA 7(a) Program to originate small business loans and then sell the
government guaranteed portion to investors.
The American Recovery and Reinvestment Act (the Stimulus Bill), passed in February 2009,
contained provisions that benefitted the SBA which we believe had a positive impact on our lending
operations. The Stimulus Bill provided the SBA with temporary funding to eliminate fees on SBA
7(a) Program loans and provided increased SBA guarantee percentages on SBA 7(a) Program loans of up
to 90% for certain loans until May 2010, as extended. There is currently legislation being
reviewed by Congress that contains provisions to allow the SBA to support larger loans and provide
more financing options to a larger segment of small businesses including (1) increasing the 7(a)
loan limit from $2 million to $5 million, (2) allowing the 504 loan program to refinance short-term
commercial real estate debt into long-term, fixed-rate loans and (3) extending the authorization to
provide 90% guarantees on 7(a) loans and fee elimination for borrowers on 7(a) and 504 loans
through December 31, 2010. We believe that we would benefit from the increase in 7(a) loan limits,
extension of 90% guarantees on 7(a) loans and fee elimination for borrowers on 7(a) loans. We are
not currently utilizing the 504 program due to our limited liquidity.
Secondary Market Loan Sales
During the first quarter of 2010, we sold $6.6 million of the guaranteed portion of SBA 7(a)
Program loans. Of the loans sold, $2.0 million were sold for cash premiums for total proceeds of
approximately $2.2 million. On the loans sold for cash premiums we will also receive the benefit
of 100 basis points (1%) (the minimum spread required to be retained pursuant to SBA regulations)
for a servicing fee on the sold portion of the loan. The remainder of the sold loans, $4.6
million, were sold for future servicing spreads averaging 433 basis points (including the 100 basis
points required to be retained) and we received no cash premiums (i.e., we received $4.6 million in
sale proceeds). As a result of the new
accounting rules regarding sale treatment for selling the guaranteed portion of our SBA 7(a)
Program loans, no gain is recognized at the time of sale for any of the loan sales.
20
For the loan sales where we received the cash premiums of $190,000, sale treatment will occur
after any contingencies have been satisfied which should occur 90 to 120 days after the proceeds
were received. Accordingly, we expect to record a gain from sale of $190,000 (before cost
allocations) during the second quarter of 2010 relating to these loan sales. Once gains are
recorded, there is no significant difference between the old and new accounting rules for these
types of sales. In effect, the change in the accounting rules is to defer gain recognition for
around 90 days.
The more significant accounting rule change relates to these loans where management believes
the best economic opportunity was to forego the up-front cash premiums in lieu of significant
future servicing spread. On these loan sales, we receive a spread between the rate we collect from
our borrowers and the rate we pay the buyers of the guaranteed portion of the loan. This spread
includes the excess spread of 333 basis points we will receive in future periods in addition to the
SBA mandated 100 basis points.
For tax purposes, since these transactions are legal sales, we are required to record gains
based on present value cash flow techniques consistent with the book accounting treatment utilized
until December 31, 2009. Consequently, for tax purposes, we will record gains of approximately
$500,000 related to these loan sales but will not recognize any gain for book purposes. Instead,
we will record book income as we receive the 433 basis point spread as we service the sold portion
of the loan. Therefore, for book purposes, assuming these loans sold for excess spread pay as
agreed without prepayment or default, we would record approximately $200,000 in net income on the
sold portion of these loans in the 12 months subsequent to selling the loan and over $900,000 in
net income over the first five years of servicing the guaranteed portion of these loans. There can
be no assurance that the loans will remain outstanding until maturity. However, management
believes that the value of the future servicing spreads is greater than the cash premiums we could
have received since the expected life of the loans (and the future incremental cash flows) exceeds
the breakeven point on a present value basis.
The following highlights the difference between selling a loan for cash premium versus selling
a loan for future excess spread:
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
Excess |
|
|
|
Premium |
|
|
Spread |
|
|
|
|
|
|
|
|
|
|
Loan amount |
|
$ |
1,000,000 |
|
|
$ |
1,000,000 |
|
Guaranteed portion |
|
|
90.00 |
% |
|
|
90.00 |
% |
Guaranteed loan amount |
|
$ |
900,000 |
|
|
$ |
900,000 |
|
Rate paid by borrower |
|
|
6.00 |
% |
|
|
6.00 |
% |
Rate paid to purchaser |
|
|
5.00 |
% |
|
|
1.75 |
% |
Total spread on sold portion of loan |
|
|
1.00 |
% |
|
|
4.25 |
% |
Premium percentage |
|
|
10.00 |
% |
|
|
|
|
Proceeds from sale |
|
$ |
990,000 |
|
|
$ |
900,000 |
|
Premium received |
|
$ |
90,000 |
|
|
$ |
|
|
Future servicing spread: |
|
|
|
|
|
|
|
|
Estimated cash flow Year 1 |
|
$ |
8,900 |
|
|
$ |
37,900 |
|
Estimated cash flow Initial 5 years |
|
$ |
42,800 |
|
|
$ |
181,900 |
|
Total cash from sale at the end of 5 years (1) |
|
$ |
1,032,800 |
|
|
$ |
1,081,900 |
|
|
|
|
(1) |
|
Does not include the cash flow from the retained portion of the loan. |
21
LOAN PORTFOLIO INFORMATION
Loan Portfolio Performance
Economic conditions have subjected many of our borrowers to financial stress. The operations
of many of the limited service hospitality properties collateralizing our loans have been
negatively impacted by the prolonged economic recession. We continue to experience increases in payment delinquencies, slow pays, insufficient funds
payments, late fees, non-payment or lack of timely payment of real estate taxes and franchise fees
and borrower requests for deferments of payment.
For real estate secured loans, due to our borrowers equity in their properties, the value of
the underlying collateral, the cash flows from operations of the businesses and other factors such
as having recourse to the guarantors, we have not historically experienced significant losses.
However, if the economy or the commercial real estate market does not improve, we could experience
an increase in credit losses. Additional changes to the facts and circumstances of the individual
borrowers, the limited service hospitality industry and the economy may require the establishment
of significant additional loan loss reserves and the effect on our results of operations and
financial condition may be material.
Loan Activity
During the first three months of 2010 we funded approximately $10.8 million of SBA 7(a)
Program loans. At March 31, 2010, December 31, 2009 and March 31, 2009, our outstanding
commitments to fund loans were approximately $18.1 million, $20.7 million and $6.7 million,
respectively. Depending on liquidity, we expect that fundings during 2010 will be between $30
million and $40 million. These fundings will be predominantly through the SBA 7(a) Program.
In addition to our retained portfolio of approximately $234.3 million at March 31, 2010, we
service approximately $46.7 million of aggregate principal balance of loans sold pursuant to
Secondary Market Loan Sales. During the years ended December 31, 2005 through 2009, certain
securitizations were not included in our retained portfolio but were included in our serviced
portfolio. Effective January 1, 2010, due to a change in accounting rules, we now consolidate all
of our securitizations. Since we retain a residual interest in the cash flows from these loans,
the performance of these loans impacts our profitability and our cash available for dividend
distributions. Therefore, we provide information on both our loans retained (the Retained
Portfolio) and combined with sold loans that we service (the Serviced Portfolio).
Information on our Serviced Portfolio, including prepayment trends, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
(Dollars in thousands) |
|
Serviced Portfolio (1) |
|
$ |
280,995 |
|
|
$ |
273,687 |
|
|
$ |
275,530 |
|
|
$ |
326,368 |
|
|
$ |
397,567 |
|
|
$ |
447,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans funded (2) |
|
$ |
10,828 |
|
|
$ |
30,435 |
|
|
$ |
34,587 |
|
|
$ |
33,756 |
|
|
$ |
51,686 |
|
|
$ |
49,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepayments (3) |
|
$ |
2,476 |
|
|
$ |
12,795 |
|
|
$ |
68,556 |
|
|
$ |
84,137 |
|
|
$ |
91,710 |
|
|
$ |
41,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Prepayments (4) |
|
|
3.6 |
% |
|
|
4.6 |
% |
|
|
21.0 |
% |
|
|
21.2 |
% |
|
|
20.5 |
% |
|
|
8.8 |
% |
|
|
|
(1) |
|
Serviced Portfolio outstanding at the period ended before loan loss reserves and
deferred commitment fees. |
|
(2) |
|
During the years ended December 31 and the three months ended March 31, 2010. |
|
(3) |
|
As of the period ended. Does not include balloon maturities of SBA 504 program
loans. |
|
(4) |
|
Represents prepayments as a percentage of the Serviced Portfolio outstanding as of
the beginning of the applicable year. For the three months ended March 31, 2010,
represents annualized prepayments as a percentage of our Serviced Portfolio outstanding. |
22
Retained Portfolio Rollforward
Loans originated and principal repayments on our Retained Portfolio were as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Loans Originated: |
|
|
|
|
|
|
|
|
Loans Funded: |
|
|
|
|
|
|
|
|
SBA 7(a) Program loans |
|
$ |
10,782 |
|
|
$ |
3,536 |
|
Commercial mortgage loans |
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
Total loans funded |
|
|
10,822 |
|
|
|
3,536 |
|
|
|
|
|
|
|
|
|
|
Other Loan Transactions: |
|
|
|
|
|
|
|
|
2002 Joint Venture (1) |
|
|
|
|
|
|
12,570 |
|
2000 Joint Venture (2) |
|
|
22,912 |
|
|
|
|
|
1998 Partnership (2) |
|
|
5,024 |
|
|
|
|
|
Loan originated in connection with the sale of
real estate owned |
|
|
2,275 |
|
|
|
|
|
|
|
|
|
|
|
|
Total loans originated |
|
$ |
41,033 |
|
|
$ |
16,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Repayments: |
|
|
|
|
|
|
|
|
Scheduled principal payments |
|
$ |
2,796 |
|
|
$ |
1,829 |
|
Prepayments |
|
|
2,217 |
|
|
|
|
|
Proceeds from sale of SBA 7(a) guaranteed loans |
|
|
|
|
|
|
783 |
|
|
|
|
|
|
|
|
Total principal repayments |
|
$ |
5,013 |
|
|
$ |
2,612 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
We reached our clean-up call provision resulting in loans which were previously
off-balance sheet being included in our Retained Portfolio. |
|
(2) |
|
Due to a change in accounting rules effective January 1, 2010, the 2000 Joint Venture
and the 1998 Partnership are now consolidated and included in our Retained Portfolio. |
Interest Rate and Yield Information
Interest rate and yield information on our Retained Portfolio were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average contractual interest
rate |
|
|
5.7 |
% |
|
|
5.3 |
% |
|
|
6.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Annualized average yield (1) |
|
|
5.8 |
% |
|
|
5.5 |
% |
|
|
5.9 |
% |
|
|
|
(1) |
|
For the three month periods ended March 31, 2010 and 2009 and for the year
ended December 31, 2009. In addition to interest income, the annualized average yield
includes all fees earned and is adjusted by the provision for (reduction of) loan
losses, net. |
The LIBOR and the prime rate used in determining interest rates to be charged to our borrowers
during the second quarter of 2010 (set on April 1, 2010) is 0.29% and 3.25%, respectively, while
the LIBOR and prime rate charged during the first quarter of 2010 (set on January 1, 2010) was
0.25% and 3.25%, respectively. To the extent LIBOR or the prime rate changes, we will have changes
in interest income from our variable-rate loans.
23
Retained Portfolio Breakdown
Our Retained Portfolio was comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Retained Portfolio |
|
|
Interest |
|
|
Retained Portfolio |
|
|
Interest |
|
|
|
Amount |
|
|
% |
|
|
Rate |
|
|
Amount |
|
|
% |
|
|
Rate |
|
|
|
(Dollars in thousands) |
|
Variable-rate LIBOR |
|
$ |
133,102 |
|
|
|
57.2 |
% |
|
|
4.0 |
% |
|
$ |
132,162 |
|
|
|
67.2 |
% |
|
|
4.0 |
% |
Fixed-rate |
|
|
67,358 |
|
|
|
28.9 |
% |
|
|
9.1 |
% |
|
|
45,678 |
|
|
|
23.2 |
% |
|
|
9.0 |
% |
Variable-rate prime |
|
|
32,392 |
|
|
|
13.9 |
% |
|
|
5.5 |
% |
|
|
18,802 |
|
|
|
9.6 |
% |
|
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
232,852 |
|
|
|
100.0 |
% |
|
|
5.7 |
% |
|
$ |
196,642 |
|
|
|
100.0 |
% |
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans
Senior management closely monitors our impaired loans which are classified into two
categories: Problem Loans and Special Mention Loans (together, Impaired Loans). Our Problem
Loans are loans which are not complying with their contractual terms, the collection of the balance
of the principal is considered unlikely and on which the fair value of the collateral is less than
the remaining unamortized principal balance. Our Special Mention Loans are those loans that are
either not complying or had previously not complied with their contractual terms but, in general,
we expect a full recovery of the principal balance through either collection efforts or liquidation
of collateral.
In addition to Impaired Loans, we have watch list loans as determined by management. Watch
List loans are generally loans for which the borrowers are current on their payments; however, they
may be delinquent on their property taxes, have requested a deferment, have franchise issues
(non-payment of fees, loss of franchise and/or failure to meet franchise standards), insurance
defaults or other contractual deficiencies.
At March 31, 2010 and December 31, 2009, we had loan loss reserves of $1,239,000 and
$1,257,000, respectively, including general reserves of $787,000 and $650,000, respectively. Our
provision for loan losses (excluding reductions of loan losses) as a percentage of our weighted
average outstanding loans receivable was 0.07% and 0.08% during the three months ended March 31,
2010 and 2009, respectively. To the extent one or several of our loans experience significant
operating difficulties and we are forced to liquidate the loans, future losses may be substantial.
Our loan categories were as follows on our retained loans receivable (balances represent our
investment in the loans prior to loan loss reserves and deferred commitment fees):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2010 |
|
|
December 31, 2009 |
|
|
December 31, 2008 |
|
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
Amount |
|
|
% |
|
|
|
(Dollars in thousands) |
|
Satisfactory |
|
$ |
215,096 |
|
|
|
91.8 |
% |
|
$ |
177,129 |
|
|
|
89.3 |
% |
|
$ |
156,303 |
|
|
|
86.6 |
% |
Watch List |
|
|
9,937 |
|
|
|
4.3 |
% |
|
|
17,593 |
|
|
|
8.9 |
% |
|
|
12,507 |
|
|
|
6.9 |
% |
Special Mention |
|
|
5,666 |
|
|
|
2.4 |
% |
|
|
759 |
|
|
|
0.4 |
% |
|
|
9,294 |
|
|
|
5.1 |
% |
Problem |
|
|
3,593 |
|
|
|
1.5 |
% |
|
|
2,766 |
|
|
|
1.4 |
% |
|
|
2,501 |
|
|
|
1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
234,292 |
|
|
|
100.0 |
% |
|
$ |
198,247 |
|
|
|
100.0 |
% |
|
$ |
180,605 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
Real Estate Owned and Foreclosure Activity
We begin foreclosure and liquidation proceedings when we determine the pursuit of these
remedies is the most appropriate course of action. Foreclosure and bankruptcy are complex and
sometimes lengthy processes that are subject to Federal and state laws and regulations. We are
currently in the process of foreclosure proceedings on several properties collateralizing our
loans. Historically, subsequent to commencement of the foreclosure process, many borrowers brought
their loans current; thus, we stopped the foreclosure process. Alternatively, borrowers have the
option of seeking Federal bankruptcy protection which could delay the foreclosure process or modify
the terms of the loan agreement. Typically, delays in the foreclosure process will have a negative
impact on our results of operations and/or financial condition due to direct and indirect costs
incurred and possible deterioration of the collateral. It is difficult to determine what impact
the market disruptions will have on our borrowers whose collateral is in the process of foreclosure
and the borrowers ability to become current on their loans.
During the first quarter of 2010, we sold our golf course and limited service hospitality
property included in real estate owned. We are currently marketing to sell our remaining property.
RESULTS OF OPERATIONS
Three Months Ended March 31, 2010 Compared to the Three Months Ended March 31, 2009
Overview
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
|
Change |
|
|
|
2010 |
|
|
2009 |
|
|
$ |
|
|
% |
|
|
|
(Dollars in thousands) |
|
Total revenues |
|
$ |
3,455 |
|
|
$ |
3,991 |
|
|
$ |
(536 |
) |
|
|
(13.4 |
%) |
Total expenses |
|
$ |
2,296 |
|
|
$ |
2,377 |
|
|
$ |
(81 |
) |
|
|
(3.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
1,267 |
|
|
$ |
1,596 |
|
|
$ |
(329 |
) |
|
|
(20.6 |
%) |
Net income |
|
$ |
1,278 |
|
|
$ |
1,626 |
|
|
$ |
(348 |
) |
|
|
(21.4 |
%) |
The comparability of our operations between the first quarter of 2010 and the first
quarter of 2009 was impacted by the consolidation of our previously off-balance sheet
securitizations and the accounting change (effective January 1, 2010) for sale treatment on
Secondary Market Loan Sales. The consolidation of these entities caused a gross-up of our
interest income and interest expense during 2010 as compared to separate one-line revenue
recognition during the first quarter of 2009 as income from Retained Interests.
The impact to our net income related to the change in accounting rules was to defer sale
treatment on loans sold and recorded as secured borrowings on a temporary basis (loans sold for
premiums) for at least 90 days and to eliminate sale treatment on loans sold and recorded as
secured borrowings on a permanent basis (loans sold for excess spread) for the life of the loan
subsequent to December 31, 2009. Therefore, we did not record any premium income during the first
quarter of 2010. We anticipate that we will record approximately $170,000 in premium income
during the second quarter of 2010.
The primary causes of the reduction in net income from the first quarter of 2009 to the first
quarter of 2010 were:
|
|
|
A reduction in LIBOR from 1.44% during the first quarter of 2009 to 0.25% during
the first quarter of 2010. The impact to net income was approximately $300,000; |
|
|
|
Included in income from Retained Interests was approximately $300,000 of income,
primarily unanticipated prepayment fees, during the three months ended March 31, 2009
while there was no comparable revenue during the three months ended March 31, 2010;
and |
|
|
|
An increase in expenses related to loans in the process of foreclosure of $188,000.
We did not have any loans in the process of foreclosure during the first quarter of
2009; partially offset by |
|
|
|
A decrease in provision for (reduction of) loan losses of $349,000 due primarily to
positive changes in (1) the financial condition of certain borrowers and (2)
collateral valuation on a limited service hospitality loan. |
More detailed comparative information on the composition of and changes in our revenues and
expenses is provided below.
25
Revenues
The increase in interest income of $366,000 was primarily attributable to the consolidation of
our previously off-balance sheet securitizations. Interest income attributable to these
securitizations totaled approximately $725,000 during the three months ended March 31, 2010. At
March 31, 2010, approximately 71% of our loans had variable interest rates. The base LIBOR charged
to our borrowers decreased from 1.44% during the three months ended March 31, 2009 to 0.25% during
the three months ended March 31, 2010. On our average LIBOR based portfolio outstanding of $132.6
million during the first quarter of 2010, the 119 basis point drop in LIBOR decreased interest
income by approximately $400,000. To the extent variable rates decline further, they will have a
negative impact on our earnings.
Income from Retained Interests decreased $875,000 due to a change in accounting rules which
required that our off-balance sheet securitizations be consolidated effective January 1, 2010. As
a result, our income from Retained Interests
decreased to $41,000 during the first quarter of 2010. We expect that income from Retained
Interests will remain at its current level during 2010.
Other income consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Servicing income |
|
$ |
78 |
|
|
$ |
95 |
|
Loan related income other |
|
|
58 |
|
|
|
69 |
|
Prepayment fees |
|
|
42 |
|
|
|
|
|
Equity in earnings |
|
|
19 |
|
|
|
19 |
|
Premium income |
|
|
|
|
|
|
9 |
|
Other |
|
|
|
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
$ |
197 |
|
|
$ |
224 |
|
|
|
|
|
|
|
|
Premium income results from the sale of the government guaranteed portion of SBA 7(a) Program
loans into the secondary market. Beginning January 1, 2010, due to a change in accounting rules,
premium income to be recognized is deferred for at least 90 days until any potential contingency
period for having to refund these premiums has been satisfied. Therefore, no premium income was
recorded during the first quarter of 2010. Cash premiums collected during the three months ended
March 31, 2010 totaled approximately $190,000 and are included in secured borrowings government
guaranteed loans on our consolidated balance sheet. We anticipate that we will record
approximately $170,000 in premium income during the second quarter of 2010.
26
Interest Expense
Interest expense consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Structured notes payable |
|
$ |
346 |
|
|
$ |
96 |
|
Junior subordinated notes |
|
|
239 |
|
|
|
319 |
|
Revolver |
|
|
200 |
|
|
|
182 |
|
Debentures payable |
|
|
123 |
|
|
|
123 |
|
Other |
|
|
81 |
|
|
|
86 |
|
|
|
|
|
|
|
|
|
|
$ |
989 |
|
|
$ |
806 |
|
|
|
|
|
|
|
|
The weighted average cost of our funds for the quarter ended March 31, 2010 was 3.9% compared
to 4.6% during the quarter ended March 31, 2009. Interest expense on the junior subordinated notes
decreased as a result of decreases in LIBOR.
Effective January 1, 2010, due to a change in accounting rules, we now consolidate the
structured notes of the 2000 Joint Venture and the 1998 Partnership and their related interest
expense. At March 31, 2010, the 2000 Joint Venture notes of $14.4 million bear interest at a fixed
rate of 7.28% while the 1998 Partnership notes of $4.4 million bear interest at the prime rate less
1%.
In addition to the consolidation of the structured notes payable above, effective January 1,
2010, we now record secured borrowings relating to sales of the guaranteed portion of our SBA 7(a)
loans either temporarily or permanently depending on if the loan is sold for a cash premium or
excess spread.
During March 2010, we redeemed 20,000 shares of $100 par value, 4% cumulative preferred stock
of one of our SBICs held by the SBA due in May 2010. No gain or loss was recorded on the
redemption.
Other Expenses
General and administrative expense increased $125,000 during the three months ended March 31,
2010 compared to the three months ended March 31, 2009. General and administrative expenses are
comprised of (1) corporate overhead including legal and professional expenses, sales and marketing
expenses, public company and regulatory costs and (2) expenses related to assets currently in the
process of foreclosure. Our corporate overhead decreased to $380,000 during the three months ended
March 31, 2010 compared to $443,000 during the three months ended March 31, 2009 primarily related
to a decrease in legal fees related to strategic initiatives. Expenses related to assets currently
in the process of foreclosure totaled $188,000 during the three months ended March 31, 2010
primarily related to a full service hospitality property. These expenses incurred during the
foreclosure process for problem loans are primarily related to property taxes incurred, legal fees,
protection of the asset and operating deficits funded to court-appointed receivers. We expect to
continue to incur general and administrative expenses related to problem loans until the
foreclosure processes are completed; however, we are unable to estimate these expenses at this time
and these expenses may be material. Once the foreclosure processes are completed, we expect that
we will incur net losses which will be included in discontinued operations related to these
properties. We did not have any assets in the process of foreclosure during the three months ended
March 31, 2009.
Provision for (reduction of) loan losses, net, was a reduction of $202,000 during the three
months ended March 31, 2010 compared to a provision of $147,000 during the three months ended March
31, 2009. The reduction of loan losses during the three months ended March 31, 2010 was primarily
related to positive changes in (1) the financial condition of certain borrowers and (2) collateral
valuation on a limited service hospitality loan. The provision for loan losses during the three
months ended March 31, 2009 was primarily due to devaluations of collateral of limited service
hospitality properties.
27
Income tax benefit (provision) was a benefit of $108,000 during the three months ended March
31, 2010 compared to a provision of $18,000 during the three months ended March 31, 2009. A net
income tax benefit of approximately $146,000 was recorded by one of our taxable REIT subsidiaries
as a result of a book loss while current income tax expense of the subsidiary was approximately
$75,000. The reason for the difference is the new accounting rules that defer gain recognition
treatment on Secondary Market Loan Sales. During the quarter ended March 31, 2010, significant
gains of approximately $700,000 were deferred for book purposes and recorded as gains for income
tax purposes.
Discontinued Operations
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Gains on sales of real estate |
|
$ |
76 |
|
|
$ |
30 |
|
Net losses |
|
|
(65 |
) |
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
$ |
11 |
|
|
$ |
30 |
|
|
|
|
|
|
|
|
Gains on sales of real estate represent income recognition on previously deferred gains during
the three months ended March 31, 2009 and the gain on the sale of an asset acquired through
foreclosure during the three months ended March 31, 2010.
We incurred net holding period losses included in discontinued operations of $65,000 during
the three months ended March 31, 2010 primarily related to the two properties acquired through
foreclosure in 2009 and sold during the first quarter of 2010.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Analysis
Information on our cash flow was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
Change |
|
|
|
(In thousands) |
|
Cash used in operating activities |
|
$ |
(7,920 |
) |
|
$ |
(810 |
) |
|
$ |
(7,110 |
) |
Cash provided by investing activities |
|
$ |
4,967 |
|
|
$ |
829 |
|
|
$ |
4,138 |
|
Cash provided by (used in) financing activities |
|
$ |
1,338 |
|
|
$ |
(381 |
) |
|
$ |
1,719 |
|
Operating Activities
We used cash in operating activities of $7,920,000 during the three months ended March 31,
2010. Due to a change in accounting rules effective January 1, 2010 which delays or eliminates
sale treatment related to our Secondary Market Loan Sales, cash used to originate loans held for
sale are a use of funds from operating activities while proceeds from the sale of guaranteed loans
are now included in financing activities. Operating income was typically used to fund our
dividends. Since operating cash flows also includes lending activities, it is necessary to adjust
our cash flow from operating activities for our lending activities to determine coverage of our
dividends from operations. Therefore, we adjust net cash provided by operating activities to
Modified Cash. Management believes that our modified cash available for dividend distributions
(Modified Cash) is a more appropriate indicator of operating cash coverage of our dividend
payments than cash flow from (used in) operating activities. Modified Cash is calculated by
adjusting our cash from (used in) operating activities by (1) the change in operating assets and
liabilities and (2) loans funded, held for sale, net of proceeds from sale of guaranteed loans and
principal collected on loans (Operating Loan Activity). Modified Cash is one of the measurements
used by our Board of Trust Managers in its determination of dividends and their timing. In respect
to our dividend policy, we believe that the disclosure of Modified Cash adds additional
transparency to our dividend calculation and intentions. However, Modified Cash may differ
significantly from dividends paid due to timing differences between book income and taxable income
and timing of payment of dividends to eliminate or reduce Federal income taxes or excise taxes at
the REIT level.
28
The following reconciles net cash used in operating activities to Modified Cash:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Net cash used in operating activities |
|
$ |
(7,920 |
) |
|
$ |
(810 |
) |
Change in operating assets and liabilities |
|
|
(569 |
) |
|
|
675 |
|
Operating Loan Activity |
|
|
9,401 |
|
|
|
1,930 |
|
|
|
|
|
|
|
|
Modified Cash |
|
$ |
912 |
|
|
$ |
1,795 |
|
|
|
|
|
|
|
|
To the extent Modified Cash does not cover the current dividend distribution rate or if
additional cash is needed based on our working capital needs, the Board may choose to modify its
current dividend policy. During the three months ended March 31, 2010 and 2009, dividend
distributions were greater than our Modified Cash by $787,000 and $2,110,000, respectively. To the
extent we need working capital to fund any shortfall in operating cash flows to cover our dividend
distribution, we would need to borrow the funds from our Revolver or use funds from the repayment
of principal on loans receivable.
Investing Activities
During the three months ended March 31, 2010 and 2009, the primary source of funds was
principal collected on loans, net of loans funded of $3,592,000 and $1,006,000, respectively. In
addition, during the three months ended March 31, 2010, we sold an asset included in real estate
owned and collected cash proceeds of $2,264,000.
Financing Activities
We used funds in financing activities during the three months ended March 31, 2010 and 2009
primarily to pay dividends of $1,709,000 and $3,905,000, respectively, and for the repurchase of
common shares during the three months ended March 31, 2009. Due to a change in accounting rules
effective January 1, 2010, proceeds from Secondary Market Loan Sales are now included within
financing activities compared to operating activities prior to January 1, 2010. Proceeds from
these Secondary Market Loans Sales during the three months ended March 31, 2010 were $6,629,000.
In addition, during the three months ended March 31, 2010, we redeemed $2,000,000 of redeemable
preferred stock of subsidiary due in May 2010. Our primary source of funds in financing activities
during the three months ended March 31, 2009 was net proceeds from our Revolver of $4,300,000.
Sources and Uses of Funds
Liquidity Summary
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing
commitments to repay borrowings, fund loans and other investments, pay dividends, fund debt service
and for other general corporate purposes. Our primary sources of funds to meet our short-term
liquidity needs, including working capital, dividends, debt service and additional investments, if
any, consist of (1) Secondary Market Loan Sales, (2) proceeds from principal and interest payments,
including prepayments, and (3) borrowings under any available short-term credit facilities. We
believe these sources of funds will be sufficient to meet our liquidity requirements in the
short-term. To a lesser extent, and to the extent available to us, we may utilize (1) proceeds
from potential loan and asset sales, (2) new financings or securitization offerings and (3)
proceeds from potential common or preferred equity offerings.
29
Due to current market conditions, we cannot at present access debt capital through new or
increased warehouse lines, new securitization issuances or new trust preferred issuances. However,
there are indications that the securitization market may be available in the future although the
costs are not known and we may not be able to structure a transaction that is cost efficient. We
continue to explore ways to extend or refinance our short-term Revolver; however, in the event we
are not able to extend or refinance our Revolver or successfully secure alternative financing, we
will rely on Modified Cash, principal payments (including prepayments), and (if necessary) proceeds
from asset and loan sales to satisfy these requirements.
If we are unable to make required payments under our borrowings, breach any representation or
warranty of our borrowings or violate any covenant, our lenders may accelerate the maturity of our
debt or require us to liquidate pledged collateral or force us to take other actions. In
connection with an event of default under our Revolver, the lender is permitted to accelerate
repayment of all amounts due, terminate commitments thereunder, and allows the mortgage loan
collateral held as security for the Revolver to be liquidated by the lender to satisfy any balance
outstanding and due pursuant to the Revolver. Any such event may have a material adverse effect on
our liquidity, the value of our common shares and the ability to pay dividends to our shareholders.
Sources of Funds
In general, we require liquidity to originate new loans and repay principal and interest on
our debt. Our operating revenues are typically utilized to pay our operating expenses and
dividends. We have been utilizing principal collections on loans receivable and borrowings under
our Revolver as our primary sources of funds. In addition, historically we utilized a combination
of the following sources to generate funds:
|
|
|
Structured loan financings or sales; |
|
|
|
Issuance of SBA debentures; |
|
|
|
Secondary Market Loan Sales; |
|
|
|
Issuance of junior subordinated notes; and/or |
|
|
|
Common equity issuance. |
As discussed previously, these markets (with the exception of SBA debentures and Secondary
Market Loan Sales) are not available to us at the present time and there can be no assurance that
they will be available in the future. At our current share price, we do not intend to issue common
shares. Since 2004, our working capital has primarily been provided through credit facilities, the
issuance of junior subordinated notes and principal payments (including prepayments) on loans
receivable. Prior to 2004, our primary source of long-term funds was structured loan sale
transactions. At the current time,
there is a limited market for commercial loan asset-backed securitizations. We cannot anticipate
when, or if, this market will be available to us in the future. Until this market becomes more
readily available, our ability to grow is limited.
The limited amount of capital available to originate new loans has caused us to significantly
restrict non-SBA 7(a) Program loan origination activity. Depending on the availability of other
sources of capital including principal prepayments on our loans, we may have to curtail some SBA
7(a) lending opportunities in 2010. A reduction in the availability of the above sources of funds
could have a material adverse effect on our financial condition and results of operations. If
these sources are not available in the future, we may have to originate loans at further reduced
levels or sell assets, potentially on unfavorable terms.
Our Revolver matures December 31, 2010. There can be no assurance that we will be able to
extend or refinance our Revolver. As a result, our ability to grow will be further limited unless
we are subsequently able to increase the aggregate availability under any extension or replacement
of the Revolver or secure additional financing. To the extent we need additional capital for
unanticipated items, there can be no assurance that we would be able to increase the amount
available under any short-term credit facilities or identify other sources of funds at an
acceptable cost, if at all.
We rely on Secondary Market Loan Sales to create availability and/or repay principal due on
our Revolver. Once fully funded, we typically sell the government guaranteed portion of our SBA
7(a) Program loans. The market demand for Secondary Market Loan Sales may decline or be temporarily
suspended. To the extent we are unable to execute Secondary Market Loan Sales in the normal course
of business, our financial condition and results of operations could be adversely affected.
We have a low debt-to-equity ratio of 0.65:1 at March 31, 2010. This ratio is below that of
typical specialty commercial finance companies.
30
As a REIT, we must distribute to our shareholders at least 90% of our REIT taxable income to
maintain our tax status under the Code. Accordingly, to the extent the sources above represent
taxable income, such amounts have historically been distributed to our shareholders. In general,
should we receive less cash from our portfolio of investments, we can lower the dividend so as not
to cause any material cash shortfall. During 2010, we anticipate that our Modified Cash will be
utilized to fund our expected 2010 dividend distributions and generally will not be available to
fund portfolio growth or for the repayment of principal due on our debt.
The Revolver requires us to meet certain covenants, the most restrictive of which provides for
a maximum amount of problem assets as defined in the agreement. The maximum problem assets cannot
exceed 10% of beneficiaries equity calculated on a quarterly basis. In addition, we have (1) an
asset coverage test based on our cash and cash equivalents and loans receivable as a ratio to our
senior debt of 1.25 times, (2) a covenant that limits our ability to pay out returns of capital as
part of our dividends and (3) a minimum equity requirement of $145 million. At March 31, 2010, we
were in compliance with the covenants of this facility. While we anticipate maintaining compliance
with these covenants, there can be no assurance that we will be able to do so.
We anticipate requesting a commitment from the SBA for $10 million of debentures during the
second quarter of 2010 which we expect to be approved during the second or third quarter of 2010.
These debentures would be used to fund loans within our SBICs to the extent necessary.
Uses of Funds
Currently, the primary use of our funds is to originate loans and for repayment of principal
on our debt. Our outstanding commitments to fund new loans were $18.1 million at March 31, 2010,
the majority of which were for prime-rate based loans to be originated by First Western, the
government guaranteed portion of which is intended to be sold pursuant to Secondary Market Loan
Sales. Our net working capital outlay would be approximately $6.6 million related to these loans;
however, the First Western loans cannot be sold until they are fully funded. Commitments have
fixed expiration dates. Since some commitments expire without the proposed loan closing, total
committed amounts do not necessarily represent future cash requirements. During 2010, we
anticipate loan fundings will range from $30 million to $40 million. In addition, we use funds for
operating deficits and holding costs of our real estate owned and properties in the process of
foreclosure.
There may be several months between when the initial balance of an SBA 7(a) Program loan is
funded and it is fully funded and can be sold. In these instances, our liquidity would be affected
in the short-term. In addition, once fully funded, we anticipate the ability to sell the
government guaranteed portion of our SBA 7(a) Program loans into the secondary market.
The amount available under the Revolver is currently $35 million. The amount will be reduced
by $5 million each quarter commencing June 30, 2010 at which time the available amount will be
reduced to $30 million. The amount available under the Revolver will further reduce to $20 million
on December 31, 2010 at which time the Revolver will also mature.
We may repurchase loans from the securitizations which have become charged-off as defined in
the transaction documents either through delinquency or initiation of foreclosure. We may be
required to use restricted cash of our securitizations to repay a loan within a securitization to
the structured noteholders if it is deemed charged-off per the transaction documents. If we
choose to repurchase a loan from a securitization using our Revolver, the balance due on our
structured notes payable would decrease and the balance due under our short-term Revolver would
increase.
We may pay dividends in excess of our funds from operating activities to maintain our REIT
status or as approved by our Board of Trust Managers. During the three months ended March 31, 2010,
our sources of funds for our dividend distributions of approximately $1.7 million were Modified
Cash of approximately $0.9 million and principal collections on our loans receivable of
approximately $0.8 million.
31
SUMMARIZED CONTRACTUAL OBLIGATIONS, COMMITMENTS AND CONTINGENCIES
The following summarizes our contractual obligations at March 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
More than |
|
Contractual Obligations (1) |
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
|
|
(In thousands, except footnotes) |
|
Debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debentures payable (2) |
|
$ |
8,190 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,190 |
|
|
$ |
4,000 |
|
Structured notes payable (3) |
|
|
26,789 |
|
|
|
3,734 |
|
|
|
7,926 |
|
|
|
8,388 |
|
|
|
6,741 |
|
Secured borrowings government guaranteed
loans (3) |
|
|
6,809 |
|
|
$ |
2,365 |
|
|
$ |
320 |
|
|
$ |
331 |
|
|
$ |
3,793 |
|
Revolver |
|
|
22,200 |
|
|
|
22,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Junior subordinated debt (4) |
|
|
27,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated debt (5) |
|
|
32,486 |
|
|
|
3,719 |
|
|
|
5,050 |
|
|
|
3,840 |
|
|
|
19,877 |
|
Mortgage note of unconsolidated subsidiary |
|
|
74 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Contractual Obligations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage note of unconsolidated subsidiary (6) |
|
|
1,069 |
|
|
|
1,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and related benefits |
|
|
156 |
|
|
|
21 |
|
|
|
135 |
|
|
|
|
|
|
|
|
|
Operating lease (7) |
|
|
348 |
|
|
|
217 |
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations |
|
$ |
125,191 |
|
|
$ |
33,399 |
|
|
$ |
13,562 |
|
|
$ |
16,749 |
|
|
$ |
61,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Does not include $3.0 million of cumulative preferred stock of subsidiary (valued at
$900,000 on our consolidated balance sheet) and related dividends (recorded as interest
expense) of $90,000 annually which has no maturity date. |
|
(2) |
|
Debentures payable are presented at face value. |
|
(3) |
|
Principal payments are dependent upon cash flows received from the underlying loans.
Our estimate of their repayment is based on scheduled principal payments on the underlying
loans. Our estimate will differ from actual amounts to the extent we experience
prepayments and/or losses. In addition, secured borrowings loans sold for premiums are
treated as current due to the contingency period expiring in approximately 90 days. |
|
(4) |
|
The junior subordinated notes may be redeemed at our option, without penalty and are
subordinated to PMC Commercials existing debt. |
|
(5) |
|
Calculated using the variable rate in effect at March 31, 2010. In addition, for our
Revolver, assumes current balance outstanding through maturity date. |
|
(6) |
|
Represents a mortgage note with a fixed interest rate of 8.5% of an unconsolidated
subsidiary due January 1, 2011. |
|
(7) |
|
Represents future minimum lease payments under our operating lease for office space. |
32
Our commitments at March 31, 2010 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Commitment Expiration Per Period |
|
|
|
Total Amounts |
|
|
Less than |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
After 5 |
|
Commitments |
|
Committed |
|
|
1 year |
|
|
years |
|
|
years |
|
|
years |
|
|
|
(In thousands) |
|
Loan commitments |
|
$ |
18,091 |
|
|
$ |
18,091 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Note 12 to the Consolidated Financial Statements for a detailed discussion of
commitments and contingencies.
DIVIDENDS
Our shareholders are entitled to receive dividends when and as declared by the Board of Trust
Managers (the Board). In determining dividend policy, the Board considers many factors
including, but not limited to, expectations for future earnings, REIT taxable income and
maintenance of REIT status, the economic environment, our ability to obtain leverage, our loan
portfolio performance and actual and anticipated Modified Cash. In order to maintain REIT status,
PMC Commercial is required to pay out 90% of REIT taxable income. Consequently, the dividend rate
on a quarterly basis will not necessarily correlate directly to any individual factor.
In order to meet our 2009 taxable income distribution requirements, we made an election under
the Code to treat a portion of the distributions declared in 2010 as distributions of 2009s REIT
taxable income. These distributions are known as spillover dividends. The Board anticipates
utilizing the shortfall caused by spillover dividends to allow dividends declared in 2010 to exceed
our 2010 REIT taxable income.
We have certain covenants within our debt facilities that limit our ability to pay out returns
of capital as part of our dividends. These restrictions have not historically limited the amount
of dividends we have paid and management does not believe that they will restrict future dividend
payments.
33
REIT TAXABLE INCOME
REIT taxable income is a financial measure that is presented quarterly to assist investors in
analyzing our performance and is one of the factors utilized by our Board 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, |
|
|
|
2010 |
|
|
2009 |
|
|
|
(In thousands) |
|
Net income |
|
$ |
1,278 |
|
|
$ |
1,626 |
|
Book/tax difference on depreciation |
|
|
(13 |
) |
|
|
(14 |
) |
Book/tax difference on gains related to real estate |
|
|
389 |
|
|
|
(30 |
) |
Book/tax difference on Retained Interests, net |
|
|
|
|
|
|
(173 |
) |
Book/tax difference on amortization and accretion |
|
|
(26 |
) |
|
|
(32 |
) |
Loan valuation |
|
|
(197 |
) |
|
|
92 |
|
Other book/tax differences, net |
|
|
(41 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
Subtotal |
|
|
1,390 |
|
|
|
1,462 |
|
|
|
|
|
|
|
|
|
|
Less: TRS net loss (income), net of tax |
|
|
233 |
|
|
|
(13 |
) |
|
|
|
|
|
|
|
REIT taxable income |
|
$ |
1,623 |
|
|
$ |
1,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared |
|
$ |
1,688 |
|
|
$ |
2,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
10,548 |
|
|
|
10,650 |
|
|
|
|
|
|
|
|
As a REIT, PMC Commercial generally will not be subject to corporate level Federal income tax
on net income that is currently distributed to shareholders provided the distribution exceeds 90%
of REIT taxable income. We may make an election under the Code to treat a portion of distributions
declared in the current year as distributions of the prior years taxable income. Upon election,
the Code provides that, in certain circumstances, a dividend declared subsequent to the close of an
entitys taxable year and prior to the extended due date of the entitys tax return may be
considered as having been made in the prior tax year in satisfaction of income distribution
requirements.
34
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
Market risk is the exposure to loss resulting from changes in various market metrics. We are
subject to market risk including liquidity risk, real estate risk and interest rate risk as
described below. Although management believes that the quantitative analysis on interest rate risk
below is indicative of our sensitivity to interest rate changes, it does not adjust for potential
changes in credit quality, size and composition of our balance sheet and other business
developments that could affect our financial position and net income. Accordingly, no assurances
can be given that actual results would not differ materially from the potential outcome simulated
by these estimates.
Liquidity Risk
Liquidity risk is the potential that we would be unable to meet our obligations as they come
due because of an inability to liquidate assets or obtain funding. We are subject to changes in
the debt and collateralized mortgage markets. These markets are currently experiencing
disruptions, which could have an adverse impact on our earnings and financial condition.
Current conditions in the debt markets include lack of liquidity and large risk adjusted
premiums. These conditions have increased the cost and reduced the availability of financing
sources. The market for trading in asset-backed securities continues to experience disruptions
resulting from reduced investor demand for these securities and increased investor yield
requirements. In light of these market conditions, we expect to finance our loan portfolio in the
short-term with our current capital and any available short-term credit facilities.
Real Estate Risk
The value of our commercial mortgage loans and our ability to sell such loans, if necessary,
are impacted by market conditions that affect the properties that are the primary collateral for
our loans. Property values and operating income from the properties may be affected adversely by a
number of factors, including, but not limited to:
|
|
|
national, regional and local economic conditions; |
|
|
|
significant rises in gasoline prices within a short period of time if there is a
concurrent decrease in business and leisure travel; |
|
|
|
local real estate conditions (including an oversupply of commercial real estate); |
|
|
|
natural disasters including hurricanes and earthquakes, acts of war and/or terrorism
and other events that may cause performance declines and/or losses to the owners and
operators of the real estate securing our loans; |
|
|
|
changes or continued weakness in the underlying value of limited service hospitality
properties; |
|
|
|
construction quality, construction cost, age and design; |
|
|
|
increases in operating expenses (such as energy costs) for the owners of the
properties; and |
|
|
|
limitations in the availability and cost of leverage. |
In the event property cash flows decrease, a borrower may have difficulty repaying our loan,
which could result in losses to us. In addition, decreases in property values reduce the value of
the collateral and the potential proceeds available to borrowers to repay our loans, which could
also cause us to suffer losses. Decreases in property values could reduce the value of our real
estate owned which could cause us to suffer losses.
35
The following analysis of our provision for loan losses quantifies the negative impact to our
net income from increased losses on our Retained Portfolio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Year Ended |
|
|
Three Months |
|
|
|
Ended |
|
|
December 31, |
|
|
Ended |
|
Provision for loan losses |
|
March 31, 2010 |
|
|
2009 |
|
|
March 31, 2009 |
|
|
|
(In thousands) |
|
As reported (1) |
|
$ |
162 |
|
|
$ |
1,076 |
|
|
$ |
147 |
|
Annual loan losses increase by 50 basis points (2) |
|
|
446 |
|
|
|
2,027 |
|
|
|
384 |
|
Annual loan losses increase by 100 basis points (2) |
|
|
729 |
|
|
|
2,977 |
|
|
|
622 |
|
|
|
|
(1) |
|
Excludes reductions of loan losses |
|
(2) |
|
Represents provision for loan losses based on increases in losses as a percentage of
our weighted average loans receivable for the periods indicated. |
Interest Rate Risk
Interest rates are highly sensitive to many factors, including governmental monetary and tax
policies, domestic and international economic and political considerations and other factors.
Since our loans are predominantly variable-rate, based on LIBOR or the prime rate, our
operating results will depend in large part on LIBOR or the prime rate. One of the primary
determinants of our operating results is differences between the income from our loans and our
borrowing costs. As a result, most of our borrowings are also based on LIBOR or the prime rate.
The objective of this strategy is to minimize the impact of interest rate changes on our net
interest income.
VALUATION OF LOANS
Our loans are recorded at cost and adjusted by net loan origination fees and discounts (which
are recognized as adjustments of yield over the life of the loan) and loan loss reserves. In order
to determine the estimated fair value of our loans, we use a present value technique for the
anticipated future cash flows using certain assumptions including a current market discount rate,
potential prepayment risks and loan losses. If we were required to sell our loans at a time we
would not otherwise do so, there can be no assurance that managements estimates of fair values
would be obtained and losses could be incurred.
At March 31, 2010, our loans are approximately 71% variable-rate at spreads over LIBOR or the
prime rate. Increases or decreases in interest rates will generally not have a material impact on
the fair value of our variable-rate loans. We had $165.5 million of variable-rate loans at March
31, 2010. The estimated fair value of our variable-rate loans (approximately $159.0 million at
March 31, 2010) is dependent upon several factors including changes in interest rates and the
market for the type of loans we have originated.
We had $67.4 million and $45.7 million of fixed-rate loans at March 31, 2010 and December 31,
2009, respectively. The estimated fair value of these fixed-rate loans approximates their cost and
is dependent upon several factors including changes in interest rates and the market for the types
of loans that we have originated. Since changes in market interest rates do not affect the
interest rates on our fixed-rate loans, any changes in these rates do not have an immediate impact
on our interest income. Our interest rate risk on our fixed-rate loans is primarily related to
loan prepayments and maturities.
The average maturity of our loan portfolio is less than its average contractual terms because
of prepayments. The average life of mortgage loans tends to increase when the current mortgage
rates are substantially higher than rates on existing mortgage loans and, conversely, decrease when
the current mortgage rates are substantially lower than rates on existing mortgage loans (due to
refinancing of fixed-rate loans).
36
INTEREST RATE SENSITIVITY
At March 31, 2010 and December 31, 2009, we had $165.5 million and $151.0 million of
variable-rate loans, respectively, and $68.5 million and $58.4 million of variable-rate debt,
respectively. On the difference between our variable-rate loans and our variable-rate debt ($97.0
million and $92.6 million at March 31, 2010 and December 31, 2009, respectively) we have interest
rate risk. To the extent variable rates decrease, our interest income net of interest expense
would decrease.
The sensitivity of our variable-rate loans and debt to changes in interest rates is regularly
monitored and analyzed by measuring the characteristics of our assets and liabilities. We assess
interest rate risk in terms of the potential effect on interest income net of interest expense in
an effort to ensure that we are insulated from any significant adverse effects from changes in
interest rates. As a result of our predominately variable-rate portfolio, our earnings are
susceptible to being reduced during periods of lower interest rates. Based on a sensitivity
analysis of interest income and interest expense at March 31, 2010 and December 31, 2009, if the
consolidated balance sheet were to remain constant and no actions were taken to alter the existing
interest rate sensitivity, each hypothetical 100 basis point reduction in interest rates would
reduce net income by approximately $970,000 and $926,000, respectively, on an annual basis. Since
LIBOR has already been reduced to historically low levels, further significant negative impacts
from lower LIBOR interest rates is not anticipated. In addition, as a REIT, the use of hedging
interest rate risk is typically only provided on debt instruments due to potential negative REIT
compliance to the extent the hedging strategy was based on our investments. Benefits derived from
hedging strategies not based on debt instruments (i.e., investments) may be deemed bad income for
REIT qualification purposes. The use of a hedge strategy (on our debt instruments) would only be
beneficial to fix our cost of funds and hedge against rising interest rates.
DEBT
Our debt is comprised of SBA debentures, junior subordinated notes, the Revolver, structured
notes and secured borrowings government guaranteed loans. At March 31, 2010 and December 31,
2009, approximately $22.5 million and $10.1 million, respectively, of our debt had fixed rates of
interest and was therefore not affected by changes in interest rates. Our variable-rate debt is
based on LIBOR or the prime rate and thus subject to adverse changes in market interest rates.
Assuming there were no increases or decreases in the balance outstanding under our variable-rate
debt at March 31, 2010, each hypothetical 100 basis points increase in interest rates would
increase interest expense and decrease net income by approximately $685,000.
Our fixed-rate debt at March 31, 2010 was comprised of SBA debentures and structured notes of
the 2000 Joint Venture.
37
The following tables present the principal amounts by year of expected maturity, weighted
average interest rates and estimated fair values to evaluate the expected cash flows and
sensitivity to interest rate changes of our outstanding debt at March 31, 2010 and December 31,
2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Month Periods Ending March 31, |
|
|
|
|
|
|
Carrying |
|
|
Fair |
|
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
2015 |
|
|
Thereafter |
|
|
Value |
|
|
Value (1) |
|
|
|
(Dollars in thousands) |
|
Fixed-rate debt (2) |
|
$ |
1,849 |
|
|
$ |
2,031 |
|
|
$ |
2,230 |
|
|
$ |
6,447 |
|
|
$ |
6,222 |
|
|
$ |
3,779 |
|
|
$ |
22,558 |
|
|
$ |
22,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable-rate debt (LIBOR and prime based) (3) (4) |
|
|
26,450 |
|
|
|
1,962 |
|
|
|
2,023 |
|
|
|
2,073 |
|
|
|
2,151 |
|
|
|
33,825 |
|
|
|
68,484 |
|
|
|
57,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
28,299 |
|
|
$ |
3,993 |
|
|
$ |
4,253 |
|
|
$ |
8,520 |
|
|
$ |
8,373 |
|
|
$ |
37,604 |
|
|
$ |
91,042 |
|
|
$ |
79,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The estimated fair value is based on a present value calculation based on prices of the
same or similar instruments after considering risk, current interest rates and remaining
maturities. |
|
(2) |
|
The weighted average interest rate of our fixed-rate debt at March 31, 2010 was 6.8%. |
|
(3) |
|
Principal payments on the structured notes and secured borrowings are dependent upon cash
flows received from the underlying loans. Our estimate of their repayment is based upon
scheduled principal payments on the underlying loans. Our estimate will differ from actual
amounts to the extent we experience prepayments and/or loan losses. |
|
(4) |
|
The weighted average interest rate of our variable-rate debt at March 31, 2010 was 3.2%. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ending December 31, |
|
|
|
|
|
|
Carrying |
|
|
Fair |
|
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2013 |
|
|
2014 |
|
|
Thereafter |
|
|
Value |
|
|
Value (1) |
|
|
|
(Dollars in thousands) |
|
Fixed-rate debt (2) |
|
$ |
1,975 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,173 |
|
|
$ |
|
|
|
$ |
4,000 |
|
|
$ |
10,148 |
|
|
$ |
10,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable-rate debt (LIBOR and prime rate based) (3) |
|
|
24,239 |
|
|
|
1,294 |
|
|
|
1,343 |
|
|
|
1,366 |
|
|
|
1,425 |
|
|
|
28,694 |
|
|
|
58,361 |
|
|
|
45,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
26,214 |
|
|
$ |
1,294 |
|
|
$ |
1,343 |
|
|
$ |
5,539 |
|
|
$ |
1,425 |
|
|
$ |
32,694 |
|
|
$ |
68,509 |
|
|
$ |
55,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The estimated fair value is based on a present value calculation based on prices of the
same or similar instruments after considering risk, current interest rates and remaining
maturities. |
|
(2) |
|
The weighted average interest rate of our fixed-rate debt at December 31, 2009 was 6.2%. |
|
(3) |
|
The weighted average interest rate of our variable-rate debt at December 31, 2009 was 3.3%. |
38
ITEM 4.
Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, management has evaluated the effectiveness of our disclosure controls and
procedures (as defined under rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934,
as amended) as of March 31, 2010. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that occurred
during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
39
PART II
Other Information
|
|
|
ITEM 1. |
|
Legal Proceedings |
In the normal course of business we are periodically party to certain legal actions and
proceedings involving matters that are generally incidental to our business (i.e., collection of
loans receivable). In managements opinion, the resolution of these legal actions and proceedings
will not have a material adverse effect on our consolidated financial statements.
There have been no material changes to the factors disclosed in Item 1A. Risk Factors in our
Annual Report on Form 10-K for the year ended December 31, 2009.
|
|
|
ITEM 2. |
|
Unregistered Sales of Equity Securities and Use of Proceeds |
None.
|
|
|
ITEM 3. |
|
Defaults upon Senior Securities |
None.
|
|
|
ITEM 5. |
|
Other Information |
None.
A. Exhibits
|
|
|
|
|
|
3.1 |
|
|
Declaration of Trust (incorporated by reference
to the exhibits to the Registrants Registration Statement on Form S-11
filed with the Securities and Exchange Commission (SEC) on June 25,
1993, as amended (Registration No. 33-65910)). |
|
|
|
|
|
|
3.1 |
(a) |
|
Amendment No. 1 to Declaration of Trust (incorporated by reference to
the Registrants Registration Statement on Form S-11 filed with the SEC
on June 25, 1993, as amended (Registration No. 33-65910)). |
|
|
|
|
|
|
3.1 |
(b) |
|
Amendment No. 2 to Declaration of Trust (incorporated by reference to
the Registrants Annual Report on Form 10-K for the year ended December
31, 1993). |
|
|
|
|
|
|
3.1 |
(c) |
|
Amendment No. 3 to Declaration of Trust (incorporated by reference to
the Registrants Annual Report on Form 10-K for the year ended December
31, 2003). |
|
|
|
|
|
|
3.2 |
|
|
Bylaws (incorporated by reference to the
exhibits to the Registrants Registration Statement on Form S-11 filed
with the SEC on June 25, 1993, as amended (Registration No. 33-65910)). |
|
|
|
|
|
|
3.3 |
|
|
Amendment No. 1 to Bylaws (incorporated by
reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K
filed with the SEC on April 16, 2009). |
|
|
|
|
|
|
*31.1 |
|
|
Section 302 Officer Certification Chief Executive Officer |
|
|
|
|
|
|
*31.2 |
|
|
Section 302 Officer Certification Chief Financial Officer |
|
|
|
|
|
|
**32.1 |
|
|
Section 906 Officer Certification Chief Executive Officer |
|
|
|
|
|
|
**32.2 |
|
|
Section 906 Officer Certification Chief Financial Officer |
|
|
|
* |
|
Filed herewith. |
|
** |
|
Submitted herewith |
40
Signatures
Pursuant to the requirements 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.
|
|
|
|
|
|
PMC Commercial Trust
|
|
Date: 05/10/10 |
/s/ Lance B. Rosemore
|
|
|
Lance B. Rosemore |
|
|
President and Chief Executive Officer |
|
|
|
|
|
Date: 05/10/10 |
/s/ Barry N. Berlin
|
|
|
Barry N. Berlin |
|
|
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer) |
|
|
41
Exhibit 31.1
Exhibit 31.1
CERTIFICATION
I, Lance B. Rosemore, certify that:
|
1. |
|
I have reviewed this quarterly report on Form 10-Q of PMC Commercial Trust; |
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report; |
|
3. |
|
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods
presented in this report; |
|
4. |
|
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
|
designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared; |
|
b) |
|
designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
|
c) |
|
evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and |
|
d) |
|
disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth fiscal
quarter in the case of annual report) that has materially affected, or is
reasonably likely to materially affect, the registrants internal control over
financial reporting; and |
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the registrants
auditors and the audit committee of the registrants board of directors (or persons
performing the equivalent functions): |
|
a) |
|
all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
b) |
|
any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants internal
control over financial reporting. |
|
|
|
|
|
|
|
|
Date: 05/10/10 |
/s/ Lance B. Rosemore
|
|
|
Lance B. Rosemore |
|
|
Chief Executive Officer |
|
|
Exhibit 31.2
Exhibit 31.2
CERTIFICATION
I, Barry N. Berlin, certify that:
|
1. |
|
I have reviewed this quarterly report on Form 10-Q of PMC Commercial Trust; |
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report; |
|
3. |
|
Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report; |
|
4. |
|
The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have: |
|
a) |
|
designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared; |
|
b) |
|
designed such internal control over financial reporting, or
caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
|
c) |
|
evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and |
|
d) |
|
disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter (the registrants fourth quarter in
the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial
reporting; and |
|
5. |
|
The registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants board of directors
(or persons performing the equivalent functions): |
|
a) |
|
all significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
b) |
|
any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants internal
control over financial reporting. |
|
|
|
|
|
|
|
|
Date: 05/10/10 |
/s/ Barry N. Berlin
|
|
|
Barry N. Berlin |
|
|
Chief Financial Officer |
|
|
Exhibit 32.1
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PMC Commercial Trust (the Company) on Form 10-Q
for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the
date hereof (the Report), I, Lance B. Rosemore, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that
to the best of my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Lance B. Rosemore
Lance B. Rosemore
Chief Executive Officer
|
|
|
May 10, 2010 |
|
|
Exhibit 32.2
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PMC Commercial Trust (the Company) on Form 10-Q
for the period ended March 31, 2010 as filed with the Securities and Exchange Commission on the
date hereof (the Report), I, Barry N. Berlin, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that
to the best of my knowledge:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Barry N. Berlin
Barry N. Berlin
Chief Financial Officer
|
|
|
May 10, 2010 |
|
|