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8-K - 8-K - FIRST BUSEY CORP /NV/a10-2497_18k.htm

Exhibit 99.1

 

 

January 26, 2010

 

 

First Busey Announces 2009 Fourth Quarter and Full Year Results

 

Champaign, IL — (Nasdaq: BUSE)

 

Message from our President & CEO

 

Set forth below is a detailed breakdown of various key metrics separated into broad categories.  We focused our attention in 2009 to improving these key metrics.

 

I.                                         Asset Quality:  Our credit metrics improved dramatically in the fourth quarter of 2009.  This improvement is the result of significant effort by our credit and lending groups.  We commented to our shareholders at the 2008 annual meeting and reiterated at our 2009 annual and special shareholders meetings that we believed the credit problems would continue to deteriorate and peak in the latter half of 2009.  Absent additional problems in the economy that could lead to worsening of our credit metrics, the information below would suggest the peak occurred in the third quarter of 2009. The key metrics are as follows:

 

·                  Loans 30-89 days past due declined to $12.5 million at December 31, 2009 compared to $34.0 million at September 30, 2009, and $40.4 million at December 31, 2008, down from a peak of $61.3 million at March 31, 2009.

·                  Non-performing loans decreased to $86.3 million at December 31, 2009, a 50% decline from $172.5 million at September 30, 2009.  Non-performing loans at December 31, 2009 were essentially flat compared to December 31, 2008 balance of $84.2 million.

 

·                  Illinois non-performing loans declined to $28.0 million at December 31, 2009 compared to $42.8 million at September 30, 2009 and $21.5 million at December 31, 2008.

·                  Florida non-performing loans declined to $40.2 million at December 31, 2009 compared to $113.3 million at September 30, 2009 and $61.2 million at December 31, 2008.

·                  Indiana non-performing loans were $18.1 million at December 31, 2009 compared to $16.3 million at September 30, 2009 and $1.4 million at December 31, 2008.

 

·                  Other real estate owned was $17.2 million at December 31, 2009 compared to $16.6 million at September 30, 2009 and $15.8 million at December 31, 2008.

·                  The ratio of non-performing assets to total loans plus other real estate owned was 3.68% at December 31, 2009 compared to 6.26% at September 30, 2009 and 3.05% at December 31, 2008.

·                  The ratio of construction and land development loans to total loans decreased to 11.7% at December 31, 2009 from 22.8% at December 31, 2008, a decrease to 122% of tier 1 capital from 250% of tier 1 capital.

 



 

·                  Loans in Florida decreased to 15.4% of our consolidated portfolio at December 31, 2009 compared to 22.8% at December 31, 2008, which represented a $311.8 million dollar decline in Florida loan balances from December 31, 2008.

·                  Allowance for loan losses to non-performing loan ratio was 116.1% at December 31, 2009 compared to 69.6% at September 30, 2009 and 117.2% at December 31, 2008.

·                  Allowance for loan losses to total loans was 3.59% at December 31, 2009 compared to 4.00% at September 30, 2009 and 3.03% at December 31, 2008.

·                  Fourth quarter 2009 net charge-offs were $73.8 million compared to $108.5 million in the third quarter of 2009 and $25.8 million in the fourth quarter of 2008.

·                  Provision expense in the fourth quarter of 2009 was $54.0 million compared to $140.0 million in the third quarter of 2009 and $75.8 million in the fourth quarter of 2008.

·                  Loans on our balance sheet at September 30, 2009 totaling $73.4 million were sold in the fourth quarter of 2009, all of which were Florida loans, with proceeds totaling $47.3 million.

 

After much consideration of the uncertainties and potential risks of working out certain loans, we made the decision to sell many of our higher risk, transactional substandard and non-performing loans.  These loan sales, which were primarily completed in December 2009, generally yielded proceeds short of the estimated fair value of the loan, resulting in additional charge-offs. These increased net charge-offs necessitated a significant provision to restore our allowance for loan losses.  We employed this strategy to help achieve a balance sheet with significantly decreased non-performing loans, a higher quality loan portfolio and an allowance in excess of our non-performing loans, which consequently should allow for increased human and financial resources to devote to the future of the bank.  Our non-accrual loans were reflected at fair value, which reflected the additional valuation experience gained through the loan sale process. In short, our loan portfolio is now in the best condition it has been in many quarters.

 

Our investment portfolio continued to be strong throughout 2009.  We did not experience credit losses within our investment portfolio or any significant deterioration in value.

 

II.                                     Funding and Liquidity:  As our assets have decreased through the reduction in the loan portfolio, wholesale funding declined significantly:

 

·                  Brokered deposits declined to $173.1 million at December 31, 2009 compared to $377.8 million at December 31, 2008.

·                  Wholesale funding (brokered deposits and borrowings) to total bank funding declined to 7.0% at December 31, 2009 from 13.9% at December 31, 2008.

·                  Consolidated short-term borrowings were zero at December 31, 2009 compared to $83.0 million at December 31, 2008.

·                  Consolidated long-term debt declined by $52.4 million during 2009 to $82.1 million at December 31, 2009.

 

Wholesale funding is typically more expensive than our core deposit funding.  As non-accrual loans were reduced, we were able to also remove higher cost funding from our balance sheet.  This allowed us to eliminate assets that were not producing revenue and eliminate higher cost funding.

 



 

III.                                 Capital:  Busey raised $122.3 million in capital at the end of the third quarter of 2009. Of the $39.3 million raised in the private placement portion, a majority was from our board of directors and members of executive management.  This level of investment by insiders in our Company is extremely rare and represents a remarkable, ongoing commitment to Busey.  We are truly invested along side our outside shareholders.

 

We strengthened our tangible and regulatory capital positions.  We continue to evaluate the capital position of the Company, and we are mindful of the need to potentially raise additional capital in the future, particularly for the purpose of paying back TARP or in an offensive role as we evaluate potential growth opportunities, such as FDIC assisted transactions.

 

·                  On a consolidated basis and at the bank level, we were in excess of well-capitalized regulatory standards at December 31, 2009.

·                  Tangible common equity to tangible assets improved to 4.87% at December 31, 2009 compared to 4.71% at December 31, 2008.

 

IV.                               Operating Performance:  We experienced a significant loss for the quarter and year ended December 31, 2009:

 

·                  Net loss for the quarter ended December 31, 2009 was $29.2 million, or $0.49 per fully-diluted common share, compared to a net loss of $61.4 million, or $1.71 per fully-diluted common share, for the quarter ended December 31, 2008.

·                  Year-to-date consolidated net loss was $327.9 million, or $7.85 per fully-diluted common share in 2009 as compared to net loss of $37.9 million, or $1.06 per fully-diluted common share in 2008.

·                  Goodwill impairment loss for 2009 was $208.2 million or $4.98 fully-diluted per common share compared to 2008 goodwill impairment loss of $22.6 million or $0.63 per fully-diluted common share.

 

As noted below, we believe there is a silver lining within our fourth quarter 2009 operating performance.

 

·                  Net interest margin ratio for the fourth quarter of 2009 increased to 3.34%, including reversal of interest income from non-accrual loans, from 3.03% for the third quarter of 2009 and 3.04% in the fourth quarter of 2008.

·                  With $3.6 billion in average earning assets in the fourth quarter of 2009, each additional 10 basis points of net interest margin ratio represents $3.6 million in pre-tax earnings on an annualized basis.

·                  Total revenue, net of interest expense and security gains, for 2009 was $180.3 million compared to $179.2 million in 2008.

·                  Core pre-provision, pre-tax profit was $17.0 million in the fourth quarter of 2009 compared to $18.8 million in the third quarter of 2009 and $15.3 million in the fourth quarter of 2008. (See non-GAAP reconciliation schedule for listing of non-core items.)

 



 

·                  FirsTech’s net income increased to $2.9 million for 2009, compared to $2.5 million for 2008.

·                  Busey Wealth Management’s net income increased to $2.6 million for 2009, compared to $2.5 million for 2008.

 

Although our earnings were poor primarily due to significant provisioning for loan losses and goodwill impairment, our net interest margin showed significant improvement and our core pre-provision, pre-tax profit improved in 2009.  The fourth quarter of 2009 was off slightly due to loan sales gains being down as the holiday season slowed our mortgage origination volume.

 

On February 5, 2010, we will pay a cash dividend of $0.04 per common share to shareholders of record on February 2, 2010.  Consistent with prior quarters, 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.  Although we recorded net losses for the past three quarters, we believe our current core operating results, current capital position and improved credit metrics support the dividend payment. Additionally, we believe we will be profitable going forward, which was a significant factor in the decision to continue the $0.04 per common share dividend.

 

Our corporate headquarters moved to Champaign, Illinois from Urbana, Illinois; however, our headquarters still resides in a recognized State of Illinois Enterprise Zone.

 

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

 

 


 


 

SELECTED FINANCIAL HIGHLIGHTS

(dollars in thousands, except per share data)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

December 31,

 

September 30,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2009

 

2009

 

2008

 

2009

 

2008

 

EARNINGS & PER SHARE DATA

 

 

 

 

 

 

 

 

 

 

 

Net loss(1)

 

$

(29,239

)

$

(283,675

)

$

(61,359

)

$

(327,880

)

$

(37,947

)

Revenue(2)

 

45,953

 

44,852

 

41,385

 

180,285

 

179,151

 

Fully-diluted loss per share

 

(0.49

)

(7.92

)

(1.71

)

(7.85

)

(1.06

)

Cash dividends paid per share

 

0.04

 

0.08

 

0.20

 

0.40

 

0.80

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) by operating segment(3)

 

 

 

 

 

 

 

 

 

 

 

Busey Bank

 

$

(25,866

)

$

(280,677

)

$

(60,639

)

$

(320,808

)

$

(39,020

)

Busey Wealth Management

 

649

 

629

 

457

 

2,557

 

2,540

 

FirsTech

 

472

 

728

 

490

 

2,869

 

2,527

 

 

 

 

 

 

 

 

 

 

 

 

 

AVERAGE BALANCES

 

 

 

 

 

 

 

 

 

 

 

Assets

 

$

3,894,489

 

$

4,208,503

 

$

4,399,387

 

$

4,230,791

 

$

4,282,466

 

Earning assets

 

3,628,623

 

3,805,332

 

3,892,209

 

3,840,435

 

3,781,169

 

Deposits

 

3,208,901

 

3,325,943

 

3,376,011

 

3,363,345

 

3,279,867

 

Interest-bearing liabilities

 

3,064,451

 

3,247,202

 

3,485,063

 

3,282,648

 

3,351,212

 

Stockholders’ equity - common

 

244,143

 

377,935

 

504,329

 

377,558

 

513,800

 

 

 

 

 

 

 

 

 

 

 

 

 

PERFORMANCE RATIOS

 

 

 

 

 

 

 

 

 

 

 

Return on average assets(4)

 

(2.98

)%

(26.74

)%

(5.53

)%

(7.75

)%

(0.89

)%

Return on average common equity(4)

 

(47.51

)%

(297.79

)%

(48.27

)%

(86.84

)%

(7.39

)%

Net interest margin(4)

 

3.34

%

3.03

%

3.04

%

3.04

%

3.33

%

Efficiency ratio(5)

 

70.71

%

62.69

%

68.31

%

63.12

%

59.44

%

Non-interest revenue as a % of total revenues(2)

 

34.67

%

36.54

%

29.67

%

36.50

%

31.16

%

 

 

 

 

 

 

 

 

 

 

 

 

ASSET QUALITY

 

 

 

 

 

 

 

 

 

 

 

Gross loans

 

$

2,792,823

 

$

3,004,072

 

$

3,257,581

 

 

 

 

 

Allowance for loan losses

 

100,179

 

120,021

 

98,671

 

 

 

 

 

Net charge-offs

 

73,842

 

108,528

 

25,803

 

249,992

 

42,139

 

Allowance for loan losses to loans

 

3.59

%

4.00

%

3.03

%

 

 

 

 

Allowance as a percentage of non-performing loans

 

116.08

%

69.58

%

117.20

%

 

 

 

 

Non-performing loans

 

 

 

 

 

 

 

 

 

 

 

Non-accrual loans

 

82,133

 

157,978

 

68,347

 

 

 

 

 

Loans 90+ days past due

 

4,166

 

14,526

 

15,845

 

 

 

 

 

Geographically

 

 

 

 

 

 

 

 

 

 

 

Downstate Illinois/ Indiana

 

46,120

 

59,158

 

22,986

 

 

 

 

 

Florida

 

40,179

 

113,346

 

61,206

 

 

 

 

 

Loans 30 -89 days past due

 

12,493

 

34,008

 

40,363

 

 

 

 

 

Other non-performing assets

 

17,241

 

16,638

 

15,794

 

 

 

 

 

 


(1)

Available to common stockholders, net of preferred dividend and TARP warrant accretion

(2)

Net of interest expense, excludes security gains.

(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.

(4)

Quarterly ratios annualized and calculated on net income (loss) available to common stockholders.

(5)

Net of security gains and intangible charges.

 



 

PRE-PROVISION, PRE-TAX NON-GAAP RECONCILIATION

(dollars in thousands, except per share data)

 

 

 

2009

 

Three Months Ended 2009

 

 

 

Total

 

December 31

 

September 30

 

June 30

 

March 31

 

Pre-tax, Pre-Provision Profit (Loss), GAAP Basis

 

$

(147,280

)

$

11,985

 

$

(192,841

)

$

15,770

 

$

17,806

 

Non-recurring income items:

 

 

 

 

 

 

 

 

 

 

 

Bank owned life insurance settlement

 

(2,000

)

 

 

 

(2,000

)

Investments in private equity funds

 

(600

)

 

 

(1,000

)

400

 

Security gains/ losses

 

(130

)

10

 

(65

)

(54

)

(21

)

Other

 

(1,252

)

(1,252

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-recurring expense items:

 

 

 

 

 

 

 

 

 

 

 

Goodwill impairment

 

208,164

 

 

208,164

 

 

 

FDIC Assessment

 

2,200

 

 

 

2,800

 

(600

)

Employee related costs

 

1,051

 

527

 

491

 

 

33

 

Asset impairment

 

2,550

 

2,470

 

80

 

 

 

OREO expenses

 

4,356

 

2,117

 

1,120

 

1,009

 

110

 

Nonaccrual prior quarter interest reversals

 

1,251

 

176

 

755

 

320

 

 

Tax examination results

 

1,100

 

700

 

400

 

 

 

Other

 

921

 

257

 

664

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted pre-provision, pre-tax profit

 

$

70,331

 

$

16,990

 

$

18,768

 

$

18,845

 

$

15,728

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

Three Months Ended 2008

 

 

 

Total

 

December 31

 

September 30

 

June 30

 

March 31

 

Pre-tax, Pre-Provision Profit (Loss), GAAP Basis

 

$

44,735

 

$

(10,916

)

$

19,939

 

$

18,359

 

$

17,353

 

Non-recurring income items:

 

 

 

 

 

 

 

 

 

 

 

Bank owned life insurance settlement

 

 

 

 

 

 

Investments in private equity funds

 

(1,900

)

 

(1,900

)

 

 

Security gains/ losses

 

(605

)

(96

)

(7

)

(30

)

(472

)

Other

 

(300

)

 

 

 

(300

)

 

 

 

 

 

 

 

 

 

 

 

 

Non-recurring expense items:

 

 

 

 

 

 

 

 

 

 

 

Goodwill impairment

 

22,601

 

22,601

 

 

 

 

FDIC Assessment

 

 

 

 

 

 

Employee related costs

 

2,352

 

1,449

 

373

 

330

 

200

 

Asset impairment

 

493

 

493

 

 

 

 

OREO expenses

 

2,331

 

1,789

 

331

 

(78

)

289

 

Nonaccrual prior quarter interest reversals

 

 

 

 

 

 

Tax examination results

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted pre-provision, pre-tax profit

 

$

69,707

 

$

15,320

 

$

18,736

 

$

18,581

 

$

17,070

 

 



 

Condensed Consolidated Balance Sheets

(Unaudited, in thousands, except per share data)

 

 

 

December 31,

 

September 30,

 

June 30,

 

December 31,

 

 

 

2009

 

2009

 

2009

 

2008

 

Assets

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

207,071

 

$

183,243

 

$

90,797

 

$

190,113

 

Investment securities

 

588,786

 

601,129

 

648,891

 

654,130

 

Net loans

 

2,692,644

 

2,884,051

 

3,073,458

 

3,158,910

 

Premises and equipment

 

77,528

 

79,663

 

80,082

 

81,732

 

Goodwill and other intangibles

 

44,330

 

45,420

 

254,675

 

256,868

 

Other assets

 

204,493

 

180,400

 

128,611

 

118,340

 

Total assets

 

$

3,814,852

 

$

3,973,906

 

$

4,276,514

 

$

4,460,093

 

 

 

 

 

 

 

 

 

 

 

Liabilities & Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Non-interest bearing deposits

 

$

468,230

 

$

427,267

 

$

458,647

 

$

378,007

 

Interest-bearing deposits

 

2,702,850

 

2,855,386

 

2,885,426

 

3,128,686

 

Total deposits

 

$

3,171,080

 

$

3,282,653

 

$

3,344,073

 

$

3,506,693

 

 

 

 

 

 

 

 

 

 

 

Federal funds purchased & securities sold under agreements to repurchase

 

142,325

 

158,875

 

154,099

 

182,980

 

Short-term borrowings

 

 

 

30,000

 

83,000

 

Long-term debt

 

82,076

 

120,493

 

125,493

 

134,493

 

Junior subordinated debt owed to unconsolidated trusts

 

55,000

 

55,000

 

55,000

 

55,000

 

Other liabilities

 

36,243

 

33,826

 

38,893

 

43,110

 

Total liabilities

 

$

3,486,724

 

$

3,650,847

 

$

3,747,558

 

$

4,005,276

 

Total stockholders’ equity

 

$

328,128

 

$

323,059

 

$

528,956

 

$

454,817

 

Total liabilities & stockholders’ equity

 

$

3,814,852

 

$

3,973,906

 

$

4,276,514

 

$

4,460,093

 

 

 

 

 

 

 

 

 

 

 

Per Share Data

 

 

 

 

 

 

 

 

 

Book value per common share

 

$

3.44

 

$

3.95

 

$

11.98

 

$

12.70

 

Tangible book value per common share

 

$

2.77

 

$

3.14

 

$

4.87

 

$

5.53

 

Ending number of common shares outstanding

 

66,361

 

56,516

 

35,816

 

35,815

 

 



 

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except per share data)

 

 

 

Three Months Ended December 31,

 

Year Ended December 31,

 

 

 

2009

 

2008

 

2009

 

2008

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

39,026

 

$

46,088

 

$

161,971

 

$

195,121

 

Interest on investment securities

 

5,004

 

6,237

 

22,617

 

25,175

 

Other interest income

 

 

15

 

 

188

 

Total interest income

 

$

44,030

 

$

52,340

 

$

184,588

 

$

220,484

 

 

 

 

 

 

 

 

 

 

 

Interest on deposits

 

12,032

 

19,507

 

60,079

 

81,208

 

Interest on short-term borrowings

 

193

 

1,370

 

2,229

 

6,318

 

Interest on long-term debt

 

1,100

 

1,519

 

4,900

 

6,134

 

Junior subordinated debt owed to unconsolidated trusts

 

685

 

837

 

2,901

 

3,488

 

Total interest expense

 

$

14,010

 

$

23,233

 

$

70,109

 

$

97,148

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

30,020

 

$

29,107

 

$

114,479

 

$

123,336

 

Provision for loan losses

 

54,000

 

75,800

 

251,500

 

98,250

 

Net interest income (loss) after provision for loan losses

 

$

(23,980

)

$

(46,693

)

$

(137,021

)

$

25,086

 

 

 

 

 

 

 

 

 

 

 

Fees for customer services

 

4,384

 

4,371

 

17,086

 

16,621

 

Trust fees

 

3,197

 

3,332

 

12,817

 

13,445

 

Remittance processing

 

3,146

 

3,026

 

13,032

 

12,115

 

Commissions and brokers’ fees

 

465

 

584

 

1,843

 

2,764

 

Gain on sales of loans

 

2,437

 

909

 

12,379

 

4,357

 

Net security gains (losses)

 

(10

)

96

 

130

 

605

 

Other

 

2,304

 

56

 

8,649

 

6,513

 

Total non-interest income

 

$

15,923

 

$

12,374

 

$

65,936

 

$

56,420

 

 

 

 

 

 

 

 

 

 

 

Salaries and wages

 

12,143

 

11,964

 

44,519

 

46,861

 

Employee benefits

 

900

 

2,269

 

9,086

 

10,699

 

Net occupancy expense

 

2,501

 

2,485

 

9,886

 

9,600

 

Furniture and equipment expense

 

1,712

 

1,976

 

7,288

 

8,232

 

Data processing expense

 

2,271

 

1,969

 

7,922

 

6,855

 

Amortization expense

 

1,090

 

1,129

 

4,361

 

4,518

 

Goodwill impairment expense

 

 

22,601

 

208,164

 

22,601

 

Other operating expenses

 

13,341

 

8,004

 

36,469

 

25,655

 

Total non-interest expense

 

$

33,958

 

$

52,397

 

$

327,695

 

$

135,021

 

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

$

(42,015

)

$

(86,716

)

$

(398,780

)

$

(53,515

)

Income taxes

 

(14,457

)

(25,357

)

(75,667

)

(15,568

)

Net Loss

 

$

(27,558

)

$

(61,359

)

$

(323,113

)

$

(37,947

)

Preferred stock dividends and TARP warrant accretion

 

$

1,681

 

$

 

$

4,767

 

$

 

Loss available for common stockholders

 

$

(29,239

)

$

(61,359

)

$

(327,880

)

$

(37,947

)

 

 

 

 

 

 

 

 

 

 

Per Share Data

 

 

 

 

 

 

 

 

 

Basic loss per common share

 

$

(0.49

)

$

(1.71

)

$

(7.85

)

$

(1.06

)

Fully-diluted loss per common share

 

$

(0.49

)

$

(1.71

)

$

(7.85

)

$

(1.06

)

Diluted average common shares outstanding

 

59,509

 

35,893

 

41,788

 

35,952

 

 



 

Corporate Profile

 

First Busey Corporation is a $3.8 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 $3.8 billion as of December 31, 2009.

 

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, 2009, Busey Wealth Management had approximately $3.4 billion in assets under care.

 

First Busey Corporation owns a retail payment processing subsidiary, FirsTech, Inc., which processes over 32 million transactions per year through online bill payments, lockbox processing and walk-in payments through its 4,700 agent locations in 40 states.

 

Busey provides electronic delivery of financial services through our website, www.busey.com.

 

Contact:

Barbara J. Harrington, CFO

217-365-4516

 

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.