<PAGE> 1
FORM 10 - Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] 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 0-22148
PMC COMMERCIAL TRUST
--------------------
(Exact name of registrant as specified in its charter)
TEXAS 75-6446078
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
17290 Preston Road, 3rd Floor,
Dallas, TX 75252 (214) 380-0044
- ---------------------------------------- -------------------------------
(Address of principal executive offices) (Registrant's telephone number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ---
As of May 1, 1996, Registrant had outstanding 3,560,639 Common Shares of
Beneficial Interest, par value $.01 per share.
<PAGE> 2
PMC COMMERCIAL TRUST
INDEX
PART I. Financial Information PAGE NO.
--------------------- --------
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 1996 and December 31, 1995 2
Consolidated Statements of Income -
Three Month Periods Ended March 31, 1996
and 1995 3
Consolidated Statements of Cash Flows -
Three Month Periods Ended March 31, 1996
and 1995 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE> 3
PART I
Financial Information
ITEM 1.
Financial Statements
1
<PAGE> 4
PMC COMMERCIAL TRUST
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
------------ ------------
ASSETS (Unaudited)
<S> <C> <C>
Investments:
Loans receivable, Net ........................................ $ 62,957,636 $ 59,129,536
Cash equivalents ............................................. 16,830,812 173,679
Restricted investments ....................................... 2,411,276 --
------------ ------------
Total investments .............................................. 82,199,724 59,303,215
------------ ------------
Other assets:
Cash ......................................................... 173,946 33,504
Interest receivable .......................................... 384,055 410,073
Deferred borrowing costs ..................................... 357,754 --
Other assets, net ............................................ 50,000 50,483
------------ ------------
Total other assets ............................................. 965,755 494,060
------------ ------------
Total assets ................................................... $ 83,165,479 $ 59,797,275
============ ============
LIABILITIES AND BENEFICIARIES' EQUITY
Liabilities:
Notes payable ................................................ $ 29,500,000 $ 7,920,000
Dividends payable ............................................ 1,310,166 1,518,896
Accounts payable ............................................. 5,859 14,175
Interest Payable ............................................. 227,921 56,267
Borrower advances ............................................ 1,106,265 579,133
Unearned commitment fees ..................................... 816,611 599,978
Due to affiliates ............................................ 1,043,627 844,786
Unearned construction monitoring fees ........................ 154,061 81,008
------------ ------------
Total liabilities .............................................. 34,164,510 11,614,243
------------ ------------
Beneficiaries' equity:
Common shares of beneficial interest; authorized
100,000,000 shares of $0.01 par value; 3,540,988 and
3,491,716 shares issued and outstanding at March 31, 1996
and December 31, 1995, respectively ..................... 35,410 34,917
Additional paid-in capital ................................... 49,109,477 48,326,337
Cumulative net income ........................................ 9,455,788 8,111,318
Cumulative dividends ......................................... (9,599,706) (8,289,540)
------------ ------------
Total beneficiaries' equity .................................... 49,000,969 48,183,032
------------ ------------
Total liabilities and beneficiaries' equity .................... $ 83,165,479 $ 59,797,275
============ ============
Net asset value per share ...................................... $ 13.84 $ 13.80
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 5
PMC COMMERCIAL TRUST
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
---------- ----------
<S> <C> <C>
Revenues:
Interest income - loans ...................... $1,795,603 $1,106,929
Interest and dividends - other investments ... 54,348 230,617
Other income ................................. 56,835 84,002
---------- ----------
Total revenues ................................. 1,906,786 1,421,548
---------- ----------
Expenses:
Advisory and servicing fees, net ............. 276,092 160,730
Legal and accounting fees .................... 9,190 26,143
General and administrative ................... 25,265 33,116
Interest ..................................... 251,769 16,435
---------- ----------
Total expenses ................................. 562,316 236,424
---------- ----------
Net income ..................................... $1,344,470 $1,185,124
========== ==========
Net income per share ........................... $ 0.38 $ 0.34
========== ==========
Weighted average shares outstanding ............ 3,519,612 3,444,530
========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 6
PMC COMMERCIAL TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................... $ 1,344,470 $ 1,185,124
Adjustments to reconcile net income to net cash
provided by operating activities:
Accretion of:
Discount on purchased loans .............. (7,074) (6,347)
Deferred commitment fees ................. (51,151) (55,968)
Construction monitoring fees ............. (29,451) (32,342)
Amortization of organization costs ........... 2,011 2,010
Commitment fees collected .................... 261,512 107,466
Construction monitoring fees collected, net .. 102,504 (27,449)
Changes in operating assets and liabilities:
Accrued interest receivable .............. 26,018 (53,493)
Other assets ............................. (359,282) --
Interest payable ......................... 171,654 --
Borrower advances ........................ 527,132 (74,657)
Due to affiliates ........................ 198,841 61,440
Accounts payable ......................... (8,316) --
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES .......... 2,178,868 1,105,784
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans funded/purchased ........................... (4,830,062) (9,327,981)
Principal collected .............................. 1,015,308 2,341,401
Investment in restricted cash .................... (2,411,276) --
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES .............. (6,226,030) (6,986,580)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares ......... 749,290 --
Proceeds from issuance of notes payable ......... 33,740,000 --
Payment of dividends ............................ (1,484,553) (1,033,359)
Payment of principal on notes payable ........... (12,160,000) --
------------ ------------
NET CASH PROVIDED BY (USED BY) FINANCING ACTIVITIES 20,844,737 (1,033,359)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 16,797,575 (6,914,155)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ..... 207,183 18,850,103
------------ ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........... $ 17,004,758 $ 11,935,948
============ ============
SUPPLEMENTAL DISCLOSURES:
Dividends reinvested ............................ $ 34,343 $ --
============ ============
Dividends declared, not paid .................... $ 1,310,166 $ 1,033,359
============ ============
Interest paid ................................... $ 80,115 $ --
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 7
PMC COMMERCIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. INTERIM FINANCIAL STATEMENTS
The accompanying consolidated financial statements of PMC Commercial Trust
and its subsidiaries ( collectively the "Company") as of and for the three
months ended March 31, 1996 and 1995 have not been audited by independent
accountants. In the opinion of the Company's management, the financial
statements reflect all adjustments necessary to present fairly the financial
position at March 31, 1996 and the results of operations and cash flows for the
three months ended March 31, 1996 and 1995. These adjustments are of a normal
recurring nature.
Certain notes and other information have been omitted from the interim
financial statements presented in this Quarterly Report on Form 10-Q.
Therefore, these financial statements should be read in conjunction with the
Company's 1995 Annual Report on Form 10-K.
The results for the first three months of 1996 are not necessarily
indicative of future financial results.
NOTE 2. BASIS FOR CONSOLIDATION
On March 7, 1996, PMC Commercial Receivable Limited Partnership, a
Delaware limited partnership ("PCR") and PMC Commercial Corp., a Delaware
corporation, were formed. PMC Commercial Corp. is the general partner for PCR.
The consolidated financial statements include the accounts of PMC Commercial
Trust, PMC Commercial Corp. and PMC Commercial Receivable Limited Partnership.
PMC Commercial Trust owns 100% of PMC Commercial Corp. and directly or
indirectly all of the partnership interests of PCR (see Note 5).
NOTE 3. DIVIDENDS TO BENEFICIARIES
During the three month period ended March 31, 1996, the Company declared
dividends to its shareholders of beneficial interest of $0.37 per share.
NOTE 4. DUE TO AFFILIATE
Pursuant to an investment management agreement (the "Investment Management
Agreement") between the Company and PMC Advisers, Inc., an affiliated entity
(the "Investment Manager"), the Company incurred fees of $356,000 for the three
months ended March 31, 1996. The servicing and advisory fees are based upon the
average quarterly value of all assets and the average quarterly value of all
invested assets during the quarter. Of the amount of servicing and advisory
fees paid or payable to the Investment Manager as of March 31, 1996, $80,000
has been offset against commitment fees as a direct cost of originating loans.
5
<PAGE> 8
PMC COMMERCIAL TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5. NOTES PAYABLE
On March 12, 1996, a special purpose affiliate of the Company, PMC
Commercial Receivable Limited Partnership, a Delaware limited partnership, (the
"Partnership"), completed a private placement of $29,500,000 of its Fixed Rate
Loan Backed Notes, Series 1996-1 (the "Notes"). The Notes, issued at par, which
mature in 2016 and bear interest at the rate of 6.72% per annum, are
collateralized by approximately $39.7 million of loans contributed by the
Company to the Partnership. In connection with this private placement, the Notes
were given a rating of "AA" by Duff and Phelps Credit Rating Co. The loans were
originated or purchased by the Company in accordance with the Company's lending
strategy and underwriting criteria. The Partnership has the exclusive obligation
for the repayment of the Notes, and the holders of the Notes have no recourse to
the Company or its assets in the event of nonpayment other than the loans
contributed to the Partnership and the restricted investments. The net proceeds
from this issuance of the Notes (approximately $27.1 million after giving effect
to costs of $500,000 and a $1.9 million deposit held by the trustee as
collateral) were distributed to the Company in accordance with its interest in
the Partnership. The Company used such proceeds to pay down outstanding
borrowings under the Company's credit facility and intends to make additional
loans in accordance with its lending criteria.
NOTE 6. SUBSEQUENT EVENT
On April 23, 1996, the Company filed a registration statement on Form S-11
with the Securities and Exchange Commission to register for sale up to
2,360,000 common shares of beneficial interest. The registration is ongoing and
there can be no assurance that the registration statement will be declared
effective or that the Company will be able to sell any of the shares.
6
<PAGE> 9
PART I
Financial Information
ITEM 2 .
Management's Discussion and Analysis of Financial Condition
and Results of Operations
OVERVIEW
The Company was incorporated in June 1993 and had no operations prior to
completion of its initial public offering (the "IPO") on December 28, 1993. The
net proceeds to the Company from the IPO were $47,738,828, including
over-allotment options.
During the three months ended March 31, 1996, the Company originated and
funded $4.8 million of loans, all to businesses operating in the lodging
industry. During the years ended December 31, 1995 and 1994, the Company
originated and funded or purchased loans with a face value of $31.7 million and
$35.2 million, respectively. As of March 31, 1996, the total portfolio
outstanding was $64.0 million ($62.9 million after reductions for loans
purchased at a discount and deferred commitment fees) with a weighted average
contractual interest rate of approximately 11.2%. The weighted average
contractual interest rate does not include the effects of the amortization of
discount on purchased loans or commitment fees on funded loans. Loans are
collateralized primarily by first liens on real estate and are guaranteed, for
all but one loan, by the principals of the businesses financed. Included in
outstanding loans at March 31, 1996 are $2.2 million which have been advanced
pursuant to the Small Business Administration Section 504 loan program (the
"SBA 504 program"). Interest rates charged on such advances are comparable to
those which are customarily charged by the Company.
CERTAIN ACCOUNTING CONSIDERATIONS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The Company follows the accounting practices prescribed by the American
Institute of Certified Public Accountants - Accounting Standards Division in
Statement of Position 75-2 "Accounting Practices of Real Estate Investment
Trusts" ("SOP 75-2"). In accordance with SOP 75-2, a loan loss reserve is
established based on a determination, through an evaluation of the
recoverability of individual loans, by the Board of Trust Managers when
significant doubt exists as to the ultimate realization of the loan. To date,
no loan loss reserves have been established. The determination of whether
significant doubt exists and whether a loan loss provision is necessary for
each loan requires judgment and considers the facts and circumstances existing
at the evaluation date. Changes to the facts and circumstances of the borrower,
the lodging industry and the economy may require the establishment of
significant loan loss reserves. At such time as a determination is made that
there exists significant doubt as to the ultimate realization of a loan, the
effect to operating results may be material.
7
<PAGE> 10
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1995
The net income of the Company for the three months ended March 31, 1996
and 1995, was $1.344 million and $1.185 million, $0.38 and $0.34 per share,
respectively.
Interest income - loans increased by $689,000 (62%), from $1.107 million
for the three months ended March 31, 1995, to $1.796 million for the three
months ended March 31, 1996. This increase was primarily attributable to: (i)
the reallocation of the Company's initial investment of the proceeds of the IPO
in cash and U.S. Government securities to higher-yielding loans to small
businesses and (ii) portfolio growth from the proceeds of borrowing
arrangements. The average invested assets in loans to small businesses
increased by $24.8 million (69%) from $36.2 million during the three months
ended March 31, 1995, to $61.0 million during the three months ended March 31,
1996. The annualized average yields on loans for the three months ended March
31, 1996 and 1995 were approximately 12.5% and 13.1%, respectively. Interest
income - loans includes interest earned on loans, the accretion of discount on
purchased loans (approximately $7,000 and $6,000 during the three months ended
March 31, 1996 and 1995, respectively) and the accretion of deferred commitment
fees (approximately $51,000 and $56,000 during the three months ended March 31,
1996 and 1995, respectively).
Interest and dividends - other investments decreased by $177,000 (77%),
from $231,000 during the three months ended March 31, 1995, to $54,000 during
the three months ended March 31, 1996. This decrease was due to the reduction
in funds available for short-term investments. The proceeds from the IPO were
initially invested in government securities and money market funds until small
business loans were identified and funded. The average short-term investments
of the Company decreased by $6.8 million (44%) from $15.3 million during the
three months ended March 31, 1995, to $8.5 million during the three months
ended March 31, 1996. The Company had no material short-term investments during
the quarter ended March 31, 1996 until the completion of the structured
financing in mid-March (see Note 5 to the consolidated financial statements).
The average yields on short-term investments during the three months ended
March 31, 1996 and 1995 were approximately 5.6% and 5.5%, respectively.
Other income decreased by $27,000 (32%), from $84,000 during the three
months ended March 31, 1995, to $57,000 during the three months ended March 31,
1996. Other income consists of: (i) amortization of construction monitoring
fees, (ii) prepayment penalties, (iii) late fees and other loan fees and (iv)
other miscellaneous collections. The decrease was primarily due to the fees
collected on a prepaid loan during the three months ended March 31, 1995 of
$51,000. The decrease was offset by income recognized from the monitoring of
construction hotel/motel projects in process which increased by $7,000 from
$32,000 during the three months ended March 31, 1995, to $39,000 during the
three months ended March 31, 1996.
Expenses consisted primarily of the servicing and advisory fees paid to
the Investment Manager. The operating expenses borne by the Investment Manager
include any compensation to the Company's officers (other than stock options)
and the cost of office space, equipment and other personnel required for the
Company's day-to-day operations. The expenses paid by the Company include
transaction costs incident to the acquisition and disposition of investments,
regular legal and
8
<PAGE> 11
auditing fees and expenses, the fees and expenses of the Company's Independent
Trust Managers, the costs of printing and mailing proxies and reports to
shareholders and the fees and expenses of the Company's custodian and transfer
agent, if any. The Company, rather than the Investment Manager, will also be
required to pay expenses associated with any litigation and other extraordinary
or nonrecurring expenses. Pursuant to the Investment Management Agreement, the
Company incurred an aggregate of $356,000 in management fees for the three
months ended March 31, 1996. Of the total management fees paid or payable to
the Investment Manager during the three months ended March 31, 1996, $80,000
has been offset against commitment fees as a direct cost of originating loans.
Investment management fees were $240,000 for the three months ended March 31,
1995. Of the total management fees paid or payable to the Investment Manager
during the three months ended March 31, 1995, $80,000 was offset against
commitment fees as a direct cost of originating loans. The increase in
investment management fees of $116,000 (prior to offsetting direct costs of
originating loans), or 48%, is primarily due to the average invested assets
increasing from $35.2 million during the three months ended March 31, 1995 to
$60.6 million during the three months ended March 31, 1996 (a $25.4 million
increase, or 72%) and average total assets increasing from $51.4 million during
the three months ended March 31, 1995 to $66.4 million during the three months
ended March 31, 1996 ( a $15.0 million increase, or 29%).
Legal and accounting fees decreased by $17,000 (65%) from $26,000 during
the three months ended March 31, 1995, to $9,000 during the three months ended
March 31, 1996. This decrease is attributable to billing of accounting and
corporate legal fees during the three months ended March 31, 1995.
General and administrative expenses decreased by $8,000 (24%) from $33,000
during the three months ended March 31, 1995, to $25,000 during the three
months ended March 31, 1996. This decrease is primarily attributable to the
cost of printing and mailing the Company's dividend reinvestment plan and the
cost of registration of the Company's common shares of beneficial interest on
the American Stock Exchange during the three months ended March 31, 1995.
Interest expense of $252,000 relates to interest and non-utilization
charges on the Company's revolving credit facility (approximately $136,000),
interest on the structured financing (approximately $105,000) and interest
incurred on borrower advances during the three months ended March 31, 1996
(approximately $11,000). The obligation to pay interest on borrowers advances
is included in borrower advances on the accompanying balance sheet. The Company
did not have any outstanding borrowings during the three months ended March 31,
1995. Interest on borrower advances was $16,000 during the three months ended
March 31, 1995.
As the Company is currently qualified as a Real Estate Investment Trust
under the applicable provisions of the Internal Revenue Code of 1986, as
amended, there are no provisions in the financial statements for Federal income
taxes.
LIQUIDITY AND CAPITAL RESOURCES
The primary use of the Company's funds is to originate loans and, from
time to time, to acquire loans from governmental agencies and/or their agents.
The Company also uses funds for payment of dividends to shareholders,
management and advisory fees (in lieu of salaries and other administrative
overhead), general corporate overhead and interest and principal payments on
borrowed funds.
9
<PAGE> 12
In general, to meet its liquidity requirements, including expansion of its
outstanding loan portfolio, the Company may use: (i) its short-term credit
facility as described below, (ii) placement of long-term borrowings, (iii)
issuance of debt securities and/or (iv) offering of additional equity
securities, including preferred shares of beneficial interest (the "Preferred
Shares"). Pursuant to the Investment Management Agreement, if the Company does
not have available capital to fund outstanding commitments, the Investment
Manager will refer such commitments to affiliates of the Company. The ability of
the Company to meet its liquidity needs will depend on its ability to borrow
funds or issue equity securities on favorable terms.
At March 31, 1996, the Company had $17.0 million of cash and cash
equivalents and approximately $35.7 million in outstanding commitments to
originate loans. Such commitments were made in the ordinary course of the
Company's business. These commitments to extend credit are conditioned upon
compliance with the terms of the commitment letter. Commitments have fixed
expiration dates and require payment of a fee. Since some commitments expire
without the proposed loan closing, the total committed amounts do not
necessarily represent future cash requirements.
By December 31, 1995, the Company invested all the proceeds from its IPO
in loans to small businesses. During 1995, the Company completed an arrangement
for a revolving credit facility providing the Company with funds to originate
loans collateralized by commercial real estate. This credit facility provides
the Company up to the lesser of $20 million or an amount equal to 50% of the
value of the underlying property collateralizing the borrowings. At March 31,
1996, the Company had no outstanding borrowings under the credit facility and
availability was $20 million. The Company is charged interest on the balance
outstanding, if any, under the credit facility at the Company's election of
either the prime rate of the lender less 50 basis points or 200 basis points
over the 30, 60 or 90 day LIBOR.
During March 1996, the Company, through a limited partnership structure,
completed a private placement of approximately $29.5 million of notes issued
pursuant to a rated structured financing collateralized by a portion of the
Company's commercial loan portfolio (the "Private Placement"). The financing
resulted in net proceeds to the Company of approximately $27.3 million, of
which approximately $10.3 million were used to repay outstanding borrowings
under the Company's credit facility. After utilization of these funds and until
such time as additional long-term financing is available, the Company will
continue to borrow funds based on a variable rate of interest (short-term
borrowings) and originate loans on a fixed-rate of interest. Net income on
these leveraged funds will be materially dependent on the spread between the
rate at which it borrows funds and the rate at which it loans these funds.
Additional funds will be available to the Company from the proceeds of the
dividend reinvestment plan or SBA 504 loan takeouts.
Management anticipates that (i) available short-term investments, (ii)
availability under the revolving credit facility and (iii) proceeds from the
dividend reinvestment plan and SBA 504 takeouts, will be adequate to meet its
existing obligations.
Loan demand has remained strong. The Private Placement may not provide the
Company with sufficient funds to expand the outstanding portfolio consistent
with historical growth levels. Accordingly, during the year ending December 31,
1996, the Company may seek additional sources
10
<PAGE> 13
of financing through private or public sale of common shares of beneficial
interest as described above. On April 23, 1996, the Company filed a
registration statement on Form S-11 with the Securities and Exchange Commission
to register for sale up to 2,360,000 common shares of beneficial interest. The
registration is ongoing and there can be no assurance that the registration
statement will be declared effective or that the Company will be able to sell
any of the shares. If sources of funds described above are not available, the
Company will utilize its $20 million revolving credit facility and may have to
slow the rate of increasing the outstanding loan portfolio.
In general, if the returns on loans originated by the Company with funds
obtained from any borrowing or the issuance of any Preferred Shares fail to
cover the cost of such funds, the net cash flow on such loans will be negative.
Additionally, any increase in the interest rate earned by the Company on
investments in excess of the interest rate or dividend rate incurred on the
funds obtained from either borrowings or the issuance of Preferred Shares would
cause its net income to increase more than it would without the leverage.
Conversely, any decrease in the interest rate earned by the Company on
investments would cause net income to decline by a greater amount than it would
if the funds had not been obtained from either borrowings or the issuance of
Preferred Shares. Leverage is thus generally considered a speculative
investment technique.
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED ON THIS FORM 10-Q
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. These statements include the plans and objectives of
management for future operations, including 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
that involve numerous risks and uncertainties. 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 the control of the Company. Although the Company believes 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 the Company or any other person
that the objectives and plans of the Company will be achieved.
11
<PAGE> 14
PART II
Other Information
ITEM 6. Exhibits and Reports on Form 8-K
A. Exhibits
27 Financial Data Schedule
B. Forms 8-K
No reports on Form 8-K were filed during the quarter ended March 31,
1996.
12
<PAGE> 15
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: 5/14/96 /s/ LANCE B. ROSEMORE
------------------------ -----------------------------
Lance B. Rosemore
President
Date: 5/14/96 /s/ BARRY N. BERLIN
------------------------ -----------------------------
Barry N. Berlin
Chief Financial Officer
(Principal Accounting Officer)
13
<PAGE> 16
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH
31, 1996 FORM 10Q OF PMC COMMERCIAL TRUST AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 173,946
<SECURITIES> 16,830,812
<RECEIVABLES> 63,341,691<F1>
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 83,165,479<F2>
<CURRENT-LIABILITIES> 4,664,510<F3>
<BONDS> 29,500,000
<COMMON> 49,144,887
0
0
<OTHER-SE> (143,918)
<TOTAL-LIABILITY-AND-EQUITY> 83,165,479
<SALES> 0
<TOTAL-REVENUES> 1,906,786
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 310,547
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 251,769
<INCOME-PRETAX> 1,344,470
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,344,470
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,344,470
<EPS-PRIMARY> 0.38
<EPS-DILUTED> 0.38
<FN>
<F1>Includes current and long-term portion of all loans receivable and related
interest receivable
<F2>Includes the following items not included above:
(i) Other assets, net $ 50,000
(ii) Deferred borrowing costs 357,754
(iii) Restricted investments 2,411,276
----------
$2,819,030
==========
<F3>Includes the following:
(i) Dividends payable $1,310,166
(ii) Accounts payable 5,859
(iii) Interest payable 227,921
(iv) Borrower advances 1,106,265
(v) Unearned Commitment fees 816,611
(vi) Due to affiliates 1,043,627
(vii) Unearned construction
monitoring fees 154,061
----------
$4,664,510
==========
</FN>
</TABLE>
