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PMC Commercial Trust 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Form 10-Q
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One);
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010
OR
     
o   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 incorporation or organization)
  (I.R.S. Employer Identification No.)
     
17950 Preston Road, Suite 600, Dallas, TX 75252   (972) 349-3200
     
(Address of principal executive offices)   (Registrant’s 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):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
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 November 3, 2010, the Registrant had outstanding 10,559,554 Common Shares of Beneficial Interest, par value $.01 per share.
 
 

 

 


 

PMC COMMERCIAL TRUST AND SUBSIDIARIES
INDEX
         
    PAGE NO.  
       
 
       
       
 
       
    1  
 
       
    2  
 
       
    3  
 
       
    4  
 
       
    5  
 
       
    6  
 
       
    20  
 
       
    39  
 
       
    43  
 
       
       
 
       
    44  
 
       
    44  
 
       
    44  
 
       
    44  
 
       
    44  
 
       
    44  
 
       
    45  
 
       
 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32.1
 Exhibit 32.2

 

 


Table of Contents

PART I
Financial Information
ITEM 1.
Financial Statements
PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
                 
    September 30,     December 31,  
    2010     2009  
    (Unaudited)  
ASSETS
               
Loans receivable, net
  $ 231,326     $ 196,642  
Restricted cash and cash equivalents
    5,147       1,365  
Cash and cash equivalents
    4,671       7,838  
Real estate owned
    2,304       5,479  
Retained interests in transferred assets
    1,029       12,527  
Other assets
    6,046       4,392  
 
           
 
               
Total assets
  $ 250,523     $ 228,243  
 
           
 
               
LIABILITIES AND EQUITY
               
Liabilities:
               
Junior subordinated notes
  $ 27,070     $ 27,070  
Structured notes payable
    23,102       8,291  
Secured borrowings — government guaranteed loans
    18,933        
Revolving credit facility
    13,600       23,000  
Debentures payable
    8,176       8,173  
Borrower advances
    3,300       2,368  
Accounts payable and accrued expenses
    2,246       2,364  
Dividends payable
    1,712       1,731  
Deferred income
    685       686  
Redeemable preferred stock of subsidiary
          1,975  
Other liabilities
    76       127  
 
           
 
               
Total liabilities
    98,900       75,785  
 
           
 
               
Commitments and contingencies
               
 
               
Beneficiaries’ equity:
               
Common shares of beneficial interest; authorized 100,000,000 shares of $0.01 par value; 11,095,883 and 11,084,683 shares issued at September 30, 2010 and December 31, 2009, respectively, 10,559,554 and 10,548,354 shares outstanding at September 30, 2010 and December 31, 2009, respectively
    111       111  
Additional paid-in capital
    152,738       152,611  
Net unrealized appreciation of retained interests in transferred assets
    256       325  
Cumulative net income
    171,860       167,686  
Cumulative dividends
    (169,341 )     (164,274 )
 
           
 
    155,624       156,459  
 
               
Less: Treasury stock; at cost, 536,329 shares at September 30, 2010 and December 31, 2009
    (4,901 )     (4,901 )
 
           
 
               
Total beneficiaries’ equity
    150,723       151,558  
 
               
Noncontrolling interests — cumulative preferred stock of subsidiary
    900       900  
 
           
 
               
Total equity
    151,623       152,458  
 
           
 
               
Total liabilities and equity
  $ 250,523     $ 228,243  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
                                 
    Nine Months Ended     Three Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
    (Unaudited)  
Revenues:
                               
Interest income
  $ 10,198     $ 8,466     $ 3,483     $ 2,830  
Income from retained interests in transferred assets
    113       2,369       38       672  
Other income
    1,382       1,265       782       735  
 
                       
 
                               
Total revenues
    11,693       12,100       4,303       4,237  
 
                       
 
                               
Expenses:
                               
Interest
    3,042       2,240       1,042       644  
Salaries and related benefits
    2,897       2,864       986       944  
General and administrative
    1,662       1,380       450       403  
Provision for loan losses, net
    389       596       487       393  
Permanent impairments on retained interests in transferred assets
          515             438  
 
                       
 
                               
Total expenses
    7,990       7,595       2,965       2,822  
 
                       
 
                               
Income before income tax benefit (provision) and discontinued operations
    3,703       4,505       1,338       1,415  
 
                               
Income tax benefit (provision)
    32       104       (96 )     54  
 
                       
 
                               
Income from continuing operations
    3,735       4,609       1,242       1,469  
 
                               
Discontinued operations
    (27 )     476       (35 )     426  
 
                       
 
                               
Net income
  $ 3,708     $ 5,085     $ 1,207     $ 1,895  
 
                       
 
                               
Weighted average shares outstanding:
                               
Basic
    10,552       10,582       10,558       10,548  
 
                       
Diluted
    10,568       10,582       10,574       10,548  
 
                       
 
                               
Basic and diluted earnings per share:
                               
Income from continuing operations
  $ 0.35     $ 0.44     $ 0.11     $ 0.14  
Discontinued operations
          0.04             0.04  
 
                       
Net income
  $ 0.35     $ 0.48     $ 0.11     $ 0.18  
 
                       
The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
                                 
    Nine Months Ended     Three Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
    (Unaudited)  
 
                               
Net income
  $ 3,708     $ 5,085     $ 1,207     $ 1,895  
 
                       
 
                               
Change in unrealized appreciation of retained interests in transferred assets:
                               
 
                               
Net unrealized appreciation (depreciation) arising during period
    203       82       183       (100 )
Net realized gains included in net income
    (7 )     (67 )     (3 )     (24 )
 
                       
 
    196       15       180       (124 )
 
                       
 
                               
Comprehensive income
  $ 3,904     $ 5,100     $ 1,387     $ 1,771  
 
                       
The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share and per share data)
                                                                         
    Nine Months Ended September 30, 2009  
    (Unaudited)  
                            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, 2009
    10,694,788     $ 111     $ 152,460     $ 620     $ 160,925     $ (156,829 )   $ (3,825 )   $ 900     $ 154,362  
Net unrealized appreciation
                      15                               15  
Treasury shares, net
    (164,834 )                                   (1,076 )           (1,076 )
Share-based compensation expense
    18,400             127                                     127  
Dividends ($0.545 per share)
                                  (5,757 )                 (5,757 )
Net income
                            5,085                         5,085  
 
                                                     
Balances, September 30, 2009
    10,548,354     $ 111     $ 152,587     $ 635     $ 166,010     $ (162,586 )   $ (4,901 )   $ 900     $ 152,756  
 
                                                     
                                                                         
    Nine Months Ended September 30, 2010  
    (Unaudited)  
                            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 appreciation
                      196                               196  
Shares issued through exercise of stock options
    1,500             11                                     11  
Share-based compensation expense
    9,700             116                                     116  
Dividends ($0.48 per share)
                                  (5,067 )                 (5,067 )
Net income
                            3,708                         3,708  
 
                                                     
Balances, September 30, 2010
    10,559,554     $ 111     $ 152,738     $ 256     $ 171,860     $ (169,341 )   $ (4,901 )   $ 900     $ 151,623  
 
                                                     
The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

PMC COMMERCIAL TRUST AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
                 
    Nine Months Ended  
    September 30,  
    2010     2009  
    (Unaudited)  
Cash flows from operating activities:
               
Net income
  $ 3,708     $ 5,085  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation
    11       19  
Permanent impairments on retained interests in transferred assets
          515  
Gains on sales of real estate
    (78 )     (642 )
Deferred income taxes
    (564 )     (170 )
Provision for loan losses, net
    389       596  
Unrealized premium adjustment
    1,205       162  
Amortization and accretion, net
    85       (199 )
Share-based compensation
    116       127  
Capitalized loan origination costs
    (230 )     (134 )
Loans funded, held for sale
    (23,689 )     (13,966 )
Proceeds from sale of guaranteed loans
          15,375  
Principal collected on loans
    146        
Loan fees remitted, net
    (64 )     (58 )
Change in operating assets and liabilities:
               
Other assets
    (285 )     270  
Borrower advances
    932       (524 )
Accounts payable and accrued expenses
    (32 )     (1,027 )
Other liabilities
    (39 )     (128 )
 
           
Net cash provided by (used in) operating activities
    (18,389 )     5,301  
 
           
 
               
Cash flows from investing activities:
               
Loans funded
    (6,354 )     (2,251 )
Principal collected on loans
    16,410       10,265  
Principal collected on retained interests in transferred assets
    161       246  
Principal collected on mortgage-backed security of affiliate
          109  
Investment in retained interests in transferred assets
          (559 )
Proceeds from sales of real estate owned
    2,291        
Investment in unconsolidated subsidiary
    (1,024 )      
Purchase of furniture, fixtures and equipment
          (5 )
Release of (investment in) restricted cash and cash equivalents, net
    (385 )     1,326  
 
           
Net cash provided by investing activities
    11,099       9,131  
 
           
 
               
Cash flows from financing activities:
               
Purchase of treasury shares
          (1,076 )
Proceeds from issuance of common shares
    11        
Proceeds from (repayment of) revolving credit facility, net
    (9,400 )     1,200  
Payment of principal on structured notes payable
    (4,459 )     (5,517 )
Proceeds from secured borrowings — government guaranteed loans
    25,203        
Payment of principal on secured borrowings — government guaranteed loans
    (146 )      
Redemption of redeemable preferred stock of subsidiary
    (2,000 )     (2,000 )
Payment of dividends
    (5,086 )     (7,993 )
 
           
Net cash provided by (used in) financing activities
    4,123       (15,386 )
 
           
 
               
Net decrease in cash and cash equivalents
    (3,167 )     (954 )
 
               
Cash and cash equivalents, beginning of year
    7,838       10,606  
 
           
 
               
Cash and cash equivalents, end of period
  $ 4,671     $ 9,652  
 
           
The accompanying notes are an integral part of these consolidated financial statements.

 

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Table of Contents

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 September 30, 2010 and results of operations for the three and nine months ended September 30, 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 and nine months ended September 30, 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)  
Included $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 cash reserve accounts required to be held on behalf of the structured noteholders as collateral pursuant to the transaction documents. Cash reserve accounts may be required to be used to repay the structured noteholders pursuant to the transaction documents.

 

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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 cash premiums until any potential contingency period for having to refund the premium has expired) or permanently (if the loans were sold for excess spread or if the loans were sold for excess spread and a premium). Excess spread represents the difference between the interest rate paid to us from our borrowers and the rate we paid to the purchaser of the guaranteed portion of the loan and servicing costs. To the extent secured borrowings include cash premiums, these premiums will be recognized as income after a period of at least 90 days for the loans sold solely for a cash premium or amortized as a reduction to interest expense over the life of the loan using the interest method for loans sold for a premium and excess spread.
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 amended the accounting guidance for transfers of financial assets including (1) eliminating the concept of qualified special purpose entities 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 the proceeds received from 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 the income statement in the period when the contingencies are satisfied. Furthermore, to the extent certain criteria are not met, we are required to permanently treat certain of the proceeds received from legally sold portions of loans (those sold for excess spread or those sold for a cash premium and excess spread) as secured borrowings for the life of the loan. For statement of cash flows purposes, proceeds received from the sale of the guaranteed portion 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 required an entity to perform an analysis to determine whether the entity’s 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 entity’s 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 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.
ASC topic 310 was issued in July 2010. ASC 310 requires additional disclosures about the credit quality of financing receivables and the allowance for credit losses. ASC 310 is effective for interim and annual reporting periods ending on or after December 15, 2010. We are currently evaluating the effect of ASC 310 on our consolidated financial statements.

 

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PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
Note 4. Share-Based Compensation Plans:
We granted 26,500 option awards on June 12, 2010 at an exercise price of $8.35 (the closing price on June 11, 2010). The fair value of this option award was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:
         
Assumption        
Expected Term (years)
    3.0  
Risk-Free Interest Rate
    1.23 %
Expected Dividend Yield
    7.66 %
Expected Volatility
    40.29 %
Expected Forfeiture Rate
    10.0 %
The expected term of the options granted represents the period of time that the options are expected to be outstanding and was based on historical data. The risk-free rate was based on the three-year U.S. Treasury rate corresponding to the expected term of the options. We used historical information to determine our expected volatility and forfeiture rates. We recorded compensation expense of approximately $33,000 during the nine months ended September 30, 2010 related to this option grant. We granted 15,000 option awards on June 13, 2009 at an exercise price of $8.35 (the closing price on June 12, 2009) and recorded compensation expense of approximately $11,000 during the nine months ended September 30, 2009.
In addition, we issued an aggregate of 13,100 restricted shares to executive officers and our Board of Trust Managers on June 12, 2010 at the then current market price of the shares of $8.35. We issued an aggregate of 18,400 and 16,500 restricted shares to executive officers and our Board of Trust Managers on June 13, 2009 and June 14, 2008, respectively, at the then current market price of the shares. There were forfeitures of 3,400 restricted shares during June 2010. The restricted shares vest based on two years of continuous service with one-third of the shares vesting immediately upon issuance of the shares and one-third vesting at the end of each of the next two years. Restricted share awards provide for accelerated vesting if there is a change in control (as defined in the plan).
Compensation expense related to the restricted shares is being recognized over the vesting periods. We recorded compensation expense of $17,000 and $24,000 during the three months ended September 30, 2010 and 2009, respectively, and $83,000 and $116,000 during the nine months ended September 30, 2010 and 2009, respectively, related to restricted shares. As of September 30, 2010, there was approximately $64,000 of total unrecognized compensation expense related to restricted shares which will be recognized over the next two years.

 

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PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
Note 5. Loans Receivable, net:
Loans receivable, net, consisted of the following:
                 
    September 30,     December 31,  
    2010     2009  
    (In thousands, except footnotes)  
Commercial mortgage loans (1)
  $ 169,602     $ 155,137  
SBA 7(a) program loans (2)
    34,261       15,256  
SBIC commercial mortgage loans (3)
    29,194       27,854  
 
           
Total loans receivable
    233,057       198,247  
Less:
               
Deferred commitment fees, net
    (73 )     (348 )
Loan loss reserves
    (1,658 )     (1,257 )
 
           
Loans receivable, net
  $ 231,326     $ 196,642  
 
           
 
     
(1)  
At September 30, 2010, included approximately $41.9 million of loans held as collateral for the outstanding structured notes of PMC Joint Venture, L.P. 2003 (the “2003 Joint Venture”), the 2000 Joint Venture and the 1998 Partnership. The remaining loans are held as collateral for our revolving credit facility. At December 31, 2009, included approximately $19.8 million of loans held as collateral for the outstanding structured notes of the 2003 Joint Venture.
 
(2)  
Net of retained loan discounts of $1.4 million and $1.5 million at September 30, 2010 and December 31, 2009, respectively. At September 30, 2010, included approximately $17.8 million (guaranteed loan portion) of loans which were sold with the proceeds received from the sale reflected as secured borrowings — government guaranteed loans (a liability on our consolidated balance sheet).
 
(3)  
Originated by our Small Business Investment Company (“SBIC”) subsidiaries.
The activity in our loan loss reserves was as follows:
                 
    Nine Months Ended  
    September 30,  
    2010     2009  
    (In thousands)  
Balance, beginning of year
  $ 1,257     $ 480  
Provision for loan losses
    769       674  
Reduction of loan losses
    (381 )     (78 )
Consolidation of the 2000 Joint Venture and the 1998 Partnership reserves
    184        
Principal balances written-off
    (171 )     (212 )
 
           
Balance, end of period
  $ 1,658     $ 864  
 
           

 

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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:
                 
    September 30,     December 31,  
    2010     2009  
    (In thousands)  
Impaired loans requiring reserves
  $ 5,554     $ 3,132  
Impaired loans expected to be fully recoverable
    1,211       228  
 
           
Total impaired loans
  $ 6,765     $ 3,360  
 
           
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
    (In thousands)  
Average impaired loans
  $ 5,990     $ 4,582     $ 4,549     $ 6,499  
 
                       
 
                               
Interest income on impaired loans
  $ 38     $ 53     $ 114     $ 70  
 
                       
Our recorded investment in non-accrual loans at September 30, 2010 and December 31, 2009 was approximately $6,703,000 and $3,151,000, respectively. At September 30, 2010, we had one loan past due over 90 days which was accruing interest due to subsequent payments received. We did not have any loans past due 90 days or more which were accruing interest at December 31, 2009. The collateral securing substantially all of our nonaccrual loans at September 30, 2010 was in the process of foreclosure.
Note 6. Retained Interests:
Our Retained Interests consisted of the following:
                                 
    September 30, 2010     December 31, 2009  
    Estimated             Estimated        
    Fair Market             Fair Market        
    Value     Cost     Value     Cost  
    (In thousands)  
First Western
  $ 1,029     $ 773     $ 994     $ 934  
1998 Partnership (1)
                1,393       1,355  
2000 Joint Venture (1)
                10,140       9,913  
 
                       
 
  $ 1,029     $ 773     $ 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 September 30, 2010 included a prepayment speed of 15% per annum and a discount rate of 13.4%.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
The following sensitivity analysis of our Retained Interests at September 30, 2010 highlights the volatility that results when prepayments and discount rates are different than our assumptions:
                 
    Estimated        
    Fair        
Changed Assumption   Value     Asset Change (1)  
    (In thousands)  
Prepayments increase by 500 basis points per annum
  $ 893     $ (136 )
Prepayments increase by 1000 basis points per annum
  $ 789     $ (240 )
Discount rates increase by 300 basis points
  $ 958     $ (71 )
Discount rates increase by 500 basis points
  $ 915     $ (114 )
 
     
(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.
Note 7. Other Assets:
Other assets consisted of the following:
                 
    September 30,     December 31,  
    2010     2009  
    (In thousands)  
Investment in variable interest entities (1)
  $ 2,188     $ 1,122  
Interest receivable
    770       594  
Deferred borrowing costs, net
    849       885  
Deferred tax asset, net (2)
    958       394  
Servicing asset, net
    783       728  
Prepaid expenses and deposits
    327       343  
Other
    171       326  
 
           
 
  $ 6,046     $ 4,392  
 
           
 
     
(1)  
During August 2010, we increased our investment in our unconsolidated variable interest entity by repaying its mortgage note of approximately $1.0 million.
 
(2)  
The increase in our deferred tax asset is due primarily to the deferral of gain recognition on Secondary Market Loan Sales due to a change in accounting rules effective January 1, 2010.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
Note 8. Debt:
Information on our debt was as follows:
                                         
                                    Weighted  
                                    Average  
                                    Interest Rate  
                    Weighted Average     on Underlying  
    Carrying Value (1)     Coupon Rate at     Loans at  
    September 30,     December 31,     September 30,     December 31,     September 30,  
    2010     2009     2010     2009     2010  
    (Dollars in thousands, except footnotes)        
 
                                       
Structured notes payable (2):
                                       
2003 Joint Venture
  $ 7,373     $ 8,291       3.03 %     2.79 %     4.53 %(3)
2000 Joint Venture
    12,289             7.28 %     NA       9.53 %
1998 Partnership
    3,440             2.25 %     NA       4.98 %
 
                                   
 
    23,102       8,291                          
 
                                   
 
                                       
Junior subordinated notes
    27,070       27,070       3.78 %     3.53 %     NA  
 
                                   
 
                                       
Revolving credit facility (4)
    13,600       23,000       3.25 %     3.25 %     NA  
 
                                   
 
                                       
Debentures payable
    8,176       8,173       5.90 %     5.90 %     NA  
 
                                   
 
                                       
Secured borrowings — government guaranteed loans (5):
                                       
Loans sold for premiums
    443             4.54 %     NA       6.00 %
Loans sold for a premium and excess spread
    12,354             3.97 %     NA       5.94 %
Loans sold for excess spread
    6,136             1.58 %     NA       5.96 %
 
                                   
 
    18,933                                
 
                                   
 
                                       
Redeemable preferred stock of subsidiary (6)
          1,975       NA       4.00 %     NA  
 
                                   
Debt
  $ 90,881     $ 68,509                          
 
                                   
 
     
(1)  
The face amount of debt as of September 30, 2010 and December 31, 2009 was $90,895,000 and $68,551,000, respectively.
 
(2)  
Beginning January 2010, due to a change in accounting rules, the 2000 Joint Venture and the 1998 Partnership were consolidated.
 
(3)  
The weighted average rate on the underlying collateral for the 2003 Joint Venture at December 31, 2009 was 4.31%.
 
(4)  
Our revolving credit facility was extended through December 31, 2011. The total amount available is $30 million to maturity.
 
(5)  
Due to a change in accounting rules, effective January 1, 2010, cash proceeds received from government guaranteed loans sold for (1) premiums are reflected temporarily as secured borrowings until any potential contingency period for having to refund the premiums is satisfied, (2) excess spread are reflected permanently as secured borrowings for the life of the loan and (3) premiums and excess spread are reflected permanently as secured borrowings for the life of the loan (principal portion) and temporarily as secured borrowings until any potential contingency period for having to refund the premiums is satisfied (for cash premiums) and then amortized as a reduction of interest expense over 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. For loans sold for premiums and excess spread, 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.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
Principal payments on our debt at September 30, 2010 were as follows:
                         
            Structured        
            Notes and        
Years Ending           Secured     All Other  
September 30,   Total     Borrowings (1)     Debt (2)  
    (In thousands)  
2011
  $ 4,522     $ 4,522     $  
2012
    17,956       4,356       13,600  
2013
    8,763       4,573       4,190  
2014
    4,570       4,570        
2015
    8,612       4,612       4,000  
Thereafter
    46,472       19,402       27,070  
 
                 
 
  $ 90,895     $ 42,035     $ 48,860  
 
                 
 
     
(1)  
Principal payments are generally 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 within approximately 90 days. No payment is due on the structured notes or secured borrowings unless payments are received from the borrowers on the loans underlying them.
 
(2)  
Represents the revolving credit facility, junior subordinated notes and debentures payable.
Note 9. Earnings Per Share:
The computations of basic earnings per common share are based on our weighted average shares outstanding. For purposes of calculating diluted earnings per share, the weighted average shares outstanding were increased by 16,000 shares to reflect the dilutive effect of stock options during both the three and nine months ended September 30, 2010. During the three and nine months ended September 30, 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 77,000 and 90,000 common shares during the three and nine months ended September 30, 2010 and 2009, respectively, because the options’ exercise prices were greater than the average market price of the shares.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
Note 10. Dividends Declared:
Dividends declared during 2010 were as follows:
             
        Amount  
Date Paid   Record Date   Per Share  
 
           
April 12, 2010
  March 31, 2010   $ 0.16  
July 12, 2010
  June 30, 2010     0.16  
October 12, 2010
  September 30, 2010     0.16  
 
         
 
      $ 0.48  
 
         
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 11. 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 2009’s REIT taxable income.
PMC Commercial has wholly-owned taxable REIT subsidiaries (“TRS’s”) which are subject to Federal income taxes. The income generated from the TRS’s is taxed at normal corporate rates.
Note 12. Fair Value Measurements:
At September 30, 2010, Retained Interests was our only asset that was required to be measured at fair value on a recurring basis. No liabilities were required to be measured at fair value on a recurring basis. A financial instrument’s 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.

 

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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:
                 
    Nine Months Ended  
    September 30,  
    2010     2009  
    (In thousands, except footnotes)  
Value, beginning of period
  $ 12,527     $ 33,248  
Principal collections
    (161 )     (246 )
Realized gains included in net income (1)
    (7 )     (67 )
Investments
          884  
Permanent impairments
          (515 )
Repurchases/Consolidation (2)
    (11,734 )     (21,129 )
Cumulative effect adjustment (3)
    201        
Accretion (4)
          156  
Unrealized appreciation
    203       82  
 
           
Value, end of period
  $ 1,029     $ 12,413  
 
           
 
               
Cost, end of period
  $ 773     $ 11,778  
 
           
 
     
(1)  
Included within income from Retained Interests.
 
(2)  
During the nine months ended September 30, 2010, represents the consolidation of the 2000 Joint Venture and the 1998 Partnership based upon new accounting rules effective January 1, 2010. During the nine months ended September 30, 2009, represents the consolidation of a securitization which attained its “clean-up” call provision and the repurchase of a securitization.
 
(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.
 
(4)  
Represents accretion of income in excess of principal collections, included within income from Retained Interests.
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.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
For impaired loans measured at fair value on a nonrecurring basis during the nine months ended September 30, 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     Nine Months Ended  
    September 30,     September 30, (2)  
    2010     2009     2010     2009  
    (In thousands)  
Impaired loans (1)
  $ 6,205     $ 4,234     $ 436     $ 172  
 
                       
 
     
(1)  
Carrying value represents our impaired loans net of loan loss reserves. Our carrying value is determined based on management’s 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 and market environment.
 
(2)  
Represents the net change in the provision for loan losses included in our consolidated statements of income 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 fair value thereafter. We use 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 management’s assessment of its fair value based on numerous factors including operating statistics to the extent available, the appraised value, tax assessed value and market environment. At September 30, 2010, the carrying value and estimated fair value of our real estate owned was $2,304,000. Included within our real estate owned is a full service hospitality property with a carrying value and estimated fair value of $1,249,000 which is owned by the 2003 Joint Venture.
The estimated fair values of our financial and nonfinancial instruments were as follows at September 30, 2010:
                 
            Estimated  
    Carrying     Fair  
    Amount     Value  
    (In thousands)  
Assets:
               
Loans receivable, net
  $ 231,326     $ 225,340  
Retained Interests
    1,029       1,029  
Restricted cash and cash equivalents
    5,147       5,147  
Cash and cash equivalents
    4,671       4,671  
 
               
Liabilities:
               
Structured notes payable
    23,102       23,066  
Secured borrowings — government guaranteed loans
    18,933       17,767  
Debentures payable
    8,176       9,003  
Revolving credit facility
    13,600       13,600  
Junior subordinated notes
    27,070       16,436  
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.

 

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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 creditor’s 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, adjusted for cash premiums, as the loans were sold in current third-party transactions.
Revolving credit facility: The carrying amount is a reasonable estimation of fair value as the interest rate on this instrument is variable and the relative short duration to maturity.
Note 13. Supplemental Disclosure of Cash Flow Information:
Information regarding our non-cash activities was as follows:
                 
    Nine Months Ended  
    September 30,  
    2010     2009  
    (In thousands)  
Loans receivable reclassified to real estate owned
  $ 2,461     $ 3,157  
 
           
 
               
Reclassification from secured borrowings — government guaranteed loans to loans receivable, net
  $ 7,290     $  
 
           
 
               
Loans receivable originated to facilitate sales of real estate owned
  $ 3,325     $  
 
           
 
               
Consolidation of loans receivable (1)
  $     $ 32,563  
 
           
 
     
(1)  
In addition, as described in Note 1, effective January 1, 2010, we are now consolidating the assets and liabilities of the 2000 Joint Venture and the 1998 Partnership, representing non-cash transactions. Previously, the 2000 Joint Venture and the 1998 Partnership were reflected as Retained Interests.

 

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PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
Note 14. 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 $13.9 million at September 30, 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 approximate $242,000.
Employment Agreements
We have employment agreements with our executive officers for three-year terms expiring June 30, 2013. 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 option.

 

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PMC COMMERCIAL TRUST AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)
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 Arlington’s 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 Court’s approval of Arlington’s 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 management’s opinion, the resolution of these legal actions and proceedings will not have a material adverse effect on our consolidated financial statements.
Other
We provide standard representations and warranties to the SBA at the time we sell the guaranteed portion of the loan. If the SBA establishes that a loss on an SBA guaranteed loan is attributable to significant technical deficiencies (a breach of standard representations and warranties) 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.

 

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ITEM 2.
Management’s 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 September 30, 2010 and results of operations for the three and nine months ended September 30, 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
General Economic Environment
Economic conditions have subjected the majority of our borrowers to financial stress. The operations of the limited service hospitality properties collateralizing our loans have been negatively impacted by the prolonged economic recession and continue to be impacted by the current economic environment. We are experiencing a significant amount of payment delinquencies, slow pays, insufficient funds payments, late fees, non-payment or lack of timely payment of real estate taxes and franchise fees, borrower requests for deferments of payment and liquidation and foreclosure activity.
There has been an increase in mortgage defaults and foreclosures in the broader commercial real estate market and a belief that these defaults may 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 and real estate owned. In conjunction with this increase in foreclosure activity, we have experienced, and will likely continue to experience, an increase in expenses associated with these properties which may be material. In addition, we may experience additional increases 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. Historically, we have not experienced significant losses 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. However, if the economy or the commercial real estate market does not improve, we could experience an increase in credit losses. In addition, due to the prolonged economic recession and the current economic environment, we believe that in general, our borrowers’ equity in their properties has eroded and may further erode which may result in an increase in foreclosure activity and credit losses.
As a result of these economic conditions, we have increased both our general and specific loan loss reserves. 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.

 

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Liquidity
Our revolving credit facility (the “Revolver”), which is collateralized by PMC Commercial’s loans, was extended during September 2010 and now matures on December 31, 2011. The total amount available under the Revolver was increased to $30 million until maturity.
During the first nine months of 2010, we reduced the outstanding balance under our Revolver by $9.4 million while our capital outlay to fund loans was $30.0 million. We received $25.2 million in proceeds from selling the government guaranteed portion of loans, $11.2 million in principal from payments on our loans receivable that collateralize our Revolver and $2.3 million in proceeds from selling real estate owned.
As a result of the depressed real estate markets, liquidity has been severely restricted. Capital providers (including banks and insurance companies) substantially reduced the availability of capital and widened spreads they required for many companies originating commercial mortgages. There is uncertainty as to how long it will take until economic conditions significantly improve and, as a result, what shape the economy will take. 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 and Regulatory Environment
As a result of liquidity issues, 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, primarily secured by real estate, 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 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 during periods of time all of which ended before May 31, 2010. Legislation was passed in September 2010 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) permanently increasing the 7(a) loan limit from $2 million to $5 million, (2) permanently 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 the earlier of December 31, 2010 or once appropriated funds have been fully utilized. We believe that we will 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.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Act”), passed in July 2010, provides new regulations and oversight of the financial services industry. While all provisions of this Act have not been finalized for implementation, we do not believe that this Act will have a material impact on us.

 

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Secondary Market Loan Sales
During the first nine months of 2010, we sold $25.2 million of the guaranteed portion of SBA 7(a) Program loans. Loans were sold for (1) cash premiums and the benefit of 100 basis points (1%) (the minimum spread required to be retained pursuant to SBA regulations) for a servicing spread on the sold portion of the loan, (2) future servicing spreads averaging 438 basis points (including the 100 basis points required to be retained) and no cash premiums, or (3) future servicing spreads averaging 141 basis points (including the 100 basis points required to be retained) and cash premiums of 10% (i.e., “hybrid loan sales”). 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 these loan sales.
For the loan sales where we received cash premiums and the minimum servicing spread of 1%, sale treatment will occur after any contingencies have been satisfied which should occur 90 to 120 days after the proceeds were received. We recorded $776,000 (before cost allocations) in gains on sale during the second and third quarters of 2010 relating to these loans sales in the first and second quarters of 2010 (reflected as premium income included in other income in our consolidated income statements). We expect to record a gain from sale of $41,000 (before cost allocations) during the fourth quarter of 2010 relating to these loan sales in the third quarter of 2010. Once gains are recorded, there is no significant difference between the old and new accounting rules for these sales. In effect, the change in the accounting rules is to defer gain recognition during the contingency period of at least 90 days.
The more significant accounting rule change relates to those loans where management believes the best economic opportunity was to forego the up-front cash premiums in lieu of significant future servicing spread or to sell the loan for an up-front cash premium and lesser future servicing spread (than if the loan was sold solely for 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. For loans sold solely for excess spread, this spread includes an average excess spread of 338 basis points to be received in future periods in addition to the SBA mandated minimum 100 basis points.
For tax purposes, since all of 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 January 1, 2010. Consequently, for tax purposes, we had gains of approximately $681,000 during the nine months ended September 30, 2010 related to sales of loans solely for excess spread but will not recognize any gains for book purposes. Instead, we will record book income as we receive the average 438 basis point spread as we service the sold portion of the loan. There can be no assurance that the loans will remain outstanding until maturity. However, management believes that the discounted present value of the future servicing spreads will be greater than the cash premiums we would have received since we expect the income received on the sold portion over the life of the loans (and the future incremental cash flows) to exceed the foregone premiums.
In addition, for tax purposes, we had gains of approximately $1,324,000 during the nine months ended September 30, 2010 related to hybrid loan sales but will not recognize gain for book purposes. Upon expiration of the contingency period, the cash premium will be amortized as a reduction of interest expense over the life of the loan using the interest method. We will record book income as we receive the average 141 basis point excess spread as we service the sold portion of the loan. Based on the current premium market, most of loans sold during the three months ended September 30, 2010 were hybrid loan sales and we anticipate that the majority of loans sold during the fourth quarter of 2010 will also be hybrid loan sales.

 

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In summary, our secondary market loan sale activity was as follows during the nine months ended September 30, 2010:
                                 
    Principal     Premium     Gain Upon Sale  
Type of Sale   Sold     Received     Book     Tax  
 
                               
Cash premium
  $ 7,736,000     $ 758,000     $ 776,000     $ 817,000  
Servicing spread
    6,188,000                   681,000  
Hybrid
    11,278,000       1,128,000             1,324,000  
 
                       
 
  $ 25,202,000     $ 1,886,000     $ 776,000     $ 2,822,000  
 
                       
The following highlights the difference between selling a loan for cash premium versus selling a loan for future excess spread versus selling a loan for a cash premium and future excess spread:
                         
    Cash     Excess        
    Premium     Spread     Hybrid  
 
                       
Loan amount
  $ 1,000,000     $ 1,000,000     $ 1,000,000  
Guaranteed portion of total loan
    90.00 %     90.00 %     90.00 %
Guaranteed loan amount
  $ 900,000     $ 900,000     $ 900,000  
Rate paid by borrower
    6.00 %     6.00 %     6.00 %
Rate paid to purchaser
    5.00 %     1.75 %     4.50 %
Total spread on sold portion of loan
    1.00 %     4.25 %     1.50 %
Premium percentage
    10.25 %           10.00 %
Proceeds from sale
  $ 992,250     $ 900,000     $ 990,000  
Premium received
  $ 92,250     $     $ 90,000  
Future servicing spread:
                       
Estimated cash flow — Year 1
  $ 8,900     $ 37,900     $ 13,400  
Estimated cash flow — Initial 5 years
  $ 42,800     $ 182,200     $ 64,300  
Total cash from sale at the end of 5 years (1)
  $ 1,035,050     $ 1,081,900     $ 1,054,300  
 
     
(1)  
Does not include the cash flow from the retained portion of the loan.
LOAN PORTFOLIO INFORMATION
Loan Activity
During the first nine months of 2010 we funded $27.6 million of SBA 7(a) Program loans and $2.4 million of conventional loans (a total of $30.0 million). At September 30, 2010, December 31, 2009 and September 30, 2009, our outstanding commitments to fund loans were approximately $13.9 million, $20.7 million and $23.2 million, respectively. We expect that fundings during 2010 will be between $35 million and $40 million. We expect that fundings during 2011 will be between $50 million and $60 million. These fundings will be predominantly through the SBA 7(a) Program.
In addition to our retained portfolio of $233.1 million at September 30, 2010, we service $51.0 million of aggregate principal balance of loans sold pursuant to Secondary Market Loan Sales. Prior to December 31, 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”).

 

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Information on our Serviced Portfolio, including prepayment trends, was as follows:
                                                 
    September 30,     December 31,  
    2010     2009     2008     2007     2006     2005  
    (Dollars in thousands)  
Serviced Portfolio (1)
  $ 284,136     $ 273,687     $ 275,530     $ 326,368     $ 397,567     $ 447,220  
 
                                               
Loans funded (2)
  $ 30,043     $ 30,435     $ 34,587     $ 33,756     $ 51,686     $ 49,942  
 
                                               
Prepayments (2) (3)
  $ 8,209     $ 12,795     $ 68,556     $ 84,137     $ 91,710     $ 41,049  
 
                                               
% Prepayments (4)
    4.0 %     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 nine months ended September 30, 2010.
 
(3)  
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 nine months ended September 30, 2010, represents annualized prepayments as a percentage of our Serviced Portfolio outstanding.
Retained Portfolio Rollforward
Loans originated and principal repayments on our Retained Portfolio were as follows:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
    (In thousands)  
Loans Originated:
                               
Loans Funded:
                               
SBA 7(a) Program loans
  $ 4,857     $ 8,415     $ 27,572     $ 16,217  
Commercial mortgage loans
    2,242             2,471        
 
                       
Total loans funded
    7,099       8,415       30,043       16,217  
 
                               
Other Loan Transactions:
                               
2003 Joint Venture (1)
          19,993             19,993  
2002 Joint Venture (1)
                      12,570  
2000 Joint Venture (2)
                22,912        
1998 Partnership (2)
                5,024        
Loans originated to facilitate sales of real estate owned
                3,325        
 
                       
Total loans originated
  $ 7,099     $ 28,408     $ 61,304     $ 48,780  
 
                       
 
                               
Principal Repayments and Other (3):
                               
Scheduled principal payments
  $ 2,500     $ 2,405     $ 8,055     $ 5,846  
Prepayments
    5,151       319       8,209       4,419  
Proceeds from sale of SBA 7(a) guaranteed loans (4)
    5,283       7,698       7,290       15,375  
 
                       
Total principal repayments and other
  $ 12,934     $ 10,422     $ 23,554     $ 25,640  
 
                       
 
     
(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.
 
(3)  
Does not include principal reductions for loans transferred to real estate owned.
 
(4)  
For the three and nine months ended September 30, 2010, represents reclassifications from secured borrowings — government guaranteed loans to loans receivable.

 

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Interest Rate and Yield Information
Interest rate and yield information on our Retained Portfolio were as follows:
                         
    September 30,     December 31,     September 30,  
    2010     2009     2009  
 
                       
Weighted average contractual interest rate
    5.9 %     5.3 %     5.5 %
 
                       
Annualized average yield (1)
    5.9 %     5.5 %     5.8 %
 
     
(1)  
For the nine month periods ended September 30, 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 loan losses, net.
The LIBOR and the prime rate used in determining interest rates to be charged to our borrowers during the fourth quarter of 2010 (set on October 1, 2010) is 0.29% and 3.25%, respectively, while the LIBOR and prime rate charged during the third quarter of 2010 (set on July 1, 2010) was 0.53% 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.
Retained Portfolio Breakdown
Our Retained Portfolio was comprised of the following:
                                                 
    September 30, 2010     December 31, 2009  
                    Weighted                     Weighted  
                    Average                     Average  
    Retained Portfolio     Interest     Retained Portfolio     Interest  
    Amount     %     Rate     Amount     %     Rate  
    (Dollars in thousands)  
Variable-rate — LIBOR
  $ 128,662       55.6 %     4.4 %   $ 132,162       67.2 %     4.0 %
Fixed-rate
    63,134       27.3 %     9.0 %     45,678       23.2 %     9.0 %
Variable-rate — prime
    39,530       17.1 %     5.6 %     18,802       9.6 %     5.4 %
 
                                       
 
  $ 231,326       100.0 %     5.9 %   $ 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.

 

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At September 30, 2010 and December 31, 2009, we had loan loss reserves of $1,658,000 and $1,257,000, respectively, including general reserves of $1,000,000 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 0.33% and 0.36% during the nine months ended September 30, 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):
                                                 
    September 30, 2010     December 31, 2009     December 31, 2008  
    Amount     %     Amount     %     Amount     %  
    (Dollars in thousands)  
Satisfactory
  $ 210,107       90.2 %   $ 177,129       89.3 %   $ 156,303       86.6 %
Watch List
    10,323       4.4 %     17,593       8.9 %     12,507       6.9 %
Special Mention
    7,050       3.0 %     759       0.4 %     9,294       5.1 %
Problem
    5,577       2.4 %     2,766       1.4 %     2,501       1.4 %
 
                                   
 
  $ 233,057       100.0 %   $ 198,247       100.0 %   $ 180,605       100.0 %
 
                                   
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.
Our foreclosure activity has increased. In January 2010, we sold an asset acquired through foreclosure for gross cash proceeds of $2,500,000 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. During May 2010, we acquired an asset through deed in lieu of foreclosure, sold it for $1,125,000 and financed $1,050,000 of the sale price. No gains or losses were recorded on these transactions. During June 2010, the 2003 Joint Venture acquired a full service hospitality property through foreclosure. The estimated fair value of the property, as reduced for costs of selling, was estimated to be $1,249,000. We are currently marketing to sell this property and anticipate that we will operate the property until it can be sold.
We are currently in the process of foreclosure proceedings on several properties collateralizing our loans. Historically, subsequent to commencement of the foreclosure process, some borrowers brought their loans current or provided additional collateral; thus, we stopped the foreclosure process. However, in general, we believe that our borrowers’ equity in their properties has eroded and may further erode which may result in an increase in foreclosure activity and credit losses. Borrowers have the option of (1) seeking Federal bankruptcy protection which could delay the foreclosure process or (2) modifying 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.
In addition, upon foreclosure, the property typically has deteriorated both physically (requiring certain repairs and maintenance and discretionary capital spending) and in its market (i.e., issues with the properties’ vendors and reputation requiring rebuilding of its customer and vendor base). To the extent properties are acquired through foreclosure, we will incur holding costs including, but not limited to, taxes, legal fees and insurance. In many cases, (1) cash flows have been reduced such that expenses exceed revenues and (2) franchise issues must be addressed (i.e., quality and brand standards and non-payment of franchise fees). Notwithstanding the foregoing, we believe that in most cases it is prudent to continue to have the business operate until the property can be sold because of a property’s increased marketability as an operating entity compared to non-operating (demonstrated historically through our sales efforts and from information received from third-party brokers).

 

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RESULTS OF OPERATIONS
Three Months Ended September 30, 2010 Compared to the Three Months Ended September 30, 2009
Overview
                                 
    Three Months Ended              
    September 30,     Change  
    2010     2009     $     %  
    (Dollars in thousands)  
Total revenues
  $ 4,303     $ 4,237     $ 66       1.6 %
Total expenses
  $ 2,965     $ 2,822     $ 143       5.1 %
 
                               
Income from continuing operations
  $ 1,242     $ 1,469     $ (227 )     (15.5 %)
Net income
  $ 1,207     $ 1,895     $ (688 )     (36.3 %)
The comparability of our operations between 2010 and 2009 was impacted by the consolidation of previously off-balance sheet securitizations and the accounting change (effective January 1, 2010) for sale treatment on Secondary Market Loan Sales.
The consolidation of previously off-balance sheet entities caused a “gross-up” of our interest income and interest expense during 2010 as compared to separate one-line revenue recognition during 2009 as income from Retained Interests. In addition, the impact to our net income was impacted by a change in accounting rules related to Secondary Market Loan Sales that defers sale treatment on loans sold and records them as secured borrowings on a temporary basis (loans sold for premiums) for at least 90 days and eliminates sale treatment on loans sold and records them as secured borrowings on a permanent basis (loans sold for excess spread and loans sold for a cash premium and excess spread) for the life of the loan subsequent to December 31, 2009. However, for loans sold for a cash premium and excess spread, the cash premium will be amortized as a reduction to interest expense over the life of the loan.
The primary cause of the reduction in net income from the third quarter of 2009 to the third quarter of 2010 was a decrease in income from discontinued operations of $461,000 due primarily to recognition of deferred gains during the three months ended September 30, 2009.
More detailed comparative information on the composition of and changes in our revenues and expenses is provided below.
Revenues
The increase in interest income of $653,000 was primarily attributable to the consolidation of our previously off-balance sheet securitizations partially offset by a decrease in LIBOR. The increase in interest income attributable to these securitizations totaled approximately $665,000 during the three months ended September 30, 2010. At September 30, 2010, approximately 73% of our loans had variable interest rates. The base LIBOR charged to our borrowers decreased slightly from 0.60% during the three months ended September 30, 2009 to 0.53% during the three months ended September 30, 2010.
Income from Retained Interests decreased $634,000 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 $38,000 during the three months ended September 30, 2010. We expect that income from Retained Interests will remain at its current level during the fourth quarter of 2010.

 

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Other income consisted of the following:
                 
    Three Months Ended  
    September 30,  
    2010     2009  
    (In thousands)  
Premium income
  $ 514     $ 561  
Prepayment fees
    101        
Servicing income
    86       91  
Loan related income — other
    54       45  
Other
    27       38  
 
           
 
  $ 782     $ 735  
 
           
Premium income results from the recognition of 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, any premium income to be recognized is deferred for at least 90 days until any potential contingency period for having to refund the premiums has been satisfied. We anticipate that we will record approximately $29,000 in premium income during the fourth quarter of 2010.
Interest Expense
Interest expense consisted of the following:
                 
    Three Months Ended  
    September 30,  
    2010     2009  
    (In thousands)  
Structured notes payable
  $ 325     $ 51  
Junior subordinated notes
    263       268  
Revolver
    167       158  
Debentures payable
    126       126  
Other
    161       41  
 
           
 
  $ 1,042     $ 644  
 
           
The weighted average cost of our funds was 4.1% during the three months ended September 30, 2010 and 3.8% during the three months ended September 30, 2009.
The increase in interest expense on structured notes payable is due to the consolidation of the off-balance sheet securitizations. Beginning in September 2009, we consolidated the 2003 Joint Venture including its structured notes and their related interest expense. At September 30, 2010, the 2003 Joint Venture notes bear interest at LIBOR plus 2.5%. 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 September 30, 2010, the 2000 Joint Venture notes bear interest at a fixed rate of 7.28% while the 1998 Partnership notes 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 how the loan is sold. Interest expense related to these secured borrowings is included in other interest expense above.

 

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Other Expenses
General and administrative expense increased $47,000 during the three months ended September 30, 2010 compared to the three months ended September 30, 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 increased to $446,000 during the three months ended September 30, 2010 compared to $403,000 during the three months ended September 30, 2009 due primarily to an increase in public company costs.
Provision for loan losses, net, was $487,000 during the three months ended September 30, 2010 compared to $393,000 during the three months ended September 30, 2009. The increase during the three months ended September 30, 2010 was primarily related to the prolonged economic recession and current economic environment and affected both our general and specific reserves. We increased our general reserves by $150,000 during the three months ended September 30, 2010.
Income tax benefit (provision) was a provision of $96,000 during the three months ended September 30, 2010 compared to a benefit of $54,000 during the three months ended September 30, 2009. The primary reason for the difference is the new accounting rules that defer gain recognition treatment on Secondary Market Loan Sales. During the three months ended September 30, 2010, significant gains of approximately $2,046,000 were deferred for book purposes and recorded as gains for income tax purposes.
Discontinued Operations
We recorded gains on sales of real estate of $592,000 during the three months ended September 30, 2009 due to income recognition on previously deferred gains. Deferred gains are recorded to income as principal is received on the related loans receivable until the required amount of cash proceeds are obtained from the purchaser to qualify for full accrual gain treatment. Our deferred gains at September 30, 2010 total $685,000. We do not anticipate recognizing any of these gains during the fourth quarter of 2010.
Our net losses from discontinued operations were $35,000 and $166,000 during the three months ended September 30, 2010 and 2009, respectively. During the three months ended September 30, 2010, the losses are primarily from operation of a full service hospitality property included in real estate owned. We are currently marketing to sell this property. During the three months ended September 30, 2009, these losses were primarily from operations of a golf course included in real estate owned.
Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009
Overview
                                 
    Nine Months Ended        
    September 30,     Change  
    2010     2009     $     %  
    (Dollars in thousands)  
Total revenues
  $ 11,693     $ 12,100     $ (407 )     (3.4 %)
Total expenses
  $ 7,990     $ 7,595     $ 395       5.2 %
 
                               
Income from continuing operations
  $ 3,735     $ 4,609     $ (874 )     (19.0 %)
Net income
  $ 3,708     $ 5,085     $ (1,377 )     (27.1 %)
The comparability of our operations between 2010 and 2009 was impacted by the consolidation of 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 previously off-balance sheet entities caused a “gross-up” of our interest income and interest expense during 2010 as compared to separate one-line revenue recognition during 2009 as income from Retained Interests. In addition, the impact to our net income was impacted by a change in accounting rules related to Secondary Market Loan Sales that defers sale treatment on loans sold and records them as secured borrowings on a temporary basis (loans sold for premiums) for at least 90 days and eliminates sale treatment on loans sold and records them as secured borrowings on a permanent basis (loans sold for excess spread and loans sold for a cash premium and excess spread) for the life of the loan subsequent to December 31, 2009. However, for loans sold for a cash premium and excess spread, the premium will be amortized as a reduction to interest expense over the life of the loan.

 

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The primary causes of the reduction in net income from 2009 to 2010 were:
   
A reduction in average base LIBOR from 1.08% during the nine months ended September 30, 2009 to 0.36% during the nine months ended September 30, 2010. The impact to net income was approximately $520,000;
   
Included in income from Retained Interests was approximately $478,000 of income, primarily unanticipated prepayment fees, during the nine months ended September 30, 2009 while there was no comparable revenue during the nine months ended September 30, 2010; and
   
An increase in expenses related to loans in the process of foreclosure of $309,000. We did not have any loans in the process of foreclosure during the nine months ended September 30, 2009.
More detailed comparative information on the composition of and changes in our revenues and expenses is provided below.
Revenues
The increase in interest income of $1,732,000 was attributable to the consolidation of our previously off-balance sheet securitizations partially offset by a decrease in LIBOR. The increase in interest income attributable to these securitizations totaled approximately $2,250,000 during the nine months ended September 30, 2010. At September 30, 2010, approximately 73% of our loans had variable interest rates. The average base LIBOR charged to our borrowers decreased from 1.08% during the nine months ended September 30, 2009 to 0.36% during the nine months ended September 30, 2010. On our average LIBOR based portfolio outstanding of $131.1 million during the first nine months of 2010, the 72 basis point drop in LIBOR decreased interest income by approximately $700,000.
Income from Retained Interests decreased $2,256,000 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 $113,000 during the nine months ended September 30, 2010. We expect that income from Retained Interests will remain at its current level during the fourth quarter of 2010 and during 2011.
Other income consisted of the following:
                 
    Nine Months Ended  
    September 30,  
    2010     2009  
    (In thousands)  
Premium income
  $ 681     $ 629  
Servicing income
    250       289  
Prepayment fees
    236       46  
Loan related income — other
    150       174  
Other
    65       127  
 
           
 
  $ 1,382     $ 1,265  
 
           
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, any premium income to be recognized is deferred for at least 90 days until any potential contingency period for having to refund the premiums has been satisfied. We anticipate that we will record approximately $29,000 in premium income during the fourth quarter of 2010.

 

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Interest Expense
Interest expense consisted of the following:
                 
    Nine Months Ended  
    September 30,  
    2010     2009  
    (In thousands)  
Structured notes payable
  $ 1,006     $ 235  
Junior subordinated notes
    747       896  
Revolver
    565       513  
Debentures payable
    373       372  
Other
    351       224  
 
           
 
  $ 3,042     $ 2,240  
 
           
The weighted average cost of our funds for the nine months ended September 30, 2010 was 4.1% compared to 3.9% during the nine months ended September 30, 2009. Interest expense on the junior subordinated notes decreased as a result of decreases in LIBOR.
The increase in interest expense on structured notes payable is due to the consolidation of the off-balance sheet securitizations. Beginning in September 2009, we consolidated the 2003 Joint Venture including its structured notes and their related interest expense. At September 30, 2010, the 2003 Joint Venture notes bear interest at LIBOR plus 2.5%. 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 September 30, 2010, the 2000 Joint Venture notes bear interest at a fixed rate of 7.28% while the 1998 Partnership notes 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 how the loan is sold. Interest expense related to these secured borrowings is included in other interest expense above.
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 $282,000 during the nine months ended September 30, 2010 compared to the nine months ended September 30, 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 $1,353,000 during the nine months ended September 30, 2010 compared to $1,380,000 during the nine months ended September 30, 2009 primarily related to a decrease in legal fees related to strategic initiatives. Expenses related to assets currently in the process of foreclosure totaled $309,000 during the nine months ended September 30, 2010 primarily related to a full service hospitality property. We foreclosed on the full service hospitality property during June 2010. The 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 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 nine months ended September 30, 2009.

 

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Provision for loan losses, net, was $389,000 during the nine months ended September 30, 2010 compared to $596,000 during the nine months ended September 30, 2009. These provisions were primarily related to the prolonged economic recession and current economic environment and negative changes in the financial condition of certain borrowers and collateral valuation on certain limited service hospitality loans.
Permanent impairments on Retained Interests were $515,000 during the nine months ended September 30, 2009 resulting primarily from reductions in future expected cash flows due to decreased actual prepayments, increased losses and a reduction in idle funds interest.
Income tax benefit was $32,000 during the nine months ended September 30, 2010 compared to $104,000 during the nine months ended September 30, 2009. A deferred tax benefit of approximately $633,000 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 $456,000. The primary reason for the difference is the new accounting rules that defer gain recognition treatment on Secondary Market Loan Sales. During the nine months ended September 30, 2010, significant gains of approximately $2,046,000 were deferred for book purposes and recorded as gains for income tax purposes.
Discontinued Operations
We had a gain on the sale of real estate owned acquired through foreclosure of $76,000 during the nine months ended September 30, 2010. We recorded gains on sales of real estate of $642,000 during the nine months ended September 30, 2009 due to income recognition on previously deferred gains. Deferred gains are recorded to income as principal is received on the related loans receivable until the required amount of cash proceeds are obtained from the purchaser to qualify for full accrual gain treatment. Our deferred gains at September 30, 2010 total $685,000. We do not anticipate recognizing any of these gains during the fourth quarter of 2010.
Our net losses from discontinued operations were $103,000 and $166,000 during the nine months ended September 30, 2010 and 2009, respectively. During the nine months ended September 30, 2010, the losses were primarily from our real estate owned during the first quarter which have subsequently been sold. In addition, we had losses from our full service hospitality property included in real estate owned. We anticipate these losses will continue until the property is sold. During the nine months ended September 30, 2009, these losses were primarily from operations of a golf course included in real estate owned.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Analysis
Information on our cash flow was as follows:
                         
    Nine Months Ended        
    September 30,        
    2010     2009     Change  
    (In thousands)  
Cash provided by (used in) operating activities
  $ (18,389 )   $ 5,301     $ (23,690 )
Cash provided by investing activities
  $ 11,099     $ 9,131     $ 1,968  
Cash provided by (used in) financing activities
  $ 4,123     $ (15,386 )   $ 19,509  
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.

 

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Operating Activities
We used cash in operating activities of $18,389,000 during the nine months ended September 30, 2010. 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 provided by (used in) operating activities. Modified Cash is calculated by adjusting our cash provided by (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 (the “Board”) 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.
The following reconciles net cash provided by (used in) operating activities to Modified Cash:
                 
    Nine Months Ended  
    September 30,  
    2010     2009  
    (In thousands)  
Net cash provided by (used in) operating activities
  $ (18,389 )   $ 5,301  
Change in operating assets and liabilities
    (576 )     1,409  
Operating Loan Activity
    23,689       (1,409 )
 
           
Modified Cash
  $ 4,724     $ 5,301  
 
           
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 nine months ended September 30, 2010 and 2009, dividend distributions were greater than our Modified Cash by $362,000 and $2,692,000, 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 nine months ended September 30, 2010 and 2009, the primary source of funds was principal collected on loans, net of loans funded of $10,056,000 and $8,014,000, respectively. We expect that this will continue to be our primary source of funds from investing activities during the fourth quarter of 2010. In addition, during the nine months ended September 30, 2010, we sold assets included in real estate owned and collected net cash proceeds of $2,291,000. During the nine months ended September 30, 2010, we increased our investment in our unconsolidated variable interest entity by repaying its mortgage note of approximately $1.0 million which is reflected as a use of funds.
Financing Activities
We used funds from financing activities during the nine months ended September 30, 2010 and 2009 primarily to pay dividends of $5,086,000 and $7,993,000, respectively, and for the repurchase of common shares during the nine months ended September 30, 2009. During the nine months ended September 30, 2010, we also used $9,400,000 million in funds from financing activities for repayment on our Revolver. Proceeds from Secondary Market Loans Sales during the nine months ended September 30, 2010 were $25,203,000. In addition, during the nine months ended September 30, 2010, we redeemed $2,000,000 of redeemable preferred stock of subsidiary due in May 2010 using cash on hand of one of our SBIC subsidiaries.
Sources and Uses of Funds
Liquidity Summary
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to 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 consist of (1) Secondary Market Loan Sales, (2) proceeds from principal and interest payments, including prepayments, and (3) borrowings under any available 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 proceeds from potential loan and asset sales and/or new financings.

 

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Our Revolver was extended during September 2010 and matures on December 31, 2011. The total amount available under the Revolver is $30 million. As of September 30, 2010, we had $13.6 million outstanding under the Revolver.
Currently we cannot access debt capital through new or increased warehouse lines, new securitization issuances or new trust preferred issuances. In the event we are not able to extend or refinance our Revolver upon its maturity in December 2011 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 our liquidity 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 liquidate the mortgage loan collateral held as security for the Revolver 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 on our debt. Our operating revenues are typically utilized to pay our operating expenses, interest 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, among others, to generate funds:
   
Secondary Market Loan Sales;
   
Issuance of SBA debentures;
   
Issuance of junior subordinated notes; and/or
   
Structured loan financings or sales (prior to 2004).
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 to the public. 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 restrict non-SBA 7(a) Program loan origination activity. 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 was extended and matures December 31, 2011 with a total of $30 million available. 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 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 debt-to-equity ratio of 0.7:1 at September 30, 2010. This ratio is well below that of typical specialty commercial finance companies.

 

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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 September 30, 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 requested a commitment from the SBA for $5 million of debentures during the third quarter of 2010 which would be used to fund loans within one of our SBICs to the extent necessary. We expect to be notified if this commitment was approved during the fourth quarter of 2010. We requested a commitment from the SBA for $10 million of debentures during the fourth quarter of 2010 which would be used to fund loans within another of our SBICs to the extent necessary. We expect to be notified if this commitment was approved during the fourth quarter of 2010.
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 $13.9 million at September 30, 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 $3.6 million related to these loans; however, the guaranteed portion of 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 $35 million to $40 million. During 2011, we anticipate loan fundings will range from $50 million to $60 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.
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 or we may repurchase all of the loans from a securitization once “clean-up call” options have been achieved. Currently, we have achieved “clean-up call” options on our 2003 Joint Venture and 1998 Partnership. 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 or repurchase all the loans from a securitization using our Revolver, the balance due on our structured notes payable would decrease and the balance due under our Revolver would increase.
During August 2010, we prepaid (without any prepayment penalty) the mortgage note of our unconsolidated subsidiary of approximately $1.0 million which would have matured in January 2011 using our Revolver.
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 nine months ended September 30, 2010, our sources of funds for our dividend distributions of approximately $5.1 million were Modified Cash of approximately $4.7 million and principal collections on our loans receivable of approximately $0.4 million.

 

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SUMMARIZED CONTRACTUAL OBLIGATIONS, COMMITMENTS AND CONTINGENCIES
The following summarizes our contractual obligations at September 30, 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)
    23,102       3,595       7,916       8,105       3,486  
Secured borrowings — government guaranteed loans (3)
    18,933       927       1,012       1,078       15,916  
Revolver
    13,600             13,600              
Junior subordinated debt (4)
    27,070                         27,070  
 
                                       
Interest:
                                       
Debt (5)
    36,484       3,831       6,103       4,457       22,093  
 
                                       
Other Contractual Obligations:
                                       
Severance and related benefits
    143       20       123              
Operating lease (6)
    242       223       19              
 
                             
Total contractual cash obligations
  $ 127,764     $ 8,596     $ 32,963     $ 17,640     $ 68,565  
 
                             
 
     
(1)  
Does not include $3.0 million of cumulative preferred stock of subsidiary (valued at $900,000 on our consolidated balance sheet) which has no maturity date and related dividends (recorded as interest expense) of $90,000 annually.
 
(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 Commercial’s existing debt.
 
(5)  
Calculated using the variable rate in effect at September 30, 2010. In addition, for our Revolver, assumes current balance outstanding through maturity date.
 
(6)  
Represents future minimum lease payments under our operating lease for office space.
Our commitments at September 30, 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
  $ 13,880     $ 13,880     $     $     $  
 
                             
See Note 14 to the Consolidated Financial Statements for a detailed discussion of commitments and contingencies.
SEASONALITY
Generally, we are not subject to seasonal trends. However, since we primarily lend to the limited service hospitality industry, loan delinquencies generally rise temporarily after the summer months due primarily to reductions in business travel and consumer vacations.

 

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IMPACT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
See Note 3 of the Consolidated Financial Statements for a full description of recent accounting pronouncements including the effect, if any, on our results of operations and financial condition.
DIVIDENDS
Our shareholders are entitled to receive dividends when and as declared by 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.
It is presently anticipated that our Board will maintain the current quarterly dividend rate of $0.16 per share for our fourth quarter dividend that is typically declared in December. At the present time, the Board has not provided any guidance for anticipated dividends to be declared during 2011.
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 2009’s REIT taxable income. These distributions are known as spillover dividends. Our spillover dividends are currently $1.4 million. 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.
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.

 

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The following reconciles net income to REIT taxable income:
                                 
    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2010     2009     2010     2009  
    (In thousands)  
Net income
  $ 1,207     $ 1,895     $ 3,708     $ 5,085  
Book/tax difference on depreciation
    (13 )     (14 )     (40 )     (42 )
Book/tax difference on gains related to real estate
          (592 )     387       (642 )
Book/tax difference on Retained Interests, net
          345             (66 )
Severance payments
    (5 )           (18 )     (1,429 )
Book/tax difference on amortization and accretion
    (25 )     (244 )     (76 )     (201 )
Loan valuation
    369       85       (189 )     239  
Other book/tax differences, net
    (49 )     (23 )     (164 )     (81 )
 
                       
Subtotal
    1,484       1,452       3,608       2,863  
 
                               
Less: TRS net loss (income), net of tax
    (169 )     127       124       268  
 
                       
REIT taxable income
  $ 1,315     $ 1,579     $ 3,732     $ 3,131  
 
                       
 
                               
Distributions declared
  $ 1,690     $ 1,688     $ 5,067     $ 5,757  
 
                       
 
                               
Weighted average common shares outstanding
    10,558       10,548       10,552       10,582  
 
                       
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 year’s taxable income. Upon election, the Code provides that, in certain circumstances, a dividend declared subsequent to the close of an entity’s taxable year and prior to the extended due date of the entity’s tax return may be considered as having been made in the prior tax year in satisfaction of income distribution requirements.

 

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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 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;
   
demographic factors;
   
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.

 

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The following analysis of our provision for loan losses quantifies the negative impact to our net income from increased losses on our Retained Portfolio:
                         
    Nine Months Ended     Year Ended     Nine Months Ended  
Provision for loan losses   September 30, 2010     December 31, 2009     September 30, 2009  
    (In thousands)  
As reported (1)
  $ 769     $ 1,076     $ 674  
Annual loan losses increase by 50 basis points (2)
    1,638       2,027       1,379  
Annual loan losses increase by 100 basis points (2)
    2,507       2,977       2,083  
 
     
(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 management’s estimates of fair values would be obtained and losses could be incurred.
At September 30, 2010, our loans are approximately 73% 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 $168.2 million of variable-rate loans at September 30, 2010. The estimated fair value of our variable-rate loans (approximately $163.1 million at September 30, 2010) is dependent upon several factors including changes in interest rates and the market for the type of loans we have originated.
We had $63.1 million and $45.7 million of fixed-rate loans at September 30, 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. Assuming market liquidity, 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).

 

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INTEREST RATE SENSITIVITY
At September 30, 2010 and December 31, 2009, we had $168.2 million and $151.0 million of variable-rate loans, respectively, and $70.4 million and $58.4 million of variable-rate debt, respectively. On the difference between our variable-rate loans and our variable-rate debt ($97.8 million and $92.6 million at September 30, 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 September 30, 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 $978,000 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 are 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 September 30, 2010 and December 31, 2009, approximately $20.5 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 September 30, 2010, each hypothetical 100 basis points increase in interest rates would increase interest expense and decrease net income by approximately $704,000.
Our fixed-rate debt at September 30, 2010 was comprised of SBA debentures and structured notes of the 2000 Joint Venture.
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 September 30, 2010 and December 31, 2009:
                                                                 
    Twelve Month Periods Ending September 30,             Carrying     Fair  
    2011     2012     2013     2014     2015     Thereafter     Value     Value (1)  
    (Dollars in thousands)  
Fixed-rate debt (2)
  $ 1,830     $ 2,010     $ 6,360     $ 2,086     $ 6,114     $ 2,064     $ 20,464     $ 21,427  
 
                                                               
Variable-rate debt (LIBOR and prime based) (3) (4)
    2,692       15,946       2,389       2,484       2,498       44,408       70,417       58,444  
 
                                               
Totals
  $ 4,522     $ 17,956     $ 8,749     $ 4,570     $ 8,612     $ 46,472     $ 90,881     $ 79,871  
 
                                               
 
     
(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 September 30, 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 September 30, 2010 was 3.4%.

 

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    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%.

 

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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 September 30, 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 September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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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 management’s opinion, the resolution of these legal actions and proceedings will not have a material adverse effect on our consolidated financial statements.
ITEM 1A. Risk Factors
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 4. Reserved
ITEM 5. Other Information
None.

 

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ITEM 6. Exhibits
A. Exhibits
         
  3.1    
Declaration of Trust (incorporated by reference to the exhibits to the Registrant’s 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 Registrant’s 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 Registrant’s 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 Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003).
  3.2    
Bylaws (incorporated by reference to the exhibits to the Registrant’s 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 Registrant’s Current Report on Form 8-K filed with the SEC on April 16, 2009).
  10.1    
Form of Executive Employment Contract (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 15, 2010).
  10.2    
Tenth Amendment to Credit Agreement between PMC Commercial Trust and JP Morgan Chase Bank, N.A. as Administrative Agent, dated September 20, 2010 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 22, 2010).
  *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

 

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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: 11/09/10  /s/ Lance B. Rosemore    
  Lance B. Rosemore   
  President and Chief Executive Officer   
     
Date: 11/09/10  /s/ Barry N. Berlin    
  Barry N. Berlin   
  Executive Vice President and Chief Financial Officer
(Principal Accounting Officer) 
 

 

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