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| PCC > SEC Filings for PCC > Form 10-K on 16-Mar-2009 | All Recent SEC Filings |
16-Mar-2009
Annual Report
• The volume of loans which prepay;
• The timing and availability of leverage;
• The interest rate and type of loans originated (whether fixed or variable); and
• The general level of interest rates.
For a more detailed description of the risks affecting our financial condition
and results of operations, see "Risk Factors" in Item 1A of this Form 10-K.
RECENT DEVELOPMENTS AND TRENDS THAT MAY AFFECT OUR BUSINESS
Business Strategy
Our objective is to maximize our shareholders' returns over time, including
dividend distributions and capital appreciation, while seeking to manage the
risks associated with our business strategy.
We continue to face challenging and volatile market conditions that began in the
second half of 2007, including significant disruptions in the credit markets,
abrupt and significant devaluations of assets directly or indirectly linked to
the real estate finance markets, and the attendant removal of liquidity, both
long and short-term, from the capital markets. Recessionary economic conditions
have developed and the stock market remains volatile. These challenges are
impacting our ability to fully utilize our lending platform and have reduced
yields on our assets as interest rates declined. As a result, we anticipate
reduced earnings in 2009.
We seek to position ourselves to be able to take advantage of opportunities once
market conditions improve and to maximize shareholder value over time. To do
this, we will continue to focus on:
• Generating dividends for our shareholders;
• Originating quality assets, and earning interest and fees;
• Enhancing cash flows from our investment portfolios;
• Repositioning non-performing assets; and
• Exploring alternative strategic activities.
We believe that these are the appropriate steps to position us for long-term
growth.
The current liquidity crisis continues to severely restrict leverage
availability throughout the economy. A major part of our business plan was to
originate loans and then sell those loans through privately-placed structured
loan transactions while retaining residual interests in the loans sold by
retaining a subordinate financial interest. This was successful and allowed us
to grow our portfolio of serviced loans to approximately $500 million during
2004. The use of the securitization market to sell our loans was a principal
driver of this portfolio growth. While we believe that our retained portfolio of
loans could be structured as a securitization, due to the current liquidity
crisis, a market for our type of securitization does not currently exist. This
market may never recover to its prior form or may return with costs or
structures that we may not be able to accept. Therefore, as we continue to
assess the impact of the credit and capital markets on our long-term business
strategy, we are focusing on actively managing our existing investment
portfolio, identifying the best course of action for loan production activity
utilizing the SBA 7(a) origination platform and evaluating potential benefits
from alternative business strategies.
Economic Environment
General Market Conditions
Our business of originating loans is affected by general commercial real estate
fundamentals and the overall economic environment. We have designed our strategy
to be flexible so that we can adjust our loan activities given changes in the
commercial real estate capital and property markets and the overall economy as
well as changes to the specific characteristics of the underlying real estate
assets that serve as collateral for our investments.
The financial crisis has worsened as the pace of economic activity has slowed
markedly in the last several months and financial market turmoil has reached
record levels. This turmoil resulted in uncertainty as to when liquidity and
credit may become more readily available.
The availability of capital for providers of real estate financing generally
deteriorated commencing in 2007 with one of the initial causes of the
deterioration being credit concerns in the sub-prime residential mortgage
markets. We are neither an originator of sub-prime mortgages nor an originator
of residential mortgages. As a result of the sub-prime concerns, capital
providers (including banks and insurance companies) substantially reduced the
availability and increased the cost of debt capital for many companies
originating commercial mortgages.
During 2007, banks and other lending institutions tightened lending standards
and restricted credit. The structured credit markets, including the asset-backed
securities ("ABS") markets, seized up. The turmoil continues to spread with
almost all fixed income capital markets being negatively impacted and liquidity
in these markets remaining severely limited. While delinquencies in the
commercial real estate markets remained low during 2008, the lack of liquidity
in the ABS, commercial mortgage-backed securities ("CMBS") and other commercial
mortgage markets is negatively impacting commercial real estate sales and
financing activity. While we believe these conditions are temporary and the
commercial real estate market fundamentals will return over the long-term, we
are unable to predict how long these conditions will continue and what long-term
impact they may have on the market.
In response to recent market disruptions, legislators and financial regulators
implemented a number of mechanisms designed to add stability to the financial
markets. The overall effects of these and other legislative and regulatory
efforts on the financial markets is uncertain. Should these or other legislative
or regulatory initiatives fail to stabilize and add liquidity to the financial
markets, our business, financial condition, results of operations and prospects
could be materially adversely affected.
Even if legislative or regulatory initiatives or other efforts successfully
stabilize and add liquidity to the financial markets, we may need to modify our
strategies, businesses or operations, and we may incur increased constraints or
additional costs in order to satisfy new regulatory requirements or to compete
in a changed business environment. Given the volatile nature of the current
market disruption and the 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.
Impact on us
In the short-term, we believe the current environment of rapidly changing and
evolving markets will provide increasing challenges to our industry, us and the
general economy. We continue to believe the commercial lending business has
strong long-term fundamentals. However, due to the economic uncertainties, we
are experiencing the following:
• Loan originations are almost exclusively concentrated in our SBA 7(a)
lending program;
• Reduced operating margins due to lack of economies of scale;
• Limited access to capital, and if such capital is available, at increased costs that may be significant;
• An increase in non-performing loans and watch list assets;
• No current ability to engage in structured loan transactions; and
• Reduced cash available for distribution to shareholders, particularly as our portfolio yield is reduced by lower variable interest rates, scheduled maturities, prepayments and non-performing loans.
Liquidity Overview
Our conduit facility matured May 2, 2008. In anticipation of this maturity, we
increased the amount available under our revolving credit facility from
$20 million to $45 million in January 2008. Our Revolver matures on December 31,
2009. The credit markets remain extremely illiquid which may make it difficult
and possibly cost prohibitive to extend our revolving credit facility at this
time. We believe our current capital needs can be met by our $45 million
revolving credit facility (the "Revolver"). To the extent we need additional
capital, there can be no assurance that we would be able to increase the amount
available under the Revolver or identify other sources of funds with acceptable
terms. See "Liquidity and Capital Resources - Sources and Uses of Funds -
Liquidity Summary." We have availability under our Revolver; however, the
limited amount of capital available to originate new loans has caused us to
significantly restrict non-SBA 7(a) Program loan origination activity. As a
result, all of our outstanding loan commitments are for SBA 7(a) Program loans.
Strategic Alternatives
The current credit and capital market environment remains unstable and we
continue to review and analyze the impact on potential avenues of liquidity.
During 2008, we utilized an investment banking firm to assist in the evaluation
of strategic and operational initiatives. Based on the lack of activity in the
capital and credit markets, which had a severe adverse impact on our valuations
and our ability to obtain financing, management concluded that a sale of the
Company, merger or other business combination, capital investment or other
strategic alternatives were either not available or were not in the best
interests of our shareholders. As part of our business strategy, we continue to
explore and evaluate future opportunities as they present themselves; however,
our primary focus is presently on maximizing the value of our current investment
portfolio and business strategy. Alternatives that we continue to evaluate
include the potential benefits that we could achieve through investment in,
acquisition of or conversion to, a bank. There are significant obstacles in
becoming a bank including legal, regulatory and shareholder approvals. However,
given current market conditions and valuations for commercial mortgage REITs and
banks, we will continue to evaluate whether the benefits outweigh the risks.
Current Reliance on the SBA 7(a) Program
In response to the changes in the capital markets, we took several steps to
reduce our capital needs. The primary change was the focus on origination of
almost exclusively SBA 7(a) Program loans, which require less capital due to the
ability to sell the government guaranteed portion of such loans. We utilize the
SBA 7(a) Program to originate small business loans and then sell the government
guaranteed portion to investors who then bundle and sell those loans using the
ABS market. Even though the securities issued are guaranteed by the U.S.
government, the market for Secondary Market Loan Sales has diminished and the
premiums achieved on selling loans into that market have reduced. This market
dislocation is a result of the present liquidity crisis which decreased investor
demand for ABS and increased investor yield requirements. More recently, we have
seen some activity from investors but at pricing that is below our expectations
of true value. During the past few years, the longer term small business loans
sold at premiums in excess of 7%; however, the recent quotes are at premiums of
approximately 4%. While we have not elected to sell the government guaranteed
portion of these loans at these prices, we believe that we would be able to sell
the government guaranteed portion of these loans at a premium should we need to
do so.
To the extent we continue to defer selling the government guaranteed portion of
our SBA 7(a) Program loans, our outstanding borrowings under our Revolver will
increase. At December 31, 2008, we had fully funded SBA 7(a) Program loans
totaling $4.0 million of which the government guaranteed portion of
approximately $3.0 million was available to be sold. As of February 28, 2009, we
had fully funded SBA 7(a) Program loans totaling $5.7 million of which the
government guaranteed portion of approximately $4.3 million was available to be
sold. Any government guaranteed portion of SBA 7(a) Program loans held by us is
guaranteed as to payment of principal and interest (up to 90 days) by the SBA.
Government Initiatives
Term Asset-Backed Securities Loan Facility ("TALF")
In late November 2008, the Federal Reserve Bank ("FRB") announced the TALF
initiative. This program is anticipated to provide up to $200 billion in funds
available for loans to investors that purchase ABS.
Many financial service companies that make car loans, mortgage loans and small
business loans bundle those loans into ABS packages and sell them to investors.
Those sales then provide the capital to make more loans. The ABS market abruptly
dried up in September and October 2008 as the financial crisis spread.
In general, the purpose of the TALF is to increase credit availability by
stimulating the issuance of consumer and small business ABS at more normal
interest rate spreads. As it pertains to us, the TALF is intended to increase
liquidity in the secondary loan market. In order to ensure that its $200 billion
is used to invest in quality loans, the FRB is allowing TALF money to be used
only for top-rated securities such as the government guaranteed portion of loans
that we sell. There is significant uncertainty whether the TALF initiatives will
be successful in bringing investors back to the secondary market.
At present, we have sufficient liquidity to originate loans currently in our
pipeline. However, if the secondary market continues as it has, we may have
liquidity issues in coming months. If the liquidity from the secondary market
ceases, we would have to reduce our commitments until we identify an alternative
funding source to provide us with liquidity to make additional loans.
The American Recovery and Reinvestment Act (the "Stimulus Bill")
The Stimulus Bill was signed into law on February 17, 2009. It contains
provisions that benefit the SBA which may have a positive impact on our lending
operations.
The Stimulus Bill provides the SBA with:
• Funding to subsidize temporary fee reductions or the elimination of fees
on SBA 7(a) Program loans and provides increased SBA guarantee percentages
on SBA 7(a) Program loans of up to 90% for certain loans;
• The ability to set up a "Secondary Market Lending Authority" that would make direct loans to broker-dealers that participate in the secondary market for SBA 7(a) Program loans; and
• The ability to establish a secondary market for pools of "first lien" loans under the 504 program. These "first lien" loans from commercial lenders like us currently have no SBA guarantee. The Stimulus Bill authorizes the SBA to deploy federal guarantees for pools of these "first lien" loans, so that they can be sold to investors in a secondary market. See "Item 1. Business - Lending Activities - SBA Programs - SBA 504 Program."
In conjunction with the above, the SBA is in the process of establishing the
policy decisions, system modifications, regulatory changes and legal
requirements that have been authorized by the Stimulus Bill.
Although no assurances can be made, we are hopeful that these initiatives, once
finalized, will provide benefits to us. We believe these initiatives will
increase the volume and profitability from our SBA 7(a) Program loan
originations. In addition, we believe our liquidity will be benefitted through
(1) a more active secondary market and (2) the ability to sell "first lien" 504
program loans in the secondary market.
Cost Reduction Initiatives
In October 2008, due to economic and market conditions, we announced cost
reduction initiatives. These initiatives included streamlining our sales, credit
and servicing, as well as outsourcing some functions. We recorded approximately
$1.8 million in severance and related benefits expense during 2008. Management
estimates annual savings for these initiatives to be approximately $1.0 million
to $1.2 million which will primarily be a reduction of salaries and related
benefits on our consolidated income statement.
Loan Portfolio Performance
Our Aggregate Portfolio continues to perform well with minimal loan losses and
relatively low delinquencies. However, we believe that worsening economic
conditions have subjected our borrowers to financial stress. Recently, we have
seen a rise in delinquencies and borrowers who have requested deferments for
payments of principal and interest. As a result, we experienced an increase in
non-accrual loans and loan loss reserves. For real estate secured loans, due to
the borrowers' equity in the properties we have financed, the value of the
underlying collateral and the operations of the businesses, we have not
historically experienced significant losses on our outstanding loan portfolio.
However, if the economy weakens further and/or the commercial real estate market
was to have further devaluations, we could experience an increase in credit
losses.
Most of the limited service hospitality properties collateralizing our loans are
located on interstate highways. When gas prices sharply increase, occupancy
rates for properties located on interstate highways may decrease. This may cause
a reduction in revenue per available room. In addition, the operations of the
limited service hospitality properties collateralizing our loans may be
negatively impacted by a prolonged economic recession.
We continue to actively monitor and manage our potential problem loans. In a
limited number of instances, where it is likely to maximize our return, we will
consider restructuring loans. As we continue to pursue ways of improving our
overall recovery and repayment on these loans, we may experience reductions in
net investment income and cash flow. CMBS financing has become less available as
a source of refinancing for our borrowers, which slowed the pace of prepayments
by our borrowers while also creating new lending opportunities for us. Liquidity
for commercial properties including hospitality properties remains limited since
banks are hesitant to lend and the securitization market for commercial real
estate assets remains frozen.
Our portfolio of predominantly limited service hospitality loans that was
securitized has performed well and losses on securitized loans have been below
previous estimates. At December 31, 2008, approximately $68 million remain
off-balance sheet with no delinquencies over 60 days.
Share Repurchase Program
Our Board of Trust Managers announced a share repurchase program for up to
$10 million for the purchase of outstanding common shares that commenced in
October 2008. The common shares may be purchased from time to time in the open
market or pursuant to negotiated transactions. We anticipate using our Revolver
to fund these purchases. The Board of Trust Managers believes that repurchase of
our shares is a good investment for us based on the share price. As of
February 28, 2009, we had acquired 140,200 shares under the share repurchase
plan for an aggregate purchase price of approximately $990,000, including
commissions. To the extent we experience further reductions in our liquidity
availability, we may reduce or cease acquisitions under the share repurchase
program.
Loan Activity
During 2008, we funded approximately $34.6 million of loans. During 2008, the
market segment for limited service hospitality loans was slightly less
competitive; however, our ability to fund loans was severely constrained by our
availability of funds. We anticipate that fundings during 2009 will be
approximately $20 million to $30 million. These originations will be
predominantly through the SBA 7(a) Program or funded with available cash held by
our SBICs. The typical size of an SBA 7(a) Program loan origination is smaller
than our commercial mortgage originations. However, we have recently been
concentrating on longer term loan originations collateralized by real estate. We
are currently targeting loans with original principal amounts of $500,000 to
$2,000,000.
The competitive nature of this market has also resulted in a significant amount
of prepayments of our serviced loans. We had greater than $84 million of
prepayments of our serviced portfolio in 2007 and over $68 million in 2008. The
result has been a reduction in our total serviced portfolio outstanding from its
peak of approximately $498 million during 2004 to $276 million at December 31,
2008. We saw high levels of prepayment activity during the first half of 2008;
however, the credit market disruptions seem to have had a moderating effect. Our
prepayment activity slowed during the last half of 2008 and we anticipate that
the amount of prepayments will continue at this level during 2009 or be further
reduced.
In addition to our Retained Portfolio of $180.6 million at December 31, 2008, we
service approximately $94.9 million of aggregate principal balance remaining on
loans that were sold in structured loan sale transactions and Secondary Market
Loan Sales. Since we retain a residual interest in the cash flows from our sold
loans, the performance of these loans impacts our profitability and our cash
available for dividend distributions. Therefore, we provide information on both
our Retained Portfolio and our Aggregate Portfolio.
Information on our Aggregate Portfolio, including prepayment trends, was as follows:
December 31,
2008 2007 2006 2005 2004
(Dollars in thousands)
Aggregate Portfolio (1) $ 275,530 $ 326,368 $ 397,567 $ 447,220 $ 468,158
Loans funded $ 34,587 $ 33,756 $ 51,686 $ 49,942 $ 49,733
Prepayments (2) $ 68,556 $ 84,137 $ 91,710 $ 41,049 $ 15,931
% Prepayments (3) 21.0 % 21.2 % 20.5 % 8.8 % 3.2 %
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(1) Portfolio outstanding before loan loss reserves and deferred commitment fees.
(2) Does not include balloon maturities of SBA 504 program loans.
(3) Represents prepayments as a percentage of our Aggregate Portfolio outstanding as of the beginning of the applicable year.
We believe that as a result of First Western's preferred lender status and
expanded marketing initiatives, our originations under the SBA 7(a) Program will
continue to increase. However, there remains significant competition for SBA
7(a) Program loans from banks that are able to provide lower interest rate terms
than us due to fees generated from other bank products.
Market Interest Rates
On our variable-rate loans, we charge a spread over a base rate, either LIBOR or
the prime rate which is set on the first day of each quarter. For the first
quarter of 2009, the LIBOR and prime rates are 1.44% and 3.25%, respectively.
Historically, the base rates were as follows:
2008 2007 2006
LIBOR
First Quarter 4.73 % 5.36 % 4.53 %
Second Quarter 2.70 % 5.35 % 4.99 %
Third Quarter 2.79 % 5.36 % 5.51 %
Fourth Quarter 3.88 % 5.23 % 5.37 %
Prime Rate
First Quarter 7.25 % 8.25 % 7.25 %
Second Quarter 5.25 % 8.25 % 7.75 %
Third Quarter 5.00 % 8.25 % 8.25 %
Fourth Quarter 5.00 % 7.75 % 8.25 %
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As a result of actions by the Federal Reserve Bank and other economic events during 2008, LIBOR and the prime rate have fluctuated significantly. Most of our retained loans (approximately $140.5 million) and our consolidated debt (approximately $49.8 million) are based on LIBOR or the prime rate. On the net difference of $90.7 million between our variable-rate loans and debt, interest rate reductions will have a negative impact on our future earnings. In general, a 2% reduction in variable interest rates will cause a reduction in our net interest income of approximately $1.8 million assuming no other portfolio changes. Effective for the first quarter of 2009, we experienced a reduction in the base rates charged on our variable-rate loans compared to the fourth quarter of 2008 (i.e., a decrease of approximately 240 basis points and 175 basis points for LIBOR and prime, respectively) which will cause a reduction in our net interest income, assuming no change in our loans or variable-rate debt, of approximately $2.2 million on an annual basis or approximately $550,000 to our first quarter 2009 net interest income. Each incremental 1% reduction in variable interest rates would cause a reduction in our net interest income of approximately $910,000 assuming no changes in our loans or variable-rate debt.
The net interest margin for our leveraged portfolio is dependent upon the
difference between the cost of our borrowed funds and the rate at which we
invest these funds (the "net interest spread"). The interest rate yield curve
combined with increased competition has caused margin compression (i.e., the
margins we currently receive between the interest rate we charge our borrowers
and the interest rate we are charged by our lenders have compressed). The margin
compression lowers our profitability and may cause us to re-evaluate our lending
focus and may have an impact on our ability to maintain our dividend at the
current or anticipated amounts.
LOAN PORTFOLIO INFORMATION AND STATISTICS
General
Loans funded during 2008 and 2007 were $34.6 million and $33.8 million (of which
approximately $5.0 million were repurchased from our securitizations),
respectively. We currently anticipate loan fundings to be between $20 million
and $30 million during 2009. At December 31, 2008 and 2007, our outstanding
commitments to fund new loans were approximately $10.0 million and $32.1
million, respectively. All of our current commitments are for variable-rate SBA
7(a) Program loans which provide an interest rate match with our present sources
of funds and these loans also provide an SBA guarantee for 75% to 85% of the
loan amount.
Lodging demand in the United States generally appears to correlate to changes in
U.S. GDP, with typically a two to three quarter lag. As a result of the current
economic turmoil, leading lodging industry analysts, including
PricewaterhouseCoopers LLP, have noted the following:
• The industry will likely feel a pronounced negative impact during 2009 as
businesses and consumers take steps to reduce discretionary spending;
• Lodging demand is expected to contract more rapidly in 2009 than the . . .
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