Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 9, 2011
PMC COMMERCIAL TRUST
(Exact name of registrant as specified in its charter)
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TEXAS
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1-13610
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75-6446078 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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17950 Preston Road, Suite 600,
Dallas, TX
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75252 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (972) 349-3200
NONE
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On May 9, 2011, PMC Commercial Trust issued a press release describing, among other things,
its results of operations for the three months ended March 31, 2011. A copy of the press release
is attached as Exhibit 99.1 to this report. This information shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibits:
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99.1 |
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Press Release dated May 9, 2011. |
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: May 10, 2011
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PMC COMMERCIAL TRUST
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By: |
/s/ Barry N. Berlin
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Barry N. Berlin, Chief Financial Officer |
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Exhibit 99.1
FOR IMMEDIATE PRESS RELEASE
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FOR:
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PMC Commercial Trust
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CONTACT:
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Investor Relations |
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17950 Preston Road, Suite 600
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972-349-3235 |
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Dallas, TX 75252
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www.pmctrust.com |
PMC Commercial Trust Announces First Quarter Financial Results
PMC Commercial Trust
NYSE Amex (Symbol PCC)
www.pmctrust.com
PMC Commercial Trust (NYSE Amex: PCC) announced first quarter financial results today.
Compared to First Quarter 2010
Income from continuing operations for the first quarter of 2011 decreased to $1,124,000 ($0.11
per share) from $1,267,000 ($0.12 per share) during the first quarter of 2010. Net income
decreased to $916,000, or $0.09 per share, during the first quarter of 2011 compared to $1,278,000,
or $0.12 per share, for the first quarter of 2010. Significant changes between periods included:
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Revenues increased $601,000 primarily due to an increase in premium income of
$431,000; |
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Expenses increased $611,000 primarily due to a change in provision for
(reduction) of loan losses, net which was a provision of $313,000 during the three
months ended March 31, 2011 compared to a reduction of $202,000 during the three
months ended March 31, 2010; and |
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Discontinued operations incurred a loss of $208,000 during the three months ended
March 31, 2011 compared to income of $11,000 during the three months ended March 31,
2010. |
Compared to Fourth Quarter 2010
Income from continuing operations for the first quarter of 2011 remained stable at $1,124,000
($0.11 per share) from $1,107,000 ($0.11 per share) during the fourth quarter of 2010. Net income
increased to $916,000, or $0.09 per share, during the first quarter of 2011 compared to $589,000,
or $0.06 per share, during the fourth quarter of 2010. The primary cause of the increase in net
income from the fourth quarter of 2010 to the first quarter of 2011 was impairment charges of
$325,000 recorded during the fourth quarter of 2010 on our real estate owned. There were no
impairment charges recorded during the first quarter of 2011.
Management Remarks
Lance B. Rosemore, Chairman of the Board of Trust Managers, stated, We are pleased to report
our 69th consecutive profitable quarter. While earnings continue to be impacted by the
continued low level of interest rates, approximately 78% of our portfolio yield is tied to variable
rates which can provide us with substantial upside revenue potential when rates rise.
We are all aware of how the economy has affected business over the last several years.
Despite this challenging economic environment, we have created value through patient management of
our commercial real estate loan portfolio. By being proactive in identification of problematic
situations, we have created solutions which enabled PMC to strengthen collateral positions while
not compromising principal recoveries.
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PMC COMMERCIAL TRUST
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Earnings Press Release
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May 9, 2011 |
As our portfolio is predominantly comprised of loans to hospitality operators, we are
reassured by recent lodging industry forecasts which anticipate continued positive trends. The
results have been observed first hand as we review our borrowers recent operating results. We are
optimistic that these trends will continue and 2011 will be a year of strong portfolio performance.
We are also pleased that the cash provided by our operations has increased. As a result of
the cash we received from selling the guaranteed portion of our SBA 7(a) loan originations, our
Modified Cash during the first quarter of 2011 increased to $1,665,000 compared to $912,000 during
the first quarter of 2010.
Interest Rate Sensitivity
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Approximately 58% and 20% of our retained loans at March 31, 2011 were based on LIBOR
and the prime rate, respectively. |
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LIBOR rates have remained stable. |
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The base LIBOR charged to our borrowers during the first quarter of 2011
was 0.30% compared to 0.29% during the fourth quarter of 2010 and 0.25% during the
first quarter of 2010. |
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The base LIBOR for the second quarter of 2011 has been set at 0.30%. |
Financial Position
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Our total assets remained relatively unchanged at $251.6 million at March 31, 2011
compared to $252.1 million at December 31, 2010 and $251.0 million at March 31, 2010. |
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Our retained loan portfolio was also relatively unchanged at $235.3 million at March 31,
2011 compared to $234.9 million at December 31, 2010 and $234.3 million as of March 31,
2010. |
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Our serviced loan portfolio increased to $288.5 million at March 31, 2011 compared to
$284.5 million at December 31, 2010. |
Portfolio Information
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During the three months of 2011, we originated $7.9 million of SBA 7(a) loans compared
to $10.8 million during the three months of 2010. |
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Our pipeline of outstanding loan commitments was $12.5 million at March 31, 2011
compared to $16.5 million at December 31, 2010. |
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We anticipate our 2011 fundings to be between $40 million and $50 million. |
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Our loan loss reserves have increased and were $1,887,000 at March 31, 2011 compared to
$1,609,000 at December 31, 2010 and $1,239,000 at March 31, 2010. |
Liquidity
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The total amount available under our collateralized revolving credit facility is $30
million. |
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The facility currently matures December 31, 2011 and had $12.2 million outstanding at
March 31, 2011. |
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We are in the process of completing a new agreement with our current lender which will
amend and extend our revolving credit facility. |
2
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PMC COMMERCIAL TRUST
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Earnings Press Release
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May 9, 2011 |
Modified Cash
As a REIT, our earnings are typically used to fund our dividends. Since operating cash flows
also include 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 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 used in operating activities to Modified Cash:
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Three Months Ended |
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March 31, |
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2011 |
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2010 |
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(In thousands) |
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Net cash used in operating activities |
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$ |
(1,314 |
) |
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$ |
(7,920 |
) |
Change in operating assets and liabilities |
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850 |
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(569 |
) |
Operating Loan Activity |
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2,129 |
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9,401 |
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Modified Cash |
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$ |
1,665 |
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$ |
912 |
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The primary reason for the increase in Modified Cash was cash premiums collected on secondary
market loan sales which increased to $828,000 during the first quarter of 2011 compared to $190,000
during the first quarter of 2010.
Dividends
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Regular quarterly dividends on our common shares of $0.16 per share were declared in
March and paid in April. |
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Since inception in 1993, we have paid $172.7 million in dividends or $23.32 per common
share. |
Financial Position Information
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March 31, |
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Dec. 31, |
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Sept. 30, |
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June 30, |
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March 31, |
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2011 |
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2010 |
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2010 |
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2010 |
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2010 |
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(In thousands, except per share information) |
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Loans receivable, net |
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$ |
233,443 |
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$ |
233,218 |
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$ |
231,326 |
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$ |
237,882 |
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$ |
232,852 |
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Total assets |
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$ |
251,580 |
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$ |
252,127 |
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$ |
250,523 |
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$ |
257,372 |
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$ |
251,033 |
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Debt |
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$ |
93,447 |
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$ |
92,969 |
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$ |
90,881 |
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$ |
97,045 |
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$ |
91,042 |
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Total equity |
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$ |
149,881 |
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$ |
150,560 |
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$ |
151,623 |
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$ |
151,897 |
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$ |
152,241 |
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Shares outstanding |
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10,570 |
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10,560 |
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10,560 |
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10,558 |
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10,548 |
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Net asset value per share |
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$ |
14.18 |
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$ |
14.26 |
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$ |
14.36 |
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$ |
14.39 |
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$ |
14.43 |
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3
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PMC COMMERCIAL TRUST
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Earnings Press Release
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May 9, 2011 |
PMC Commercial Trust and Subsidiaries
Comparative Results of Operations
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Three Months Ended March 31, |
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2011 |
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2010 |
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Inc (Dec) % |
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(Dollars in thousands, except per share information) |
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Income: |
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Interest income |
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$ |
3,367 |
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$ |
3,217 |
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5 |
% |
Other income |
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689 |
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238 |
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189 |
% |
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Total revenues |
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4,056 |
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3,455 |
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17 |
% |
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Expenses: |
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Interest |
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973 |
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989 |
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(2 |
%) |
Salaries and related benefits |
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1,117 |
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941 |
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19 |
% |
General and administrative |
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504 |
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568 |
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(11 |
%) |
Provision for (reduction of) loan losses, net |
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313 |
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(202 |
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(255 |
%) |
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Total expenses |
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2,907 |
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2,296 |
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27 |
% |
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Income before income tax benefit (provision) and discontinued operations |
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1,149 |
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1,159 |
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(1 |
%) |
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Income tax benefit (provision) |
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(25 |
) |
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|
108 |
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(123 |
%) |
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Income from continuing operations |
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1,124 |
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|
1,267 |
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(11 |
%) |
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Discontinued operations |
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(208 |
) |
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11 |
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NM |
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Net income |
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$ |
916 |
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$ |
1,278 |
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(28 |
%) |
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Basic weighted average shares outstanding |
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10,561 |
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10,548 |
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Basic and diluted earnings per share: |
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Income from continuing operations |
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$ |
0.11 |
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$ |
0.12 |
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Discontinued operations |
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(0.02 |
) |
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Net income |
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$ |
0.09 |
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$ |
0.12 |
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4
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PMC COMMERCIAL TRUST
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Earnings Press Release
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May 9, 2011 |
PMC Commercial Trust and Subsidiaries
Quarterly Operating Results
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Three Months Ended |
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March 31, |
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Dec 31, |
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Sept. 30, |
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June 30, |
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March 31, |
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2011 |
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2010 |
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2010 |
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2010 |
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2010 |
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(In thousands) |
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Revenues: |
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Interest income |
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$ |
3,367 |
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$ |
3,339 |
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$ |
3,483 |
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$ |
3,498 |
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$ |
3,217 |
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Other income |
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|
689 |
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431 |
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|
820 |
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|
437 |
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|
238 |
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Total revenues |
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4,056 |
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|
3,770 |
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|
|
4,303 |
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3,935 |
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3,455 |
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Expenses: |
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|
|
|
|
|
|
|
|
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|
|
|
|
|
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Interest |
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|
973 |
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|
|
974 |
|
|
|
1,042 |
|
|
|
1,011 |
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|
|
989 |
|
Salaries and related benefits |
|
|
1,117 |
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|
|
1,030 |
|
|
|
986 |
|
|
|
970 |
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|
|
941 |
|
General and administrative |
|
|
504 |
|
|
|
506 |
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|
|
450 |
|
|
|
644 |
|
|
|
568 |
|
Impairments and provisions |
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|
313 |
|
|
|
252 |
|
|
|
487 |
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|
|
104 |
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|
(202 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total expenses |
|
|
2,907 |
|
|
|
2,762 |
|
|
|
2,965 |
|
|
|
2,729 |
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|
|
2,296 |
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Income before income tax benefit (provision) and Discontinued operations |
|
|
1,149 |
|
|
|
1,008 |
|
|
|
1,338 |
|
|
|
1,206 |
|
|
|
1,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit (provision) |
|
|
(25 |
) |
|
|
99 |
|
|
|
(96 |
) |
|
|
20 |
|
|
|
108 |
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
1,124 |
|
|
|
1,107 |
|
|
|
1,242 |
|
|
|
1,226 |
|
|
|
1,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
(208 |
) |
|
|
(518 |
) |
|
|
(35 |
) |
|
|
(3 |
) |
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
916 |
|
|
$ |
589 |
|
|
$ |
1,207 |
|
|
$ |
1,223 |
|
|
$ |
1,278 |
|
|
|
|
|
|
|
|
|
|
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|
5
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PMC COMMERCIAL TRUST
|
|
Earnings Press Release
|
|
May 9, 2011 |
Taxable Income
REIT Taxable Income:
REIT taxable income is presented to assist investors in analyzing our performance and is a measure
that is presented quarterly in our consolidated financial statements and is one of the factors
utilized by our Board of Trust Managers in determining the level of dividends to be paid to our
shareholders.
The following reconciles net income to REIT taxable income:
|
|
|
|
|
|
|
|
|
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|
Three Months Ended |
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|
|
March 31, |
|
|
|
2011 |
|
|
2010 |
|
|
|
(In thousands) |
|
|
Net income |
|
$ |
916 |
|
|
$ |
1,278 |
|
Book/tax difference on gains related to real estate |
|
|
448 |
|
|
|
389 |
|
Book/tax difference on amortization and accretion |
|
|
(16 |
) |
|
|
(26 |
) |
Loan valuation |
|
|
188 |
|
|
|
(197 |
) |
Other book/tax differences, net |
|
|
30 |
|
|
|
(54 |
) |
|
|
|
|
|
|
|
Subtotal |
|
|
1,566 |
|
|
|
1,390 |
|
|
|
|
|
|
|
|
|
|
Less: taxable REIT subsidiaries net loss (income), net of tax |
|
|
(28 |
) |
|
|
233 |
|
|
|
|
|
|
|
|
REIT taxable income |
|
$ |
1,538 |
|
|
$ |
1,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions declared |
|
$ |
1,691 |
|
|
$ |
1,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
10,561 |
|
|
|
10,548 |
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|
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6
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|
PMC COMMERCIAL TRUST
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|
Earnings Press Release
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|
May 9, 2011 |
Combined Taxable Income:
Primarily as a result of the timing differences for gain recognition on Secondary Market Loan
Sales, our combined REIT taxable income and TRSs taxable income (net of income tax expense) is
materially different than our net income. The following table reconciles our net income to our
Adjusted Taxable Income, Net of Current Tax Expense:
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|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2011 |
|
|
|
Combined |
|
|
REIT |
|
|
TRSs |
|
|
|
(In thousands, except footnotes) |
|
Net income |
|
$ |
916 |
|
|
$ |
888 |
|
|
$ |
28 |
|
Book vs. tax timing differences |
|
|
1,220 |
|
|
|
650 |
|
|
|
570 |
(1) |
|
|
|
|
|
|
|
|
|
|
Taxable income |
|
|
2,136 |
|
|
|
1,538 |
|
|
|
598 |
|
Special item (2) |
|
|
(448 |
) |
|
|
(448 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable Income, adjusted for special item |
|
|
1,688 |
|
|
|
1,090 |
|
|
|
598 |
|
Current income tax expense |
|
|
(203 |
) |
|
|
|
|
|
|
(203 |
) |
|
|
|
|
|
|
|
|
|
|
Adjusted Taxable Income, Net of Current Tax Expense |
|
$ |
1,485 |
|
|
$ |
1,090 |
|
|
$ |
395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, 2010 |
|
|
|
Combined |
|
|
REIT |
|
|
TRSs |
|
|
|
(In thousands, except footnotes) |
|
Net income (loss) |
|
$ |
1,278 |
|
|
$ |
1,511 |
|
|
$ |
(233 |
) |
Book vs. tax timing differences |
|
|
642 |
|
|
|
112 |
|
|
|
530 |
(1) |
|
|
|
|
|
|
|
|
|
|
Taxable income |
|
|
1,920 |
|
|
|
1,623 |
|
|
|
297 |
|
Current income tax expense |
|
|
(102 |
) |
|
|
|
|
|
|
(102 |
) |
|
|
|
|
|
|
|
|
|
|
Adjusted Taxable Income, Net of Current Tax Expense |
|
$ |
1,818 |
|
|
$ |
1,623 |
|
|
$ |
195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes $468,000 and $701,000 of timing differences during 2011 and
2010, respectively, related primarily to Secondary Market Loan Sales. |
|
(2) |
|
Recognition of deferred gain for tax purposes on the property previously
owned by our off-balance sheet variable interest entity. |
Adjusted Taxable Income, Net of Current Tax Expense is defined as reported net income,
adjusted for book versus tax timing differences and special items. Special items may include, but
are not limited to, unusual and infrequent non-operating items. We use Adjusted Taxable Income,
Net of Current Tax Expense to measure and evaluate our operations. We believe that the results
provide a useful analysis of ongoing operating trends.
Forward Looking Statements
Certain matters discussed in this press release are forward-looking statements intended to
qualify for the safe harbors from liability established by the Private Securities Litigation
Reform Act of 1995. These forward-looking statements can generally be identified as such because
the context of the statement will include words such as the Company expects, anticipates or
words of similar import. Similarly, statements that describe the Companys future plans,
objectives or goals are also forward-looking statements. Such forward-looking statements are
subject to certain risks and uncertainties, including the financial performance of the Company,
real estate conditions and market valuations of its shares, which could cause actual results to
differ materially from those currently anticipated. The Companys ability to meet targeted
financial and operating results, including loan originations, operating income, net income and
earnings per share depends on a variety of economic, competitive, and governmental factors,
including changes in real estate market conditions, changes in interest rates and the Companys
ability to access capital under its credit facility or otherwise, many of which are beyond the
Companys control and which are described in the companys filings with the Securities and
Exchange Commission. Although the Company believes the expectations reflected in any
forward-looking statements are based on reasonable assumptions, the Company can give no assurance
that its expectations will be attained. Shareholders, potential investors and other readers are
urged to consider these factors carefully in evaluating the forward-looking statements. The
forward-looking statements made herein are only made as of the date of this press release and the
Company undertakes no obligation to
publicly update such forward-looking statements to reflect any changes in expectations,
subsequent events or circumstances.
7