UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2012
First Busey Corporation
(Exact name of registrant as specified in its charter)
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Nevada
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0-15959
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37-1078406
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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100 W. University Ave.
Champaign, Illinois 61820
(Address of principal executive offices) (Zip code)
(217) 365-4516
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
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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))
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EXPLANATORY NOTE
This Amendment No. 1 to Form 8-K amends the Current Report on Form 8-K filed by First Busey Corporation (the “Company”) to the Securities and Exchange Commission (“SEC”) on January 24, 2012 (the “Original Filing”). The press release, dated January 24, 2012 (the “Press Release”), which had been attached as Exhibit 99.1 to the Original Filing inadvertently omitted the discussion of the following items under the heading “Operating Performance”: (i) gains on sales of residential mortgage loans and (ii) salaries and wages and employee benefits. Those items were included in the Press Release when disseminated through other channels.
A complete version of the Press Release is attached hereto as Exhibit 99.1 and is incorporated in Item 2.02 by reference. Other than the inclusion of the two discussion items set forth above, there are no other changes to the Press Release that was included in the Original Filing.
Item 2.02. Results of Operations and Financial Condition.
On Tuesday, January 24, 2012, the Company issued a press release disclosing financial results for the quarter and year ended December 31, 2011. The press release is made part of this Form and is attached as Exhibit 99.1.
The press release made a part of this Current Report on Form 8-K includes forward looking statements that are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements include but are not limited to comments with respect to the objectives and strategies, financial condition, results of operations and business of the Registrant.
These forward looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward looking statements will not be achieved. The Registrant cautions you not to place undue reliance on these forward looking statements as a number of important factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release issued by the Company, dated January 24, 2012.
Signature
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 hereunto duly authorized.
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Date: January 26, 2012
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First Busey Corporation
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By: /s/ David B. White
Name: David B. White
Title: Chief Financial Officer
January 24, 2012
First Busey Announces 2011 Fourth Quarter Earnings and Full Year Results
Champaign, IL – (Nasdaq: BUSE)
Message from our President & CEO
First Busey Corporation’s net income for the year ended December 31, 2011 was $29.9 million and net income available to common stockholders was $24.5 million, or $0.29 per fully-diluted common share, as compared to net income of $23.2 million and net income available to common stockholders of $18.1 million, or $0.27 per fully-diluted common share, for the year ended December 31, 2010. Growth in earnings for the year was driven by improved asset quality which allowed us to reduce the Company’s loan loss provision expense by $22.0 million from 2010.
We made great strides in 2011; we strengthened our balance sheet and increased our net income. On August 25, 2011, the Company announced that it had exited the Troubled Asset Relief Program and issued approximately $72.6 million in preferred stock to the U.S. Department of the Treasury through the Small Business Lending Fund. As a participant in the Small Business Lending Fund, we will strive to further enhance our business lending efforts, especially to qualifying small businesses. At the end of the fourth quarter of 2011, the bank continued to exceed the capital adequacy requirements to be considered “well-capitalized” under the regulatory guidance.
Tangible Common Equity (TCE) strengthened to $306.5 million at December 31, 2011 from $304.2 million at September 30, 2011 and $256.2 million at December 31, 2010. As a percentage of Tangible Assets, TCE expanded upward to 9.09% at December 31, 2011 from 9.05% at September 30, 2011 and 7.17% at December 31, 2010.
Net income for the fourth quarter of 2011 was $5.7 million and net income available to common stockholders was $4.5 million, or $0.05 per fully-diluted common share, as compared to net income of $7.3 million and net income available to common stockholders of $6.0 million, or $0.09 per fully-diluted common share, for the comparable period in 2010. This decrease in net income resulted in part from increased spending on salaries and wages during the quarter. We expect this trend of increased spending to continue in 2012, as we begin our efforts to spur organic growth by investing in our existing employees and adding new talent to our organization. Earnings per fully-diluted common share in comparison to the prior year were also impacted by an increase of $7.5 million in common stock related to a December 2010 capital raise, and the subsequent conversion of preferred stock to common in March 2011.
On January 27, 2012, we will pay a cash dividend of $0.04 per common share to stockholders of record as of January 20, 2012.
Asset Quality: Our non-performing loans at December 31, 2011 demonstrated consistent improvement for the eighth consecutive quarter. In addition, they are down significantly from the peak at September 30, 2009, when non-performing loans totaled $172.5 million and the allowance for loan losses to non-performing loans ratio was 69.58%. We take great pride in the past and continued efforts to move these metrics toward optimal levels. We expect continued gradual improvement in our overall asset quality during 2012; however, this continues to be dependent upon market specific economic conditions. The key metrics are as follows:
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Non-performing loans decreased to $38.5 million at December 31, 2011 from $42.9 million at September 30, 2011 and $68.1 million at December 31, 2010.
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Illinois non-performing loans decreased to $23.0 million at December 31, 2011 from $25.3 million at September 30, 2011 and $38.3 million at December 31, 2010.
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Florida non-performing loans decreased to $10.8 million at December 31, 2011 from $13.2 million at September 30, 2011 and $23.8 million at December 31, 2010.
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Indiana non-performing loans slightly increased to $4.7 million at December 31, 2011 from $4.4 million at September 30, 2011, but decreased from $6.0 million at December 31, 2010.
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Loans 30-89 days past due decreased to $4.7 million at December 31, 2011 from $8.2 million at September 30, 2011 and $23.5 million at December 31, 2010.
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Other non-performing assets decreased to $8.5 million at December 31, 2011 from $11.6 million at September 30, 2011 and $9.2 million at December 31, 2010.
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The ratio of non-performing assets to total loans plus other real estate owned at December 31, 2011 decreased to 2.28% from 2.58% at September 30, 2011 and 3.25% at December 31, 2010.
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The allowance for loan losses to non-performing loans ratio increased to 151.91% at December 31, 2011 from 148.73% at September 30, 2011 and 111.64% at December 31, 2010.
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The allowance for loan losses to total loans ratio decreased to 2.85% at December 31, 2011 compared to 3.04% at September 30, 2011 and 3.21% at December 31, 2010.
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Net charge-offs of $10.4 million recorded in the fourth quarter of 2011 remained consistent with the amount recorded in the third quarter of 2011 and were lower than the $17.4 million recorded in the fourth quarter of 2010.
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Provision expense of $5.0 million recorded in the fourth quarter of 2011 was consistent with the amount recorded in the third quarter of 2011 and was lower than the $10.3 million recorded in the fourth quarter of 2010.
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Operating Performance: Our net income decreased to $5.7 million in the fourth quarter of 2011 as compared to $7.6 million in the third quarter of 2011 and $7.3 million in the
fourth quarter of 2010. The decline in net income was primarily related to declines in net interest income and in the gain on sales of residential mortgage loans, increased salary
and wages and employee benefits, and increased other operating expenses which are summarized below:
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Pre-provision, pre-tax (PPPT) income changes were primarily driven by the same set of factors as net income, decreasing to $13.5 million in the fourth quarter of 2011 compared to $16.7 million in the third quarter of 2011 and $21.3 million in the fourth quarter of 2010. PPPT income for the year ended December 31, 2011 was $64.8 million compared to $74.7 million for the year ended December 31, 2010.
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Net interest income declined to $26.5 million in the fourth quarter of 2011, compared to $27.7 million in the third quarter of 2011 and $29.4 million in the fourth quarter of 2010. Net interest income for the year ended December 31, 2011 was $110.4 million compared to $117.2 million for the year ended December 31, 2010. The decline in net interest income for these periods was primarily related to a decline in loans, which was partially offset by reduced funding costs. The company is focused on growing loans in the quarters ahead as discussed in the summary of the change in salary and wages and employee benefits below.
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Gains on sales of residential mortgage loans increased to $3.5 million in the fourth quarter of 2011 compared to $3.0 million in the third quarter of 2011, but decreased from a peak of $6.1 million in the fourth quarter of 2010. Gains on sales of residential mortgage loans for the year ended December 31, 2011 were $10.9 million compared to $16.1 million for the year ended December 31, 2010. Fluctuations in sales are primarily a function of changes in market rates for mortgage loans which influence refinance activity.
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Salaries and wages and employee benefits increased to $14.8 million in the fourth quarter of 2011 compared to $13.6 million in the third quarter of 2011 and $13.0 million in the fourth quarter of 2010. Salary and wages and employee benefits for the year ended December 31, 2011 were $53.2 million compared to $50.9 million for the year ended December 31, 2010. This increase represents the implementation of plans to invest in talent to drive future business expansion as discussed in the prior period press release. The primary investment is, and will continue to be, concentrated in our commercial banking segment to support profitable asset growth through value-added services to commercial clients in our existing and surrounding footprint. Busey Wealth Management is beginning a similar strategy to support a diversified revenue stream and expanded client service capabilities.
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Other operating expenses increased to $5.4 million in the fourth quarter of 2011 compared to $4.9 million in the third quarter of 2011 and $3.5 million in the fourth quarter of 2010. Other operating expense for the year ended December 31, 2011 were $19.7 million compared to $18.3 million for the year ended December 31, 2010. The fourth quarter of 2010 included gains on sales of OREO of $1.7 million which represented the majority of the increase from 2010 to 2011. The gains in 2010 reduced the level of operating expenses in 2010, which resulted in an increase on a comparative basis to current year net expenses.
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Other significant operating performance items were:
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Net interest margin decreased to 3.44% for the fourth quarter of 2011, as compared to 3.57% for the third quarter of 2011, and 3.68% for the fourth quarter of 2010. The net interest margin of 3.52% for the year ended December 31, 2011 was slightly lower than 3.58% for the year ended December 31, 2010.
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Total revenue, net of interest expense and security gains, for the fourth quarter of 2011 was $41.3 million, compared to $42.4 million for the third quarter of 2011 and $46.6 million for the fourth quarter of 2010. Total revenue for the year ended December 31, 2011 was $169.2 million as compared to $178.9 million for the year ended December 31, 2010.
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Total non-interest expense of $28.0 million for the fourth quarter of 2011 increased from $25.7 million recorded for the third quarter of 2011 and $25.3 million for the fourth quarter of 2010. The increase in the fourth quarter of 2011 as compared to the comparable period in 2010 primarily related to an increase in salary and wages and other operating expenses as explained in the notes to Operating Performance. These increases were offset by a decline in regulatory expense of $1.2 million as a result of the change in the FDIC’s assessment methodology for financial institutions.
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The efficiency ratio increased to 64.83% for the fourth quarter of 2011 from 57.87% for the third quarter of 2011 and 51.51% for the fourth quarter of 2010. The efficiency ratio for the year ended December 31, 2011 was 59.03% as compared to 55.91% for the year ended December 31, 2010.
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FirsTech’s net income of $0.2 million for the fourth quarter of 2011 decreased from $0.4 million for the third quarter of 2011 and $0.3 million for the fourth quarter of 2010. FirsTech’s net income for the year ended December 31, 2011 was $1.4 million as compared to $1.8 million for the year ended December 31, 2010.
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Busey Wealth Management’s net income of $0.7 million for the fourth quarter of 2011 was consistent with both the third quarter of 2011 and the fourth quarter of 2010. Busey Wealth Management’s net income for the year ended December 31, 2011 was $3.1 million as compared to $3.3 million for the year ended December 31, 2010.
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Balance sheet strength, profitability and growth – in that order.
As indicated by our fourth quarter results, we have begun execution on our promise to invest in associates with the goal of achieving meaningful organic growth while
maintaining our priorities of balance sheet strength and profitability. Supported by new tools and techniques derived from our B5 initiative which was launched at the beginning
of this year, front line associates have improved opportunities to deepen our relationship value while listening to our customers and providing appropriate solutions to their
financial needs. Traction from this initiative is evident in growth for the current year in core non-interest bearing deposits and fees for customer services.
Through the continued application of B5 concepts and expansion of our talent base, we plan to improve penetration in our current markets and widen our sphere of influence to
surrounding areas in the coming year. We also continue to be well positioned to explore external growth opportunities.
Capital strength, consistent delivery of positive earnings over the past eight quarters, and excellent progress in asset quality provides a solid foundation to embrace bold
changes for the future. We are diligently formulating plans to initiate significant investment in our commercial banking and cash management businesses, as well as in Busey
Wealth Management and FirsTech, to support a diversified revenue stream. In addition, credit and data processing support will be expanded in a consistent theme of maintaining
high-quality standards to support continued balance sheet strength, while seeking efficient technology solutions to drive better business decisions.
We believe our history of successfully serving mid-sized communities, alongside the addition of new concepts and competencies, will provide a unique advantage to ‘out-big
the small’ and ‘out-small the big’ financial industry competitors by offering customers outstanding service via the Busey Promise. Our track record for doing what we say we’re
going to do is well documented through prior period earnings reports. We believe the combined power of investment in our people and cutting edge client support processes will
lead us to build quality earning assets, and provide a solid basis for long term strength, profitability, and growth in the years ahead.
We thank our associates for their efforts, our customers for their business and you, our stockholders, for your continued support of Busey.
\s\ Van A. Dukeman
President & Chief Executive Officer
First Busey Corporation
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SELECTED FINANCIAL HIGHLIGHTS
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(dollars in thousands, except per share data)
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Three Months Ended
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Year Ended
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December 31,
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September 30,
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December 31,
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December 31,
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December 31,
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2011
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2011
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2010
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2011
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2010
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Net income
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$ 5,746
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$ 7,570
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$ 7,306
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$ 29,873
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$ 23,230
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Income available to common stockholders1
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4,512
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6,521
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5,984
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24,531
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18,060
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Revenue2
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41,318
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42,445
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46,623
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169,238
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178,886
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Fully-diluted earnings per share
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0.05
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0.08
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0.09
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0.29
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0.27
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Cash dividends paid per share
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0.04
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0.04
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0.04
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0.16
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0.16
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Net income by operating segment
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Busey Bank
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$ 5,520
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$ 7,068
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$ 7,008
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$ 28,504
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$ 21,230
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Busey Wealth Management
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678
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749
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710
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3,095
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3,283
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FirsTech
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184
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381
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299
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1,437
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1,821
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AVERAGE BALANCES
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Assets
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$ 3,394,410
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$ 3,420,878
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$ 3,548,171
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$ 3,473,414
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$ 3,648,831
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Earning assets
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3,108,069
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3,138,274
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3,227,207
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3,186,956
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3,327,677
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Deposits
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2,768,045
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2,769,255
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2,930,644
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2,814,191
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3,026,788
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Interest-bearing liabilities
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2,483,787
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2,505,838
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2,723,625
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2,552,794
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2,831,769
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Stockholders’ equity – common
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334,179
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331,387
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237,485
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320,315
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233,152
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Tangible stockholders’ equity – common
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296,924
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293,243
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196,616
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281,740
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190,744
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PERFORMANCE RATIOS
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Return on average assets3
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0.53%
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0.76%
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0.67%
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0.71%
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0.49%
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Return on average common equity3
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5.36%
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7.81%
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10.00%
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7.66%
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7.75%
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Return on average tangible common equity3
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6.03%
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8.82%
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12.07%
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8.71%
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9.47%
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Net interest margin3
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3.44%
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3.57%
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3.68%
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3.52%
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3.58%
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Efficiency ratio4
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64.83%
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57.87%
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51.51%
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59.03%
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55.91%
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Non-interest revenue as a % of total revenues2
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35.92%
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34.68%
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36.92%
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34.77%
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34.51%
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ASSET QUALITY
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Gross loans
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$ 2,051,344
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$ 2,099,314
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$ 2,368.777
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Allowance for loan losses
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58,506
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63,915
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76,038
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Net charge-offs
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10,409
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10,414
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17,360
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37,532
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66,141
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Allowance for loan losses to loans
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2.85%
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3.04%
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3.21%
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Allowance as a percentage of non-performing loans
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151.91%
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148.73%
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111.64%
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Non-performing loans
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Non-accrual loans
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38,340
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41,987
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65,486
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Loans 90+ days past due
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173
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986
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2,618
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Geographically
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Downstate Illinois/ Indiana
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27,748
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29,733
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44,281
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Florida
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10,765
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13,240
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23,823
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Loans 30-89 days past due
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4,712
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8,247
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23,477
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Other non-performing assets
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8,452
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11,577
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9,160
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1
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Net income available to common stockholders, net of preferred dividend and TARP discount accretion
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2
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Net of interest expense, excludes security gains
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3
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Quarterly ratios annualized and calculated on net income available to common stockholders
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4
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Net of security gains and intangible charges
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Condensed Consolidated Balance Sheets
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(Unaudited, in thousands, except per share data)
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December 31,
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September 30,
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December 31,
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2011
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2011
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2010
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Assets
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Cash and due from banks
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$ | 315,053 | $ | 289,144 | $ | 418,965 | ||||||
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Investment securities
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831,749 | 795,403 | 599,459 | |||||||||
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Net loans, including loans held for sale
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1,992,838 | 2,035,399 | 2,292,739 | |||||||||
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Premises and equipment
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69,398 | 70,179 | 73,218 | |||||||||
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Goodwill and other intangibles
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36,704 | 37,589 | 40,242 | |||||||||
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Other assets
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156,380 | 165,171 | 180,380 | |||||||||
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Total assets
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$ | 3,402,122 | $ | 3,392,885 | $ | 3,605,003 | ||||||
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Liabilities & Stockholders' Equity
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Non-interest bearing deposits
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$ | 503,118 | $ | 467,775 | $ | 460,661 | ||||||
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Interest-bearing deposits
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2,260,336 | 2,288,686 | 2,455,705 | |||||||||
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Total deposits
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$ | 2,763,454 | $ | 2,756,461 | $ | 2,916,366 | ||||||
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Securities sold under agreements to repurchase
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127,867 | 129,905 | 138,982 | |||||||||
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Long-term debt
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19,417 | 19,834 | 43,159 | |||||||||
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Junior subordinated debt owed to unconsolidated trusts
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55,000 | 55,000 | 55,000 | |||||||||
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Other liabilities
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27,117 | 24,219 | 30,991 | |||||||||
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Total liabilities
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$ | 2,992,855 | $ | 2,985,419 | $ | 3,184,498 | ||||||
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Total stockholders' equity
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$ | 409,267 | $ | 407,466 | $ | 420,505 | ||||||
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Total liabilities & stockholders' equity
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$ | 3,402,122 | $ | 3,392,885 | $ | 3,605,003 | ||||||
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Per Share Data
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Book value per common share
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$ | 3.89 | $ | 3.87 | $ | 3.65 | ||||||
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Tangible book value per common share 1
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$ | 3.46 | $ | 3.43 | $ | 3.14 | ||||||
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Ending number of common shares outstanding
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86,617 | 86,597 | 79,100 | |||||||||
1 Total common equity less goodwill and other intangibles divided by shares outstanding as of period end
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Condensed Consolidated Statements of Operations
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(Unaudited, in thousands, except per share data)
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Three Months Ended December 31,
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Year Ended December 31,
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2011
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2010
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2011
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2010
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Interest and fees on loans
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$ | 26,867 | $ | 32,954 | $ | 114,791 | $ | 138,860 | ||||||||
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Interest on investment securities
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4,362 | 4,085 | 18,028 | 17,323 | ||||||||||||
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Total interest income
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$ | 31,229 | $ | 37,039 | $ | 132,819 | $ | 156,183 | ||||||||
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Interest on deposits
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4,124 | 6,170 | 18,660 | 32,714 | ||||||||||||
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Interest on short-term borrowings
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78 | 156 | 405 | 640 | ||||||||||||
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Interest on long-term debt
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230 | 617 | 1,442 | 2,930 | ||||||||||||
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Junior subordinated debt owed to unconsolidated trusts
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319 | 685 | 1,919 | 2,748 | ||||||||||||
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Total interest expense
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$ | 4,751 | $ | 7,628 | $ | 22,426 | $ | 39,032 | ||||||||
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Net interest income
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$ | 26,478 | $ | 29,411 | $ | 110,393 | $ | 117,151 | ||||||||
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Provision for loan losses
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5,000 | 10,300 | 20,000 | 42,000 | ||||||||||||
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Net interest income after provision for loan losses
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$ | 21,478 | $ | 19,111 | $ | 90,393 | $ | 75,151 | ||||||||
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Trust fees
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3,892 | 3,473 | 15,657 | 14,231 | ||||||||||||
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Commissions and brokers' fees
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443 | 447 | 1,858 | 1,756 | ||||||||||||
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Fees for customer services
|
4,438 | 4,466 | 17,914 | 16,592 | ||||||||||||
|
Remittance processing
|
2,077 | 2,233 | 9,196 | 9,349 | ||||||||||||
|
Gain on sales of loans
|
3,501 | 6,146 | 10,945 | 16,130 | ||||||||||||
|
Net security gains (losses)
|
172 | (7 | ) | 170 | 1,018 | |||||||||||
|
Other
|
489 | 447 | 3,275 | 3,677 | ||||||||||||
|
Total non-interest income
|
$ | 15,012 | $ | 17,205 | $ | 59,015 | $ | 62,753 | ||||||||
|
Salaries and wages
|
12,666 | 10,948 | 43,344 | 41,219 | ||||||||||||
|
Employee benefits
|
2,137 | 2,024 | 9,896 | 9,693 | ||||||||||||
|
Net occupancy expense
|
2,135 | 2,188 | 8,897 | 9,135 | ||||||||||||
|
Furniture and equipment expense
|
1,319 | 1,360 | 5,277 | 5,962 | ||||||||||||
|
Data processing expense
|
2,210 | 2,122 | 8,635 | 7,977 | ||||||||||||
|
Amortization expense
|
885 | 1,021 | 3,538 | 4,088 | ||||||||||||
|
Regulatory expense
|
457 | 1,676 | 4,109 | 6,978 | ||||||||||||
|
OREO expense
|
733 | 429 | 1,192 | 1,872 | ||||||||||||
|
Other operating expenses
|
5,449 | 3,520 | 19,677 | 18,286 | ||||||||||||
|
Total non-interest expense
|
$ | 27,991 | $ | 25,288 | $ | 104,565 | $ | 105,210 | ||||||||
|
Income before income taxes
|
$ | 8,499 | $ | 11,028 | $ | 44,843 | $ | 32,694 | ||||||||
|
Income taxes
|
2,753 | 3,722 | 14,970 | 9,464 | ||||||||||||
|
Net income
|
$ | 5,746 | $ | 7,306 | $ | 29,873 | $ | 23,230 | ||||||||
|
Preferred stock dividends and discount accretion
|
$ | 1,234 | $ | 1,322 | $ | 5,342 | $ | 5,170 | ||||||||
|
Income available to common stockholders
|
$ | 4,512 | $ | 5,984 | $ | 24,531 | $ | 18,060 | ||||||||
|
Per Share Data
|
||||||||||||||||
|
Basic earnings per common share
|
$ | 0.05 | $ | 0.09 | $ | 0.29 | $ | 0.27 | ||||||||
|
Fully-diluted earnings per common share
|
$ | 0.05 | $ | 0.09 | $ | 0.29 | $ | 0.27 | ||||||||
|
Diluted average common shares outstanding
|
86,610 | 66,503 | 85,312 | 66,397 | ||||||||||||
Corporate Profile
First Busey Corporation is a $3.4 billion financial holding company headquartered in Champaign, Illinois. Busey Bank, First Busey Corporation’s wholly-owned bank subsidiary, is headquartered in Champaign, Illinois and has thirty-three banking centers serving downstate Illinois, a banking center in Indianapolis, Indiana, and seven banking centers serving southwest Florida. Busey Bank had total assets of $3.3 billion as of December 31, 2011.
Busey Wealth Management is a wholly-owned subsidiary of First Busey Corporation. Through Busey Trust Company, Busey Wealth Management delivers trust, asset management, retail brokerage and insurance products and services. As of December 31, 2011, Busey Wealth Management managed approximately $3.8 billion in assets.
First Busey Corporation owns a retail payment processing subsidiary, FirsTech, Inc., which processes over 22 million transactions per year through online bill payments, lockbox processing and walk-in payments through its 3,100 agent locations in 38 states.
Busey Bank provides electronic delivery of financial services through its website, www.busey.com.
Contact:
David B. White, CFO
217-365-4047
Special Note Concerning Forward-Looking Statements
This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, plans, objectives, future performance and business of the Company. Forward-looking statements, which may be based upon beliefs, expectations and assumptions of the Company’s management and on information currently available to management, are generally identifiable by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “estimate,” “may,” “will,” “would,” “could,” “should” or other similar expressions. Additionally, all statements in this document, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events. A number of factors, many of which are beyond the ability of the Company to control or predict, could cause actual results to differ materially from those in its forward-looking statements. These factors include, among others, the following: (i) the strength of the local and national economy; (ii) the economic impact of any future terrorist threats or attacks; (iii) changes in state and federal laws, regulations and governmental policies concerning the Company’s general business; (iv) changes in interest rates and prepayment rates of the Company’s assets; (v) increased competition in the financial services sector and the inability to attract new customers; (vi) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vii) the loss of key executives or employees; (viii) changes in consumer spending; (ix) unexpected results of acquisitions; (x) unexpected outcomes of existing or new litigation involving the Company; and (xi) changes in accounting policies and practices. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning the Company and its business, including additional factors that could materially affect the Company’s financial results, is included in the Company’s filings with the Securities and Exchange Commission.