Virginia Commerce Bancorp, Inc. Reports Strong Third Quarter 2012 Earnings and Capital Ratios

Virginia Commerce Bancorp, Inc. Reports Strong Third Quarter 2012 Earnings and Capital Ratios

ARLINGTON, Va.--(BUSINESS WIRE)-- Virginia Commerce Bancorp, Inc. (the "Company"), (NAS: VCBI) , parent company of Virginia Commerce Bank (the "Bank"), today reported its financial results for the third quarter of 2012.

Third Quarter 2012 Highlights

• Net Income Available to Common Stockholders and Earnings per Diluted Common Share Increased: Net income available to common stockholders increased to $7.1 million, or $0.21 per diluted common share, for the third quarter of 2012. This represented a 23.5% increase in earnings per diluted common share compared to $0.17 for the third quarter of 2011. Earnings per diluted common share also increased 10.5% sequentially, compared to $0.19 for the second quarter of 2012.

• Quarterly Return on Average Assets (ROAA) of 1.11% and Return on Average Equity (ROAE) of 10.95%

• Adjusted Operating Earnings (a non-GAAP measure) Increased: Adjusted operating earnings for the third quarter of 2012 increased to $5.8 million, or $0.17 per diluted common share, compared to $5.2 million, or $0.17 per diluted common share, for the same period in 2011. Adjusted operating earnings also increased $292 thousand, or $0.01 per diluted share, compared to the second quarter of 2012.

• Asset Quality Stable: Non-performing assets and loans 90+ days past due to total assets sequentially decreased from 2.00% at June 30, 2012, to 1.98% at September 30, 2012.

• Capital Strength and Book Value per Common Share Growth: Tier 1, total qualifying and tier 1 leverage capital ratios increased to 16.29%, 17.55% and 12.27%, at September 30, 2012, respectively. Tangible common equity improved to 8.08% at September 30, 2012, as compared to 7.79% and 7.17% at June 30, 2012, and September 30, 2011, respectively. The book value per common share increased to $7.63 at September 30, 2012, as compared to $7.39 and $7.03 at June 30, 2012, and September 30, 2011, respectively.

Peter A. Converse, President and Chief Executive Officer, commented, "I'm pleased to report another quarter of strong profitability with earnings per diluted common share of $0.21, up 23.5% year-over-year and 10.5% on a linked quarter basis. As a result, our ROAA of 1.11% and ROAE of 10.95% marked the second consecutive quarter of those profitability metrics exceeding 1.00% and 10.00%, respectively. Additionally, our retained earnings continue to bolster our already robust capital ratios which are well in excess of regulatory defined "well-capitalized" levels, while tangible common equity exceeded 8.00% at quarter-end. On the asset quality front, we made modest progress in continuing to address our remaining problem assets. Greater progress is anticipated in the fourth quarter as problem asset resolutions pending from the third quarter are concluded."

Converse continued, "The primary headwinds to our performance in the current quarter were net interest margin compression and sequential negative loan growth. We did not anticipate the degree of margin compression at the beginning of the quarter as loan yield and fees declined more than forecasted and excess liquidity was greater than expected. Management believes that the third quarter net interest margin of 3.62% should be close to the low point for the near-term with revised guidance for the fourth quarter of 2012 of 3.60% to 3.70%. Contributing to the third quarter margin compression was a sequential decrease of $10.2 million, or 0.5%, in average net loans, driven primarily by loan run-off exceeding new loan volume and a significant drop in commercial line usage, especially in the government contracting sector. Based on current business development activity and the lending pipeline, we anticipate fourth quarter net loan growth to be more in line with the 1.5% sequential growth experienced in the second quarter of this year."

Converse concluded, "Regarding TARP, I can affirm that earlier in October Virginia Commerce Bancorp, Inc. formally applied to the Federal Reserve for full repayment of our $71.0 million in TARP Preferred Shares under the Capital Purchase Program. The Board and management feel strongly that our asset quality metrics and capital ratios support full repayment on a current and proforma basis. However, it is up to the Federal Reserve at this point to determine their comfort in recommending a level of repayment to the Treasury Department. We expect to have a final response to our application before the end of the fourth quarter."

SUMMARY REVIEW OF FINANCIAL PERFORMANCE

Net Income

For the three months ended September 30, 2012, the Company recorded net income of $8.5 million. After an effective dividend of $1.4 million to the U.S. Treasury on TARP preferred stock, the Company reported net income available to common stockholders of $7.1 million, or $0.21 per diluted common share, compared to net income available to common stockholders of $5.2 million, or $0.17 per diluted common share, in the third quarter of 2011. Sequentially, net income available to common shareholders increased $765 thousand, or $0.02 per diluted common share, from the second quarter in 2012. For the nine months ended September 30, 2012, the Company reported net income available to common stockholders of $18.3 million, or $0.54 per diluted common share, compared to net income available to common stockholders of $16.4 million, or $0.53 per diluted common share, for the same period in 2011.

Adjusted operating earnings (a non-GAAP measure) for the three months ended September 30, 2012, were $5.8 million, or $0.17 per diluted common share, compared to $5.2 million, or $0.17 per diluted common share, for the same period in 2011. On a sequential basis, adjusted operating earnings increased $292 thousand, or $0.01 per diluted common share, for the three months ended September 30, 2012. The year-over-year increase in adjusted operating earnings is due to a reduction in provisioning for loan losses of $822 thousand and an increase in non-interest income, excluding gains on sale of securities, of $729 thousand, after non-interest income is adjusted to exclude the impact of realized gains on sale of securities, partially offset by increased non-interest expenses of $319 thousand, decreased net interest income of $361 thousand, and $287 thousand in increased provision for income taxes, net of tax attributable to securities gains. The sequential increase in the Company's adjusted operating earnings was due to increased non-interest income of $575 thousand, net of security gains, decreased non-interest expense of $345 thousand, partially offset by decreased provision for loan losses of $51 thousand, decreased net interest income of $549 thousand, and increased provision for income taxes of $130 thousand, net of tax attributable to securities gains. The Company calculates adjusted operating earnings by excluding impairment loss on securities, realized gains and losses on sale of securities and death benefits received from bank-owned life insurance, from net income available to common stockholders.

Asset Quality and Provisions For Loan Losses

Total non-performing assets and loans 90+ days past due declined $883 thousand sequentially from $60.4 million at June 30, 2012, to $59.5 million at September 30, 2012, and increased from $55.9 million at September 30, 2011. As a percentage of total assets, non-performing assets decreased from 2.00% at June 30, 2012, to 1.98% at September 30, 2012, while increasing from 1.88% at September 30, 2011. As of September 30, 2012, the allowance for loan losses represented 1.92% of total loans, compared to 2.14% and 2.30%, at June 30, 2012, and September 30, 2011, respectively. The allowance for loan losses covered 90.8% of total non-performing loans as of September 30, 2012, compared to 100.5% and 108.6%, at June 30, 2012, and September 30, 2011, respectively.

Non-performing loans continue to be concentrated in residential and commercial construction and land development loans in outer sub-markets hardest hit by the residential downturn and commercial and consumer credits experiencing the after shocks in sub-contracting businesses and unemployment levels. Overall, as of September 30, 2012, $27.2 million, or 59.8%, of non-performing loans represented acquisition, development and construction ("ADC") loans, $6.5 million, or 14.4%, represented non-farm, non-residential loans, $8.3 million, or 18.2%, represented loans on one-to-four family residential properties, and $3.4 million, or 7.6%, represented commercial and industrial ("C&I") loans. As of September 30, 2012, specific reserves of $13.7 million have been established for non-performing loans and other loans determined to be impaired. The Company continues to pursue an aggressive campaign to reduce non-performing and other impaired loans and is implementing and executing various disposition strategies on an ongoing basis. However, it is noted that remaining non-performing loans largely represent situations which require longer term workout strategies to obtain optimal principal recovery. These strategies are dependent upon project completion, permitting, satisfaction of contract contingencies and other factors.

Included in the loan portfolio at September 30, 2012, are loans classified as troubled debt restructurings ("TDRs"), totaling $44.9 million, a 37.4% decrease from $71.7 million at September 30, 2011. Sequentially, TDRs increased $1.8 million from $43.1 million at June 30, 2012, as a result of the upgrade from Substandard to Special Mention TDR status of a loan secured by an income-producing warehouse property after restructuring. These are performing, accruing loans that represent relationships for which a modification to the contractual interest rate or repayment structure has been granted to address a financial hardship. Over 88% of TDRs were performing prior to modification. These loans make up 2.1% of the total loan portfolio and represent $10.8 million in ADC loans, $22.6 million in non-farm, non-residential real estate loans, $6.9 million in C&I loans and $4.6 million in one-to-four family residential loans. At September 30, 2012, 32.3% of the Company's TDRs were reviewable TDRs and 67.7% were permanent TDRs. Reviewable TDRs are loans that have been restructured at or will return to a market rate of interest and can include a temporary interest rate modification, partial deferral of interest or principal or an extension of term. They can return to performing status upon six months of on-time payments following the return to a market rate of interest, but only in the fiscal year following the year of restructure. Permanent TDRs are loans that have been restructured and include a permanent interest rate reduction. They remain in a TDR status until the loan is paid off.

Classified loans were $182.4 million for the quarter ended September 30, 2012, a $26.9 million decrease from $209.3 million at September 30, 2011. Sequentially, classified loans declined $6.9 million from $189.3 million at June 30, 2012. The quarterly decline in classified loans was largely due to an upgrade of the previously mentioned restructured loan secured by an income producing warehouse property, which was partially offset by downgrades of loans in one relationship from Special Mention to Substandard due to delayed completion of construction for an owner-occupied retail business. Construction of this project is scheduled to be completed and the owner-occupied business to open during the fourth quarter of 2012

Provisions for loan losses were $3.1 million for the quarter ended September 30, 2012, compared to $3.9 million in the same period in 2011, and $3.2 million in the second quarter of 2012. Net charge-offs were $8.5 million for the three months ended September 30, 2012, compared to $1.9 million and $7.7 million for the quarters ended June 30, 2012, and September 30, 2011, respectively. For the nine months ended September 30, 2012, provisions for loan losses totaled $12.3 million, compared to $11.2 million for the prior year period, with 2012 year-to-date net charge-offs amounting to $19.7 million, compared to $24.2 million in the nine months ended September 30, 2011. The increase in non-performing assets of $4.3 million between September 30, 2011, and September 30, 2012, coupled with the decrease in the allowance for loan losses of $8.1 million in the same period, contributed to the allowance for loan losses to non-performing loans coverage ratio declining to 90.8% at September 30, 2012, compared to 100.5% at June 30, 2012, and 108.6% at September 30, 2011. The decreases in the allowance for loan losses as a percentage of total loans and in the coverage of non-performing loans from September 30, 2011, to September 30, 2012, is due to charge-offs incurred during the first nine months of 2012 being primarily supported by specific reserves in the allowance for loan losses. As a result, the third quarter analysis of the adequacy of the loan loss reserve indicated that provisions for loan losses of $3.1 million were sufficient to maintain appropriate coverage. The $4.5 million reduction in net charge-offs for the nine months ended September 30, 2012, compared to the same period in 2011, was primarily due to net charge-offs in the ADC loan portfolio decreasing $8.2 million, from $13.3 million in 2011 to $5.1 million in 2012, partially offset by an increase in net charge-offs in the C&I loan portfolio from $1.6 million to $5.0 million.

Net Interest Income and Net Interest Margin

Net interest income of $26.4 million for the third quarter of 2012 declined $361 thousand, or 1.4%, over the same quarter last year. The net interest margin decreased 23 basis points from 3.85% in the third quarter of 2011, to 3.62% for the same period in 2012. Year-to-date net interest income of $80.1 million was up 0.5%, compared to net interest income of $79.7 million for the nine months of 2011. On a sequential basis, the net interest margin was down 18 basis points from 3.80% for the second quarter of 2012, to 3.62% for the third quarter of 2012. The year-over-year and sequential decreases in the third quarter 2012 net interest margin are due to the prolonged low interest rate environment contributing to lower rates on loan and investment security assets, the impact of which was partially offset by lower costs on average interest-bearing deposits and securities sold under agreement to purchase. The sequential decrease in the net interest margin was also impacted by decreased loan fees, and a higher level of excess liquidity held at the Federal Reserve. Interest and dividend income decreased $2.5 million on average total interest-earnings assets of $2.94 billion for the three months ended September 30, 2012, compared to interest and dividend income generated by average total interest-earnings assets of $2.79 billion for the same period in 2011. The decline in interest and dividend income is mostly attributable to lower yielding average loan and security assets being generated in the current low interest rate environment. Interest expense decreased $2.2 million to $6.5 million generated on an average total interest-bearing liability balance of $2.31 billion for the quarter ended September 30, 2012, from $8.7 million generated on an average total interest-bearing liability balance of $2.26 billion for the same period in 2011. The average rate paid on total interest-bearing liabilities was 1.12% for the third quarter of 2012, as compared to 1.18% for the second quarter 2012, and 1.52% for the third quarter of 2011. Management anticipates the net interest margin will range between 3.60% and 3.70% during the fourth quarter of 2012.

Non-Interest Income

For the three months ended September 30, 2012, the Company recognized $4.7 million in non-interest income, compared to non-interest income of $1.9 million for the three months ended September 30, 2011, and $3.4 million for the sequential quarter. Included in the third quarter 2012 non-interest income is a gain on sale of securities of $2.1 million, while the third quarter of 2011 did not include a gain or loss on sale of securities, and the sequential quarter included a gain of $1.3 million on sale of securities. The Company recognized non-interest income of $13.1 million for the nine months ended September 30, 2012, compared to non-interest income of $5.7 million for the same period in 2011. For the nine months ended September 30, 2012, non-interest income included a gain on sale of securities of $6.0 million, while non-interest income for the nine months ended September 30, 2011, included an impairment loss on securities of $732 thousand, which was partially offset by a gain on sale of securities of $503 thousand, and a bank-owned life insurance death benefit of $361 thousand.

Fees and net gains on loans held-for-sale increased in the third quarter 2012, on a year-over-year basis by $338 thousand, or 45.4%. The increase can be primarily attributed to higher volume of mortgage loans originated for sale in the secondary market, which was driven by lower interest rates on mortgage products during 2012. For the nine months ended September 30, 2012, fees and net gains on loans held-for-sale increased $1.1 million, or 61.9%, compared to the nine months ended September 30, 2011. Mortgage loans held-for sale totaling $146.8 million were closed in the nine months ended 2012, as compared to $103.7 million to the same period for 2011.

Non-Interest Expense

Non-interest expense increased $319 thousand, or 2.1%, from $14.9 million in the third quarter of 2011, to $15.2 million in the third quarter of 2012. Sequentially, non-interest expense decreased $345 thousand, or 2.2%, from $15.6 million for the second quarter of 2012. The majority of the year-over-year increase was a $902 thousand increase to salaries and employee benefits, $87 thousand increase in occupancy expense, and $155 thousand increase in franchise tax, partially offset by a decrease of $642 on other real estate owned losses and expenses and $204 thousand in FDIC insurance. The increase in salaries and employee expense includes the impact of adding key personnel in our sales and support functions to support our continued growth and commissions paid to mortgage originators in connection with greater mortgage production sold into the secondary market. The sequential decrease in non-interest expense was driven by a reduction in the loss on other real estate owned, partially offset by an increase in salary and employee benefits. The increase in salary and employee benefits was driven by a reduction in the amount of salary costs deferred in connection with fewer loan originations in the third quarter of 2012, compared to the second quarter of 2012.

Investment Securities

Investment securities decreased $57.4 million, or 9.5%, year-over-year to $545.1 million at September 30, 2012, and were down $21.5 million sequentially from June 30, 2012. During the third quarter of 2012, the Company sold $26.0 million of investment securities resulting in a $1.6 million realized gain on sale of securities and PreSTL VI was redeemed resulting in a gain of $436 thousand. The investment portfolio contains three pooled trust preferred securities with a book value of $5.6 million, and a market value of $358 thousand at September 30, 2012, for which the Company performs a quarterly analysis to determine whether any other than temporary impairment exists. The analysis includes stress tests on the underlying collateral and cash flow estimates based on the current and projected future levels of deferrals, defaults, and prepayments within each pool. There has been no recorded impairment loss in the nine months ended September 30, 2012, compared to an impairment loss of $732 thousand for the same time period in 2011.

Loans

Loans, net of allowance for loan losses, increased $5.5 million, or 0.3%, from $2.097 billion at September 30, 2011, to $2.103 billion at September 30, 2012. Non-farm, non-residential real estate loans increased $32.4 million, or 2.9%, one-to-four family residential increased $12.2 million or 3.2%, multifamily real estate loans increased $14.4 million, or 19.8%, C&I loans were up $300 thousand, or 0.1%, and ADC loans fell by $62.7 million, or 19.4%, from September 30, 2011, to September 30, 2012. Sequentially, loans, net of allowance for loan losses, were down $29.0 million, or 1.4%. The sequential decline in loans was driven primarily by a $26.7 million decline in commercial loans and $10.0 million decline in ADC loans. These decreases were partially offset with $3.1 million and $2.7 million sequential increases in non-owner-occupied commercial mortgages and multi-family residential, respectively. The sequential decline in commercial loans was attributable to a significant drop in credit line usage during the third quarter principally in the government contracting sector as contracting activity declined in tandem with certain federal spending cuts and concerns regarding the possible impact of sequestration. The orientation of loan generation efforts and loan mix is reflective of the continued focus on building greater market share in commercial lending and residential real estate lending, while limiting ADC lending and non-farm, non-residential real estate lending to select transactions in key markets with solid economic metrics.

Deposits

Total deposits at September 30, 2012, were $2.213 billion, a decrease of $156.4 million, or 6.6%, compared to September 30, 2011, with demand deposits increasing $1.1 million, or 0.3%, savings and interest-bearing demand deposits decreasing $12.5 million, or 1.1%, and time deposits decreasing $145.0 million, or 18.3%. Deposits at September 30, 2011, were significantly impacted by an influx of approximately $71.0 million in demand deposits from a longstanding client; early in the fourth quarter of 2011, the client shifted these deposits to repurchase agreements. Without considering the impact of these temporary demand deposits, from September 30, 2011, to September 30, 2012, the Company's total deposits decreased $85.4 million while demand deposits increased $72.2 million. Over the past twelve months, generation of demand deposits was primarily driven by the successful efforts of the Company's team of eight business development officers, who are focused on acquisition and retention of commercial operating funds, treasury management services, and other related cross-sales. On a linked quarter basis, total deposits decreased $39.1 million, or 1.7%, with demand deposits increasing by $7.0 million, or 1.8%, savings and interest-bearing demand accounts decreasing $11.3 million, or 1.0%, and time deposits decreasing by $34.8 million, or 5.1%. The lack of growth in interest-bearing transaction accounts and reduction in time deposits during the part year has been intentional and resulted from a series of interest rate reductions that continued through the third quarter of 2012. As a result, the cost of total interest-bearing deposits declined from 1.30% for the quarter ended September 30, 2011, to 0.91% for the quarter ended September 30, 2012. The cost of total deposits declined from 1.11% for the quarter ended September 30, 2011, to 0.76% for the quarter ended September 30, 2012.

Capital Levels and Stockholders' Equity

Stockholders' equity increased $36.0 million, or 13.1%, from $275.5 million at September 30, 2011, to $311.5 million at September 30, 2012, with approximately $10.0 million in net proceeds from the exercise of warrants that were issued to certain investors in private placements during 2010 and 2011, net income available to common stockholders of $23.7 million over the twelve-month period, a $913 thousand decrease in other comprehensive income related to the investment securities portfolio, $1.8 million in the accretion of the discount on preferred stock and $1.4 million in proceeds and tax benefits related to the exercise of options by the Company's directors and officers, and stock option expense credits. As a result of these changes, the Company's Tier 1 capital ratio increased from 14.46% at September 30, 2011, to 16.29% at September 30, 2012, its total qualifying capital ratio increased from 15.71% to 17.55%, and its tangible common equity ratio increased from 7.09% to 8.08%. Sequentially, the Company's Tier 1 and total qualifying capital ratios are each up 55 basis points and its tangible common equity ratio is up 29 basis points.

CONFERENCE CALL

The Company will host a teleconference call for the financial community on October 25, 2012, at 11:00 a.m. Eastern Daylight Time to discuss the third quarter 2012 financial results. The public is invited to listen to this conference call by dialing 866-253-6509 at least 10 minutes prior to the call.

A replay of the conference call will be available from 2:00 p.m. Eastern Daylight Time on October 25, 2012, until 11:59 p.m. Eastern Daylight Time on November 1, 2012. The public is invited to listen to this conference call replay by dialing 888-266-2081 and entering access code 1594801.

ABOUT VIRGINIA COMMERCE BANCORP, INC.

Virginia Commerce Bancorp, Inc. is the parent bank holding company for Virginia Commerce Bank, a Virginia state chartered bank that commenced operations in May 1988. The Bank pursues a traditional community banking strategy, offering a full range of business and consumer banking services through twenty-eight branch offices, one residential mortgage office and one wealth management services office, principally to individuals and small-to-medium size businesses in Northern Virginia and the Metropolitan Washington, D.C. area.

NON-GAAP PRESENTATIONS

The Company prepares its financial statements under accounting principles generally accepted in the United States, or "GAAP". However, this press release also refers to certain non-GAAP financial measures that we believe, when considered together with GAAP financial measures, provide investors with important information regarding our operational performance. An analysis of any non-GAAP financial measure should be used in conjunction with results presented in accordance with GAAP.

Adjusted operating earnings is a non-GAAP financial measure that reflects net income available to common stockholders excluding impairment loss on securities, realized gains and losses on sale of securities, and death benefits received from bank-owned life insurance. These excluded items are difficult to predict and we believe that adjusted operating earnings provides the Company and investors with a valuable measure of the Company's operational performance and a valuable tool to evaluate the Company's financial results. Calculation of adjusted operating earnings for the three months ended September 30, 2012, September 30, 2011, and June 30, 2012, is as follows:

The adjusted efficiency ratio is a non-GAAP financial measure that is computed by dividing non-interest expense by the sum of net interest income on a tax equivalent basis, and non-interest income excluding impairment loss on securities, realized gains and losses on sale of securities, and death benefits received from bank-owned life insurance. We believe that this measure provides investors with important information about our operating efficiency. Comparison of our adjusted efficiency ratio with those of other companies may not be possible because other companies may calculate the adjusted efficiency ratio differently. Calculation of the adjusted efficiency ratio for the three months and nine months ended September 30, 2012, and September 30, 2011, is as follows:

(1) Tax Equivalent Income of $29,397 for the three months ended September 30, 2012, and $88,274 for the nine months ended September 30, 2012. Tax Equivalent Income of $29,048 for the three months ended September 30, 2011, and $86,394 for the nine months ended September 30, 2011.

The tangible common equity ratio is a non-GAAP financial measure representing the ratio of tangible common equity to tangible assets. Tangible common equity and tangible assets are non-GAAP financial measures derived from GAAP-based amounts. We calculate tangible common equity for the Company by excluding the balance of intangible assets and outstanding preferred stock issued to the U.S. Treasury from total stockholders' equity. We calculate tangible assets by excluding the balance of intangible assets from total assets. We had no intangible assets for the periods presented. We believe that this is consistent with the treatment by regulatory agencies, which exclude intangible assets from the calculation of regulatory capital ratios. Accordingly, we believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our capital position and ratios. However, these non-GAAP financial measures are supplemental and are not substitutes for an analysis based on a GAAP measure. As other companies may use different calculations for non-GAAP measures, our presentation may not be comparable to other similarly titled measures reported by other companies. Calculation of the Company's tangible common equity ratio as of September 30, 2012, September 30, 2011, June 30, 2012 and March 31, 2012 is as follows:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Securities and Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies, including but not limited to our outlook on earnings, including our future net interest margin, and statements regarding asset quality, our loan and investment security portfolios, our deposit portfolio and anticipated changes to our deposit costs and balances, projected growth, capital position, capital strategies, our plans regarding and expected future levels of our non-performing assets, business opportunities in our markets, and general economic conditions.When we use words such as "may", "will", "anticipates", "believes", "expects", "plans", "estimates", "potential", "continue", "should", and similar words or phrases, you should consider them as identifying forward-looking statements.These forward-looking statements are not guarantees of future performance.These statements are based upon current and anticipated economic conditions, nationally and in the Company's market, interest rates and interest rate policy, competitive factors, and other conditions which by their nature, are not susceptible to accurate forecast, and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this release and the forward-looking statements are based, actual future operations and results may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward-looking statements. The Company's past results are not necessarily indicative of future performance. For additional information regarding factors that could affect the Company's operations and results, see the Company's Annual Report on Form 10-K for the year ended December 31, 2011, and other reports filed with and furnished to the Securities and Exchange Commission.