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): April 20, 2010
First
Busey Corporation
(Exact
name of registrant as specified in its charter)
|
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):
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the
Exchange
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o
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Act
(17 CFR 240.14d-2(b))
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o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange
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o
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Act
(17 CFR 240.13e-4(c))
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Item
2.02. Results
of Operations and Financial Condition.
On
Tuesday, April 20, 2010, the Company issued a press release disclosing financial
results for the quarter ended March 31, 2010. 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.
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Item
8.01.
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Other
Events.
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The
Registrant announced it will pay a dividend of $0.04 per common share on April
30, 2010 to shareholders of record as of April 27, 2010.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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99.1
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Press
Release issued by the Company, dated April 20,
2010.
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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:
April 21, 2010
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First
Busey Corporation
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By: /s/ David B.
White
Name: David
B. White
Title:
Chief Financial Officer
April 20, 2010
First
Busey Announces 2010 First Quarter Earnings
Champaign,
IL – (Nasdaq: BUSE)
Message
from our President & CEO
Following
many challenging quarters, First Busey Corporation’s net income was $4.2 million
and income available to common stockholders was $2.9 million for the first
quarter of 2010. I believe we have turned a corner. The recovery will
be gradual as we continue to work through credit issues. However,
assuming the economy continues to improve, I expect that we will be profitable
going forward. Set forth below is a detailed breakdown of various key
metrics separated into broad categories. During 2009, we focused
primarily on repairing our balance sheet through improvements in asset quality,
funding & liquidity and our capital position. While we have not
changed our priorities from balance sheet
strength, profitability and growth – in that order, we will discuss our
earnings performance first, followed by a breakdown of key metrics in Asset
Quality, Liquidity & Funding and Capital.
I. Operating
Performance: We were profitable in the first quarter of 2010
despite a $14.7 million provision for loan losses:
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·
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Income
available to common shareholders (includes TARP dividends) for the quarter
ended March 31, 2010 was $2.9 million, or $0.04 per fully-diluted common
share, compared to $5.5 million, or $0.15 per fully-diluted common share,
for the quarter ended March 31,
2009.
|
|
·
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Pre-provision,
pre-tax net income was $20.1 million for the quarter ended March 31, 2010
compared to $12.0 million for the quarter ended December 31, 2009 and
$17.8 million for the quarter ended March 31,
2009.
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|
·
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Net
interest margin increased to 3.52% for the first quarter of 2010, net of
reversals of interest from loans placed on non-accrual, which was an
increase from 3.36% for the fourth quarter of 2009 and 2.89% for the first
quarter of 2009.
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·
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With
$3.4 billion in average earning assets in the first quarter of 2010, each
additional 10 basis points of net interest margin ratio represents $3.4
million in pre-tax earnings on an annualized
basis.
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·
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Our
efficiency ratio (a measurement that roughly shows the percentage cost of
each dollar of revenue) for the quarter ended March 31, 2010 improved to
53.69% as compared to 70.71% for the quarter ended December 31, 2009 and
56.02% for the quarter ended March 31,
2009.
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·
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Total
revenue, net of interest expense and security gains, for the first quarter
of 2010 was $44.6 million compared to $46.0 million for the fourth quarter
of 2009 and $43.6 million for the first quarter of
2009.
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·
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As
discussed in our 2009 Form 10-K, FirsTech’s net income decreased to $0.6
million for the first quarter of 2010, compared to $0.8 million for the
first quarter of 2009.
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·
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Busey
Wealth Management’s net income increased to $0.9 million for the first
quarter of 2010, compared to $0.6 million for the first quarter of
2009.
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Our
earnings are not at an acceptable level. Credit costs continued to
weigh heavily on earnings as we recorded $14.7 million in provision for loan
losses in the first quarter of 2010. Additionally, increased costs
related to FDIC insurance, foreclosed assets and collection and preservation of
collateral continue to suppress earnings. While we expect costs
related to FDIC insurance, foreclosed assets and collection and preservation to
continue to affect earnings at least throughout 2010, the $14.7 million of
provision expense was at the high end of our expectations for quarterly
provisioning going forward in 2010.
II. Asset
Quality: Our credit metrics at March 31, 2010 showed some
improvement and some decline compared to December 31, 2009
levels. The credit metric declines were not outside of expectations
and were primarily related to credits we anticipated may have issues during
2010. We expect gradual improvement in these credit metrics
throughout 2010 depending on market specific economic conditions. The
key metrics are as follows:
|
·
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Loans
30-89 days past due increased to $24.6 million at March 31, 2010 up from
$12.5 million at December 31, 2009, but down from a peak of $61.3 million
at March 31, 2009.
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·
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Non-performing
loans increased to $100.7 million at March 31, 2010 from $86.3 million at
December 31, 2009, but a decline from $172.5 million at September 30,
2009.
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| ° |
Illinois
non-performing loans increased to $36.0 million at March 31, 2010 up from
$28.0 million at December 31, 2009 compared to $42.8 million at September
30, 2009.
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°
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Florida
non-performing loans increased to $43.7 million at March 31, 2010 up from
$40.2 million at December 31, 2009 compared to $113.3 million at September
30, 2009.
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°
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Indiana
non-performing loans increased to $21.0 million at March 31, 2010 up from
$18.1 million at December 31, 2009 compared to $16.4 million at September
30, 2009.
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·
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Other
real estate owned increased to $18.5 million at March 31, 2010 from $17.2
million at December 31, 2009 compared to $16.6 million at September 30,
2009.
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·
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The
ratio of non-performing assets to total loans plus other real estate owned
increased to 4.38% at March 31, 2010 from 3.68% at December 31, 2009
compared to 6.26% at September 30,
2009.
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·
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The
ratio of construction and land development loans to total loans decreased
to 11.3% at March 31, 2010 from 11.7% at December 31, 2009 compared to
18.8% at September 30, 2009.
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·
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Loans
in Florida decreased to 14.4% of our consolidated portfolio at March 31,
2010 from 15.4% at December 31, 2009 compared to 22.8% at December 31,
2008, which represented a $349.3 million decline in Florida loan
balances from December 31, 2008.
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·
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Allowance
for loan losses to non-performing loan ratio was 94.2% at March 31, 2010 a
decrease from 116.1% at December 31, 2009 compared to 69.6% at September
30, 2009.
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·
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Allowance
for loan losses to total loans was 3.51% at March 31, 2010 down from 3.59%
at December 31, 2009 compared to 4.00% at September 30,
2009.
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·
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Net
charge-offs were $20.0 million during the first quarter of 2010 compared
to $73.8 million in the fourth quarter of 2009 and $108.5 million in the
third quarter of 2009 and $20.2 million in the first quarter of
2009.
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·
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Provision
expense in the first quarter of 2010 was $14.7 million down from $54.0
million in the fourth quarter of 2009 compared to $140.0 million in the
third quarter of 2009 and $10.0 million in the first quarter of
2009.
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Overall,
our credit metrics at March 31, 2010 were fairly flat as compared to the fourth
quarter of 2009. We continue to believe the peak of our
non-performing assets occurred in the quarter ended September 30,
2009. We significantly reduced our non-performing loans during the
fourth quarter of 2009 through a sale of problem loans, which were largely in
the southwest Florida market. The primary reason for the movement in
the first quarter of 2010 credit metrics was the acceleration of a few notes
into non-performing loans that were on our watch list, but we thought had a
chance to turn around during 2010.
Our
coverage ratio declined slightly in the first quarter of 2010 as compared to the
fourth quarter of 2009 as many of the loans that contributed to the 116.1%
coverage ratio at December 31, 2010 were pulled into non-performing in the first
quarter of 2010 and marked to fair value. These fair value marks were
the primary contributor to the $20.0 million in charge-offs during the first
quarter of 2010.
We
continue to believe we understand the risks within our portfolio. We
expect to have elevated credit risk on our balance sheet, but expect to
experience gradual improvement, throughout 2010. However, most
importantly, we believe we have the risks identified and are proactively
managing these risks.
The
quality of our investment portfolio continued to be strong. We have
yet to experience a credit loss within our investment portfolio or any
significant deterioration in value during the current economic
cycle.
III. Funding and
Liquidity: As our assets decreased through the reduction in
the loan portfolio, wholesale funding continued to decline:
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·
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Brokered
deposits declined to $147.3 million at March 31, 2010 compared to $173.1
million at December 31, 2009 and $377.8 million at December 31,
2008.
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·
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The
ratio of wholesale funding (brokered deposits and borrowings) to total
bank funding declined to 6.2% at March 31, 2010 compared to 7.0% at
December 31, 2009 and 13.9% at December 31,
2008.
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|
·
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We
had no short-term borrowings at March 31, 2010 and December 31, 2009
compared to $83.0 million at December 31,
2008.
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|
·
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Long-term
debt declined to $73.1 million at March 31, 2010 compared to $82.1 million
at December 31, 2009 and $134.5 million at December 31,
2008.
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As
demonstrated in the metrics above, funding our bank with core deposits is a
priority and we will continue to work toward a solid core funding
position. There are two primary reasons for this philosophy; 1)
wholesale funding is typically more expensive than core deposit funding, and 2)
a significant component of a bank’s value is determined by its core deposits and
the breadth and depth of its households.
IV. Capital: We continued to
exceed well-capitalized regulatory standards at both the bank and holding
company. In your proxy statement for our 2010 Annual Meeting of
Stockholders, we have asked you to approve an amendment to our Articles of
Incorporation to increase the number of authorized shares of our common stock
from 100 million to 200 million. Although we currently do not
have any specific plans, agreements or commitments to issue additional shares of
common stock, we are seeking to increase the number of authorized shares of our
common stock to position us for potential future growth and enable us to quickly
take advantage of market conditions and other favorable opportunities as they
arise. We believe that our significant efforts to address our credit
issues in 2009 should put us in a position to take advantage of growth
opportunities in the near future.
At the
point it makes sense for the Company and our stockholders, we will seek to
retire the TARP capital. We would like to payback TARP as soon as
practicable. Once we have identified the appropriate exit point, we
will work with our regulators to obtain the approval to do so. This
event would likely involve the issuance of more stock.
On April
30, 2010, we will pay a cash dividend of $0.04 per common share to shareholders
of record on April 27, 2010. We analyzed this dividend payment decision
very carefully to ensure it was consistent with our capital plan, our earnings
and the Busey Promise of shareholder value. We were profitable at $0.04 per
share this quarter and believe we will be profitable going forward, which was a
significant factor in the decision to pay the $0.04 per common share
dividend.
We thank
our associates for their efforts, our customers for their business and you, our
shareholders, 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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|||||||||||||||||
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(dollars in thousands, except
per share data)
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|||||||||||||||||
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|||||||||||||||||
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Three
Months Ended
|
||||||||||||||||
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March
31,
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December
31,
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September
30,
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March
31,
|
|||||||||||||
|
2010
|
2009
|
2009
|
2009
|
||||||||||||||
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Net
income (loss)
|
|
$ | 4,217 | $ | (27,558 | ) | $ | (282,319 | ) | $ | 5,893 | ||||||
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Income
(loss) available to common stockholders1
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2,935 | (29,239 | ) | (283,675 | ) | 5,506 | |||||||||||
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Revenue2
|
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44,557 | 45,953 | 44,852 | 43,607 | ||||||||||||
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Fully-diluted
income (loss) per share
|
0.04 | (0.49 | ) | (7.92 | ) | 0.15 | |||||||||||
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Cash
dividends paid per share
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0.04 | 0.04 | 0.08 | 0.20 | |||||||||||||
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Net
income (loss) by operating segment3
|
|||||||||||||||||
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Busey
Bank
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$ | 3,470 | $ | (25,866 | ) | $ | (280,677 | ) | $ | 5,870 | |||||||
|
Busey
Wealth Management
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899 | 649 | 629 | 562 | |||||||||||||
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FirsTech
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641 | 472 | 728 | 822 | |||||||||||||
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AVERAGE
BALANCES
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|||||||||||||||||
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Assets
|
$ | 3,724,025 | $ | 3,894,489 | $ | 4,208,503 | $ | 4,410,790 | |||||||||
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Earning
assets
|
3,402,221 | 3,609,477 | 3,785,110 | 3,945,613 | |||||||||||||
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Deposits
|
|
3,088,437 | 3,208,901 | 3,325,943 | 3,488,527 | ||||||||||||
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Interest-bearing
liabilities
|
2,909,035 | 3,064,451 | 3,247,202 | 3,455,020 | |||||||||||||
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Stockholders'
equity - common
|
230,703 | 244,143 | 377,935 | 452,327 | |||||||||||||
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PERFORMANCE
RATIOS
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|||||||||||||||||
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Return
on average assets4
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0.32 | % | (2.98 | %) | (26.74 | %) | 0.51 | % | |||||||||
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Return
on average common equity4
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5.16 | % | (47.51 | %) | (297.79 | %) | 4.94 | % | |||||||||
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Net
interest margin4
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3.52 | % | 3.36 | % | 3.05 | % | 2.89 | % | |||||||||
|
Efficiency
ratio5
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53.69 | % | 70.71 | % | 62.69 | % | 56.02 | % | |||||||||
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Non-interest
revenue as a % of total revenues2
|
34.90 | % | 34.67 | % | 36.71 | % | 36.79 | % | |||||||||
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ASSET
QUALITY
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|||||||||||||||||
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Gross
loans
|
$ | 2,706,793 | $ | 2,792,823 | $ | 3,004,072 | $ | 3,261,440 | |||||||||
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Allowance
for loan losses
|
94,929 | 100,179 | 120,021 | 88,498 | |||||||||||||
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Net
charge-offs
|
19,950 | 73,842 | 108,528 | 20,173 | |||||||||||||
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Allowance
for loan losses to loans
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3.51 | % | 3.59 | % | 4.00 | % | 2.71 | % | |||||||||
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Allowance
as a percentage of non-performing loans
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94.23 | % | 116.08 | % | 69.58 | % | 73.03 | % | |||||||||
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Non-performing
loans
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|||||||||||||||||
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Non-accrual
loans
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97,630 | 82,133 | 157,978 | 105,424 | |||||||||||||
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Loans
90+ days past due
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3,116 | 4,166 | 14,526 | 15,752 | |||||||||||||
| Geographically |
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||||||||||||||||
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Downstate
Illinois/ Indiana
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57,020 | 46,120 | 59,158 | 36,653 | |||||||||||||
| Florida |
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43,726 | 40,179 | 113,346 | 84,523 | ||||||||||||
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Loans
30 -89 days past due
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24,630 | 12,493 | 34,008 | 61,307 | |||||||||||||
| Other non-performing assets | 18,510 | 17,241 | 16,638 | 16,957 | |||||||||||||
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1 Available
to common stockholders, net of preferred dividend and discount
accretion
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|||||||||||||||||
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2
Net
of interest expense, excludes security
gains.
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3 Busey
Bank, N.A. was merged into Busey Bank in August 2009. All Busey Bank,
N.A. information has been combined with Busey Bank
retrospectively.
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|||||||||||||||||
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4
Quarterly
ratios annualized and calculated on net income (loss) available to common
stockholders.
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|||||||||||||||||
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5 Net
of security gains and intangible charges.
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|||||||||||||||||
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Condensed
Consolidated Balance Sheets
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||||||||||||
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(Unaudited,
in thousands, except per share data)
|
March
31,
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December
31,
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March
31,
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|||||||||
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2010
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2009
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2009
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||||||||||
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Assets
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||||||||||||
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Cash
and due from banks
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$ | 218,867 | $ | 207,071 | $ | 138,413 | ||||||
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Investment
securities
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530,215 | 569,640 | 686,876 | |||||||||
|
Net
loans
|
2,611,864 | 2,692,644 | 3,172,942 | |||||||||
|
Premises
and equipment
|
76,322 | 77,528 | 80,890 | |||||||||
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Goodwill
and other intangibles
|
43,308 | 44,330 | 255,765 | |||||||||
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Other
assets
|
221,904 | 223,639 | 135,589 | |||||||||
|
Total
assets
|
$ | 3,702,480 | $ | 3,814,852 | $ | 4,470,475 | ||||||
|
Liabilities
& Stockholders' Equity
|
||||||||||||
|
Non-interest
bearing deposits
|
$ | 443,207 | $ | 468,230 | $ | 458,332 | ||||||
|
Interest-bearing
deposits
|
2,635,811 | 2,702,850 | 3,031,869 | |||||||||
|
Total
deposits
|
$ | 3,079,018 | $ | 3,171,080 | $ | 3,490,201 | ||||||
|
Federal
funds purchased & securities
|
||||||||||||
|
sold
under agreements to repurchase
|
133,297 | 142,325 | 143,635 | |||||||||
|
Short-term
borrowings
|
- | - | 58,000 | |||||||||
|
Long-term
debt
|
73,076 | 82,076 | 132,743 | |||||||||
|
Junior
subordinated debt owed to unconsolidated trusts
|
55,000 | 55,000 | 55,000 | |||||||||
|
Other
liabilities
|
33,373 | 36,243 | 39,208 | |||||||||
|
Total
liabilities
|
$ | 3,373,764 | $ | 3,486,724 | $ | 3,918,787 | ||||||
|
Total
stockholders' equity
|
$ | 328,716 | $ | 328,128 | $ | 551,688 | ||||||
|
Total
liabilities & stockholders' equity
|
$ | 3,702,480 | $ | 3,814,852 | $ | 4,470,475 | ||||||
|
Per
Share Data
|
||||||||||||
|
Book
value per common share
|
$ | 3.45 | $ | 3.45 | $ | 12.65 | ||||||
|
Tangible
book value per common share
|
$ | 2.80 | $ | 2.78 | $ | 5.51 | ||||||
|
Ending
number of common shares outstanding
|
66,361 | 66,361 | 35,816 | |||||||||
|
Condensed
Consolidated Statements of Income
|
||||||||
|
(Unaudited,
in thousands, except per share data)
|
Three
Months Ended March 31,
|
|||||||
|
2010
|
2009
|
|||||||
|
|
||||||||
|
Interest
and fees on loans
|
$ | 36,036 | $ | 42,140 | ||||
|
Interest
on investment securities
|
4,657 | 6,135 | ||||||
|
Total
interest income
|
$ | 40,693 | $ | 48,275 | ||||
|
Interest
on deposits
|
9,951 | 17,817 | ||||||
|
Interest
on short-term borrowings
|
163 | 843 | ||||||
|
Interest
on long-term debt
|
894 | 1,274 | ||||||
|
Junior
subordinated debt owed to unconsolidated trusts
|
680 | 777 | ||||||
|
Total
interest expense
|
$ | 11,688 | $ | 20,711 | ||||
|
Net
interest income
|
$ | 29,005 | $ | 27,564 | ||||
|
Provision
for loan losses
|
14,700 | 10,000 | ||||||
|
Net
interest income after provision for loan losses
|
$ | 14,305 | $ | 17,564 | ||||
|
Fees
for customer services
|
3,943 | 3,997 | ||||||
|
Trust
fees
|
4,210 | 3,205 | ||||||
|
Remittance
processing
|
2,620 | 3,254 | ||||||
|
Commissions
and brokers' fees
|
440 | 519 | ||||||
|
Gain
on sales of loans
|
2,438 | 2,418 | ||||||
|
Net
security gains
|
742 | 21 | ||||||
|
Other
|
1,901 | 2,650 | ||||||
|
Total
non-interest income
|
$ | 16,294 | $ | 16,064 | ||||
|
Salaries
and wages
|
9,666 | 10,629 | ||||||
|
Employee
benefits
|
2,639 | 2,817 | ||||||
|
Net
occupancy expense
|
2,342 | 2,575 | ||||||
|
Furniture
and equipment expense
|
1,531 | 1,936 | ||||||
|
Data
processing expense
|
1,896 | 1,732 | ||||||
|
Amortization
expense
|
1,023 | 1,090 | ||||||
|
FDIC
insurance expense
|
1,380 | 694 | ||||||
|
Other
operating expenses
|
4,736 | 4,349 | ||||||
|
Total
non-interest expense
|
$ | 25,213 | $ | 25,822 | ||||
|
Income
before income taxes
|
$ | 5,386 | $ | 7,806 | ||||
|
Income
taxes
|
1,169 | 1,913 | ||||||
|
Net
income
|
$ | 4,217 | $ | 5,893 | ||||
|
Preferred
stock dividends and discount accretion
|
$ | 1,282 | $ | 387 | ||||
|
Income
available for common stockholders
|
$ | 2,935 | $ | 5,506 | ||||
|
Per
Share Data
|
||||||||
|
Basic
earnings per common share
|
$ | 0.04 | $ | 0.15 | ||||
|
Fully-diluted
earnings per common share
|
$ | 0.04 | $ | 0.15 | ||||
|
Diluted
average common shares outstanding
|
66,361 | 35,816 | ||||||
Corporate
Profile
First
Busey Corporation is a $3.7 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-four banking
centers serving downstate Illinois, a banking center in Indianapolis, Indiana,
and eight banking centers serving southwest Florida. Busey Bank had total assets
of $3.7 billion as of March 31, 2010.
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 March
31, 2010, Busey Wealth Management had approximately $3.5 billion in assets under
care.
First
Busey Corporation owns a retail payment processing subsidiary, FirsTech, Inc.,
which processes over 28 million transactions per year through online bill
payments, lockbox processing and walk-in payments through its 3,500 agent
locations in 32 states.
Busey
provides electronic delivery of financial services through our 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.