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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _______to ________
Commission File Number: 1-13610
PMC COMMERCIAL TRUST
(Exact name of registrant as specified in its charter)
TEXAS 75-6446078
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18111 PRESTON ROAD, SUITE 600, DALLAS, TX 75252 (972) 349-3200
(Address of principal executive offices) (Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
COMMON SHARES OF BENEFICIAL INTEREST, $.01 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the Common Shares of Beneficial
Interest on February 26, 1999 as reported on the American Stock Exchange, was
approximately $ 92 million. Common Shares of Beneficial Interest held by each
officer and trust manager and by each person who owns 10% or more of the
outstanding Common Shares of Beneficial Interest have been excluded because such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.
As of February 26, 1999, Registrant had outstanding 6,523,311 Common Shares of
Beneficial Interest.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days after the year covered by this Form 10-K
with respect to the Annual Meeting of Shareholders to be held on May 12, 1999
are incorporated by reference into Part III.
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EXPLANATORY NOTE
This Amendment No.1 to Form 10-K is being filed by PMC Commercial Trust (the
"Company") to correct an EDGAR computer conversion inputting error which
inadvertently modified certain cash flow numbers on the Company's Consolidated
Statements of Cash Flows as originally filed with the Form 10-K. The items in
the "Cash flows from operating activities", more specifically the "Change in
other liabilities" and the "Net cash flows provided by operating activities"
should be as set forth on the revised Consolidated Statements of Cash Flows
filed herewith.
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PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Years ended December 31,
------------------------------------
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ............................................... $ 11,371 $ 10,389 $ 7,177
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ......................................... 976 -- --
Accretion of discount and fees ....................... (838) (820) (453)
Amortization of organization and borrowing costs ..... 267 103 83
Provision for loan losses ............................ 40 60 --
Commitment fees collected, net ....................... 590 569 1,270
Construction monitoring fees collected, net .......... 78 (4) 244
Changes in operating assets and liabilities:
Accrued interest receivable ...................... (132) (39) (205)
Other assets ..................................... (257) 18 7
Interest payable ................................. 312 (57) 183
Borrower advances ................................ (643) (2,971) 3,823
Due to affiliates ................................ 888 (281) (220)
Other liabilities ................................ 1,567 27 152
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NET CASH PROVIDED BY OPERATING ACTIVITIES .................. 14,219 6,994 12,061
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans funded ............................................. (42,968) (43,129) (40,430)
Principal collected ...................................... 32,126 25,843 7,181
Purchase of real estate .................................. (62,750) -- --
Investment in restricted investments, net ................ (7,523) (3,007) (2,759)
-------- -------- --------
NET CASH USED IN INVESTING ACTIVITIES ...................... (81,115) (20,293) (36,008)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares ................. 2,132 5,038 38,286
Proceeds from issuance of notes payable ................. 66,100 -- 29,500
Payment of principal on notes payable ................... (17,669) (7,927) (2,852)
Net proceeds (payments) on Revolver ..................... 28,235 -- (7,920)
Payment of dividends .................................... (11,089) (9,744) (6,294)
Payment of borrowing costs .............................. (624) -- (450)
Payment of issuance costs ............................... -- (16) (547)
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES ........ 67,085 (12,649) 49,723
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....... 189 (25,948) $ 25,776
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR ............... 36 25,984 $ 208
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF YEAR ..................... $ 225 $ 36 $ 25,984
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SUPPLEMENTAL DISCLOSURES:
Dividends reinvested .................................... $ 284 $ 419 $ 210
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Dividends declared, not paid ............................ $ 2,967 $ 2,749 $ 2,495
======== ======== ========
Interest paid ........................................... $ 4,334 $ 1,687 $ 1,617
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</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THESE CONSOLIDATED FINANCIAL STATEMENTS.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: April 2, 1999 PMC COMMERCIAL TRUST
By: /s/ Barry N. Berlin
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Barry N. Berlin
Chief Financial Officer
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