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8-K - FORM 8K FBC - FIRST BUSEY CORP /NV/form8k_fbc.htm
April 26, 2016
First Busey Announces 2016 First Quarter Earnings

Champaign, IL – (Nasdaq: BUSE)

Message from our President & CEO

Significant progress made in one year, from the quarter ended March 31, 2015:

· Net income available to common stockholders of $10.4 million, up 37.7%
· Fully-diluted earnings per share of $0.36, up 38.5%
· Total net interest income of $27.9 million, up 4.8%
· Total average gross loans of $2.59 billion, up 4.2%
· Total non-interest income of $16.8 million, up 5.5%
· Average non-interest bearing deposits of $768.3 million, up 9.2%
· Return on average assets of 1.07%, up from 0.79%
· Return on average common equity of 11.14%, up from 8.46%

Other recent highlights:

· Stockholder approval of Pulaski Financial Corp. acquisition
· Recognized as one of the 2016 Best Places to Work in Illinois
 
First Busey Corporation's net income and net income available to common stockholders for the first quarter of 2016 was $10.4 million, or $0.36 per fully diluted common share.  The Company reported net income of $10.7 million and net income available to common stockholders of $10.5 million, or $0.36 per fully-diluted common share for the fourth quarter of 2015 and net income of $7.8 million and net income available to common stockholders of $7.6 million, or $0.26 per fully-diluted common share for the first quarter of 2015.  On January 8, 2015, First Busey Corporation completed its acquisition of Herget Financial Corp. ("Herget"), headquartered in Pekin, Illinois.  The Company incurred $1.0 million of one-time expenses in the first quarter of 2015 related to this acquisition, consisting primarily of restructuring, legal, consulting, and marketing costs, in addition to $0.7 million of fixed asset impairments and $0.3 million of other corporate restructuring costs.  Excluding the acquisition and non-recurring expenses noted above, net income in the first quarter of 2015 would have increased $1.2 million after tax, resulting in net income available to common stockholders of $8.8 million, or $0.30 per fully-diluted common share.

First Busey announced the signing of a definitive agreement, during the fourth quarter of 2015, to acquire Pulaski Financial Corp. ("Pulaski") headquartered in St. Louis, Missouri.  During the first quarter of 2016, First Busey received regulatory approval from the Board of Governors of the Federal Reserve System and both First Busey and Pulaski stockholders voted in favor of the merger.  Completion of the merger is expected in the second quarter of 2016, subject to customary closing conditions. The merger with Pulaski will allow us to significantly expand our geographic presence through a premier St. Louis banking franchise with an almost 100-year history and a strong regional mortgage presence.  By acquiring organizations with a similar philosophy in markets which complement our existing customer base, we intend to expand our franchise through balanced, integrated growth strategies that generate value.  During the first quarter of 2016, the Company incurred $0.2 million of acquisition related costs, which were comprised primarily of legal and consulting expenses.  Further, the Company is proactively positioning the balance sheet through strategic changes in its liquidity position and residential loan portfolio for the planned Pulaski merger.

Sound asset quality management supported continued balance sheet strength in the first quarter of 2016.  Average gross loans decreased seasonally to $2.59 billion as of March 31, 2016 compared to $2.60 billion as of December 31, 2015, but increased from $2.49 billion as of March 31, 2015.  Average non-interest bearing deposits of $768.3 million for the three months ended March 31, 2016 increased from $730.7 million for the three months ended December 31, 2015 and $703.5 million for the three months ended March 31, 2015.  Average total deposit balances for the three months ended March 31, 2016 were $3.20 billion compared to $3.17 billion for the three months ended December 31, 2015 and $3.15 billion for the three months ended March 31, 2015. The Company remains strongly core deposit funded with total average deposits for the first quarter of 2016 representing 90.7% of total average liabilities, with solid liquidity and significant market share in the communities it serves.
 

Beginning on January 1, 2016, the Company elected to adopt the fair value option for all residential mortgage loans originated for sale to investors.  Prior to this change, the Company accounted for mortgage loans held for sale under the lower of cost or fair value.  The fair value option was elected for consistency with reporting related to the planned acquisition of Pulaski, as mortgage volume is expected to increase significantly under the combined mortgage operations. In the first quarter of 2016, this change did not have a material impact to results. In addition, the Company adopted a conforming approach to the accounting for loan fees and costs for mortgage loans held for sale, which reclassifies $0.4 million of related compensation expense from salary and wages to gain on sales of loans for the first quarter of 2016.  Loans held for sale increased to $12.9 million in the first quarter of 2016 compared to $9.4 million in the fourth quarter of 2015 and $18.7 million in the first quarter of 2015, based on normal changes in production.

Capital Strength: Due to continued strong financial performance, the Company will pay a cash dividend on April 29, 2016 of $0.17 per common share to stockholders of record as of April 22, 2016, which represents a 13% increase from the quarterly dividend of $0.15 per common share paid on May 1, 2015, as adjusted for the reverse stock split of the Company's common stock at a ratio of one-for-three effective on September 8, 2015 (the "Reverse Stock Split").  First Busey Corporation has an uninterrupted history of paying dividends to its common stockholders since the bank holding company was organized in 1980.

At the end of the first quarter of 2016, Busey Bank continued to exceed the capital adequacy requirements necessary to be considered "well-capitalized" under applicable regulatory guidelines.  Further, First Busey Corporation's Tangible Common Equity ("TCE") increased to $353.8 million at March 31, 2016 compared to $343.2 million at December 31, 2015 and $335.7 million at March 31, 2015.  TCE represented 9.16% of tangible assets at March 31, 2016, compared to 8.65% at December 31, 2015 and 8.60% at March 31, 2015.1

Asset Quality:  While much internal focus has been directed toward growth, the Company remains committed to credit quality.  As of March 31, 2016, the Company reported non-performing loans of $17.8 million compared to $12.8 million as of December 31, 2015 and $10.4 million as of March 31, 2015.  Non-performing assets as a percentage of total loans and non-performing assets continued to be favorably low at 0.71% on March 31, 2016, as this ratio has varied between 0.31% and 1.25% over the last three years.

The Company recorded net charge-offs of $3.3 million for the first quarter of 2016 compared to $0.7 million for the fourth quarter of 2015 and $0.3 million for the first quarter of 2015.  Charge-offs during the first quarter of 2016 were primarily attributable to a few specific commercial borrowers in agricultural and energy, rather than a broader shift in trends.  The Company has limited exposure to borrowers in the agricultural and energy industries. The Company recorded a provision for loan losses of $1.0 million in the first quarter of 2016 and fourth quarter of 2015, compared to $0.5 million in the first quarter of 2015.  The Company continues to manage its balance sheet through a well-positioned allowance and proactively addressing credit matters.

The allowance for loan losses as a percentage of loans decreased slightly to 1.75% at March 31, 2016 compared to 1.80% at December 31, 2015 and 1.92% at March 31, 2015.  The Company is holding acquired loans from the Herget acquisition with uncollected principal balances.  These loans are carried net of a fair value adjustment for credit and interest rate and are only included in the allowance calculation to the extent that the reserve requirement exceeds the fair value adjustment.

Fee-based Businesses:  Revenues from trust fees, commissions and brokers' fees, and remittance processing activities represented 54.3% of the Company's non-interest income for the quarter ended March 31, 2016, providing a balance to revenue from traditional banking activities.  Furthermore, the Company believes the boutique services offered to ultra-high net worth clients by Trevett Capital Partners within its suite of wealth services broadens the Company's business base and enhances its ability to further develop revenue sources.  In addition, our professional farm management and brokerage services are entrusted to care and maximize value for landowners of prime farmland in Illinois.
 
1Tangible Common Equity, a non-GAAP metric, is defined as common equity less tax-effected goodwill and intangibles at the end of the reporting period.   Tangible assets, a non-GAAP metric, is defined as total assets less tax-effected goodwill and intangibles at the end of the reporting period.

Trust fees and commissions and brokers' fees increased to $6.2 million for the first quarter of 2016 compared to $5.7 million for the fourth quarter of 2015, but decreased slightly from $6.5 million for the first quarter of 2015.  Remittance processing revenue grew to $2.9 million for the first quarter of 2016 compared to $2.7 million for the fourth quarter of 2015 and $2.5 million for the first quarter of 2015.

Operating Performance:  The Company continues to prioritize a strong balance sheet, diversified revenue streams and developing appropriate platforms to sustain profitable growth.  An active business outreach across the Company's footprint continues to support ongoing business expansion and will facilitate integration of Pulaski's operations with First Busey's following the completion of the merger.  Specific areas of operating performance are detailed as follows:

· Net interest income of $27.9 million in the first quarter of 2016 decreased from $29.6 million in the fourth quarter of 2015 but increased from $26.7 million in the first quarter of 2015.  Fourth quarter of 2015 net interest income included a net interest recovery on non-accrual loans of $0.9 million.  The Federal Open Market Committee announced that effective December 17, 2015, the federal funds rate increased from 0.25% to 0.50%.  The Company expects this increase in interest rates to be modestly favorable to net interest income.

· The net interest margin was 3.10% for the first quarter of 2016, compared to 3.23% for the fourth quarter of 2015, and 3.03% for the first quarter of 2015.  Adjusted for the net interest recovery of $0.9 million, fourth quarter of 2015 net interest margin was approximately 3.13%.  Average earning assets for the three months ended March 31, 2016 decreased $11.6 million compared to the three months ended December 31, 2015 and increased $44.1 million compared to the three months ended March 31, 2015.

· Gain on sales of loans decreased to $0.4 million for the first quarter of 2016 compared to $1.0 million for the fourth quarter of 2015 and $1.4 million in the first quarter of 2015 as a result of market trends and election of cost reclassification on held for sale loans discussed above.

· Net security gains increased to $1.1 million for the first quarter of 2016, in a strategic bond trade that repositioned the investment portfolio to maintain future net interest margin strength and simultaneously elevated the current economic value to stockholders through non-interest income.  The Company sold $31.1 million of seasoned To-Be-Announced (TBA) eligible mortgage-backed securities to take advantage of a price floor phenomenon, with related gains of $1.1 million on the sale.  The sales proceeds were reinvested within normal investment parameters at similar yields to the securities sold.  On a comparative basis, net security gains were $0.4 million for the fourth quarter of 2015 and an insignificant amount in the first quarter of 2015.

· Salaries, wages and employee benefits increased seasonally to $15.4 million in the first quarter of 2016 compared to $15.1 million in the fourth quarter of 2015 but decreased from $16.8 million in the first quarter of 2015.  By the end of the first quarter of 2016, full-time equivalent employees decreased to 788 from 795 at December 31, 2015 and from 828 at March 31, 2015.

· Data processing expense increased in the first quarter of 2016 to $3.2 million compared to $3.1 million in the fourth quarter of 2015, but decreased from $3.5 million in the first quarter of 2015, which included non-recurring software conversion expenses related to the acquisition of Herget.

· Other operating expenses in the first quarter of 2016 decreased to $4.5 million compared to $5.4 million in the fourth quarter of 2015 and $5.3 million in the first quarter of 2015.  The first quarter of 2016 decrease from the comparable period of 2015 was primarily the result of $0.7 million in fixed asset impairments in 2015.




Overview and Strategy:

Our financial performance was strong in the first quarter of 2016. We are pleased with the sustained earnings momentum and remain focused on comprehensive expense discipline.  In 2015, we effected meaningful change in our capital that will continue to provide benefits to our common stockholders in 2016, while supporting the continued strength of our Company, through the redemption of preferred stock and the execution of the Reverse Stock Split.

We are excited about the planned acquisition with Pulaski as this transaction is strategically compelling and financially attractive.  This acquisition creates a Midwest community bank with greater scale and operating efficiency, along with geographic and balance sheet diversification.  It also provides cross-sale opportunities with our wealth management operating segment.  We expect an immediate and significant accretion to core earnings as a result of this transaction.  Pulaski has an experienced and deep management team to assist in post-merger integration and market expansion, and a similar culture to First Busey which will facilitate a successful integration process.

With 2016 underway, we are excited to unveil our new vision statement, "Service excellence in everything we do for our Pillars," to guide our goals for the future. Busey's new vision offers added clarity, aspiration and encompasses our commitment to "beyond expectations" service. 

Busey is honored to be recognized as one of the 2016 Best Places to Work in Illinois by Best Companies Group—a true testament to the unique culture of our organization. The survey and awards program identifies and recognizes premier employers—with associate feedback, representing 75% of the overall nomination, playing a significant role in which companies, ultimately, are chosen. Busey was named among only 17 other businesses in our category of 500 or more associates, and we are excited to be part of this elite group of companies.

With an active growth plan, our strong capital position, an attractive core funding base and a sound credit foundation, we feel confident that we are well positioned moving forward in 2016. As we acknowledge our continued success and the positive forward momentum of our Company, we are grateful for the opportunity to continually earn the business of our customers, based on the contributions of our talented associates and the loyal support of our stockholders.

/s/ Van A. Dukeman
President & Chief Executive Officer
First Busey Corporation




SELECTED FINANCIAL HIGHLIGHTS1
 
(dollars in thousands, except per share data)
 
                         
   
As of and for the
 
   
Three Months Ended
 
   
March 31,
   
December 31,
   
September 30,
   
March 31,
 
 
 
2016
   
2015
   
2015
   
2015
 
EARNINGS & PER SHARE DATA
                       
Net income
 
$
10,434
   
$
10,683
   
$
10,626
   
$
7,761
 
Income available to common stockholders2
   
10,434
     
10,528
     
10,444
     
7,579
 
Revenue3
   
43,721
     
45,513
     
44,084
     
42,634
 
Fully-diluted earnings per share
   
0.36
     
0.36
     
0.36
     
0.26
 
Cash dividends paid per share
   
0.17
     
0.17
     
0.15
     
0.15
 
                                 
Net income by operating segments:
                               
   Banking
 
$
9,703
   
$
10,508
   
$
9,733
   
$
6,645
 
   Remittance Processing
   
457
     
380
     
479
     
358
 
   Wealth Management
   
1,322
     
1,131
     
894
     
1,595
 
   Other
   
(1,048
)
   
(1,336
)
   
(480
)
   
(837
)
 
                               
AVERAGE BALANCES
                               
Cash and due from banks
 
$
300,670
   
$
245,721
   
$
284,622
   
$
392,330
 
Investment securities
   
860,349
     
926,658
     
946,460
     
861,934
 
Gross loans
   
2,589,830
     
2,602,736
     
2,544,916
     
2,486,569
 
Earning assets
   
3,691,429
     
3,703,078
     
3,684,379
     
3,647,340
 
Total assets
   
3,906,839
     
3,930,571
     
3,934,398
     
3,901,198
 
                                 
Non-interest bearing deposits
   
768,271
     
730,715
     
711,703
     
703,505
 
Interest-bearing deposits
   
2,434,837
     
2,440,128
     
2,471,742
     
2,441,604
 
Total deposits
   
3,203,108
     
3,170,843
     
3,183,445
     
3,145,109
 
Securities sold under agreements to repurchase
   
163,328
     
184,782
     
174,352
     
186,663
 
Interest-bearing liabilities
   
2,733,551
     
2,738,116
     
2,751,094
     
2,733,634
 
Total liabilities
   
3,530,128
     
3,497,742
     
3,491,333
     
3,465,165
 
Stockholders' equity-common
   
376,711
     
371,223
     
370,401
     
363,369
 
Tangible stockholders' equity-common4
   
344,049
     
337,779
     
336,139
     
328,087
 
 
                               
PERFORMANCE RATIOS
                               
Return on average assets5
   
1.07
%
   
1.08
%
   
1.05
%
   
0.79
%
Return on average common equity5
   
11.14
%
   
11.25
%
   
11.19
%
   
8.46
%
Return on average tangible common equity5
   
12.20
%
   
12.36
%
   
12.33
%
   
9.37
%
Net interest margin5,6
   
3.10
%
   
3.23
%
   
3.10
%
   
3.03
%
Efficiency ratio7
   
60.83
%
   
59.81
%
   
60.80
%
   
68.98
%
Non-interest revenue as a % of revenues3
   
36.09
%
   
34.97
%
   
36.04
%
   
37.44
%
                                 
1 Results are unaudited and all share and per share information has been restated for all prior periods presented giving retroactive effect to the Reverse Stock Split, in this and all subsequent financial disclosures
 
2 Net income available to common stockholders, net of preferred dividend
 
3 Revenues consist of interest income plus non-interest income, net of interest expense and security gains and losses
 
4 Tangible stockholders' equity-common, a non-GAAP metric, is defined as average common equity less average goodwill and intangibles
 
5 Annualized and calculated on net income available to common stockholders
 
6 On a tax-equivalent basis, assuming a federal income tax rate of 35%
 
7 Net of security gains and losses and intangible charges
 



Condensed Consolidated Balance Sheets1
 
As of
 
(in thousands, except per share data)
 
March 31,
   
December 31,
   
September 30,
   
March 31,
 
   
2016
   
2015
   
2015
   
2015
 
Assets
                       
Cash and due from banks
 
$
320,960
   
$
319,280
   
$
175,145
   
$
428,936
 
Investment securities
   
827,852
     
884,670
     
952,578
     
866,651
 
                                 
Commercial loans
   
1,920,953
     
1,961,573
     
1,909,853
     
1,815,183
 
Held for sale loans
   
12,943
     
9,351
     
15,694
     
18,685
 
Retail real estate and retail other loans
   
651,616
     
666,166
     
655,467
     
650,983
 
Gross loans
 
$
2,585,512
   
$
2,637,090
   
$
2,581,014
   
$
2,484,851
 
                                 
Allowance for loan losses
   
(45,171
)
   
(47,487
)
   
(47,212
)
   
(47,652
)
Premises and equipment
   
62,911
     
63,088
     
63,880
     
64,996
 
Goodwill and other intangibles
   
32,177
     
32,942
     
33,750
     
35,366
 
Other assets
   
106,389
     
109,393
     
104,410
     
104,036
 
Total assets
 
$
3,890,630
   
$
3,998,976
   
$
3,863,565
   
$
3,937,184
 
                                 
Liabilities & Stockholders' Equity
                               
Non-interest bearing deposits
 
$
759,752
   
$
881,685
   
$
677,791
   
$
718,738
 
Interest checking, savings, and money market deposits
   
1,980,642
     
1,949,370
     
1,954,739
     
1,939,164
 
Time deposits
   
441,334
     
458,051
     
478,000
     
525,983
 
Total deposits
 
$
3,181,728
   
$
3,289,106
   
$
3,110,530
   
$
3,183,885
 
                                 
Securities sold under agreements to repurchase
   
166,141
     
172,972
     
176,961
     
183,675
 
Long-term debt
   
80,000
     
80,000
     
50,000
     
50,000
 
Junior subordinated debt owed to unconsolidated trusts
   
55,000
     
55,000
     
55,000
     
55,000
 
Other liabilities
   
24,497
     
28,712
     
26,846
     
24,824
 
Total liabilities
 
$
3,507,366
   
$
3,625,790
   
$
3,419,337
   
$
3,497,384
 
Total stockholders' equity
 
$
383,264
   
$
373,186
   
$
444,228
   
$
439,800
 
Total liabilities & stockholders' equity
 
$
3,890,630
   
$
3,998,976
   
$
3,863,565
   
$
3,937,184
 
                                 
Share Data
                               
Book value per common share
 
$
13.35
   
$
13.01
   
$
12.95
   
$
12.67
 
Tangible book value per common share2
 
$
12.23
   
$
11.86
   
$
11.77
   
$
11.45
 
Ending number of common shares outstanding
   
28,704
     
28,695
     
28,693
     
28,965
 
                                 
Asset Quality1
 
As of and for the Three Months Ended
 
(dollars in thousands)
 
March 31,
   
December 31,
   
September 30,
   
March 31,
 
     
2016
     
2015
     
2015
     
2015
 
                                 
Gross loans
 
$
2,585,512
   
$
2,637,090
   
$
2,581,014
   
$
2,484,851
 
Non-performing loans
                               
     Non-accrual loans
   
17,368
     
12,748
     
7,875
     
10,202
 
     Loans 90+ days past due
   
452
     
15
     
158
     
189
 
Non-performing loans, segregated by geography
                               
     Illinois/ Indiana
   
16,932
     
11,732
     
6,710
     
7,688
 
     Florida
   
888
     
1,031
     
1,323
     
2,703
 
Loans 30-89 days past due
   
2,436
     
3,282
     
2,511
     
3,716
 
Other non-performing assets
   
463
     
783
     
84
     
315
 
Non-performing assets to total loans and non-performing assets
   
0.71
%
   
0.51
%
   
0.31
%
   
0.43
%
Allowance as a percentage of non-performing loans
   
253.48
%
   
372.07
%
   
587.73
%
   
458.59
%
Allowance for loan losses to loans
   
1.75
%
   
1.80
%
   
1.83
%
   
1.92
%
Net charge-offs
   
3,316
     
725
     
608
     
301
 
Provision expense
   
1,000
     
1,000
     
100
     
500
 
                                 
1 Results are unaudited except for amounts reported as of December 31, 2015
 
2 Total common equity less goodwill and intangibles divided by shares outstanding as of period end
 
 

 
Condensed Consolidated Statements of Operations1
         
(in thousands, except per share data)
 
   
For the
 
   
Three Months Ended March 31,
 
     
2016
     
2015
 
                 
Interest and fees on loans
 
$
25,144
   
$
24,166
 
Interest on investment securities
   
4,380
     
4,097
 
Total interest income
 
$
29,524
   
$
28,263
 
                 
Interest on deposits
   
1,107
     
1,239
 
Interest on short-term borrowings
   
95
     
51
 
Interest on long-term debt
   
43
     
10
 
Junior subordinated debt owed to unconsolidated trusts
   
337
     
293
 
Total interest expense
 
$
1,582
   
$
1,593
 
                 
Net interest income
 
$
27,942
   
$
26,670
 
Provision for loan losses
   
1,000
     
500
 
Net interest income after provision for loan losses
 
$
26,942
   
$
26,170
 
                 
Trust fees
   
5,547
     
5,697
 
Commissions and brokers' fees
   
668
     
784
 
Fees for customer services
   
4,706
     
4,468
 
Remittance processing
   
2,925
     
2,487
 
Gain on sales of loans
   
399
     
1,426
 
Net security gains
   
1,067
     
1
 
Other
   
1,534
     
1,102
 
Total non-interest income
 
$
16,846
   
$
15,965
 
                 
Salaries and wages
   
12,399
     
14,506
 
Employee benefits
   
2,967
     
2,343
 
Net occupancy expense
   
2,167
     
2,245
 
Furniture and equipment expense
   
1,084
     
1,191
 
Data processing expense
   
3,232
     
3,549
 
Amortization expense
   
766
     
769
 
Regulatory expense
   
588
     
643
 
Other operating expenses
   
4,485
     
5,301
 
Total non-interest expense
 
$
27,688
   
$
30,547
 
                 
Income before income taxes
 
$
16,100
   
$
11,588
 
Income taxes
   
5,666
     
3,827
 
Net income
 
$
10,434
   
$
7,761
 
Preferred stock dividends
 
$
-
   
$
182
 
Income available for common stockholders
 
$
10,434
   
$
7,579
 
                 
Per Share Data
               
Basic earnings per common share
 
$
0.36
   
$
0.26
 
Fully-diluted earnings per common share
 
$
0.36
   
$
0.26
 
Diluted average common shares outstanding
   
28,929
     
29,169
 
                 
1 Results are unaudited
 



Corporate Profile

First Busey Corporation (Nasdaq: BUSE) is a $3.9 billion financial holding company headquartered in Champaign, Illinois. Busey Bank, First Busey Corporation's wholly-owned bank subsidiary, is also headquartered in Champaign, Illinois and has twenty-eight banking centers serving Illinois, a banking center in Indianapolis, Indiana, and six banking centers serving southwest Florida.  Trevett Capital Partners, a wealth management division of Busey Bank, provides asset management, investment and fiduciary services to high net worth clients in southwest Florida.  The wealth management professionals of Trevett Capital Partners can be reached through trevettcapitalpartners.com.  Busey Bank had total assets of $3.9 billion as of March 31, 2016.

In addition, First Busey Corporation owns a payment processing subsidiary, FirsTech, Inc., through Busey Bank, which processes over 27 million transactions per year using online bill payment, lockbox processing and walk-in payments at its 3,000 agent locations in 36 states.  More information about FirsTech, Inc. can be found at firstechpayments.com.

Busey Wealth Management is a wholly-owned subsidiary of First Busey Corporation.  Through Busey Trust Company, Busey Wealth Management provides asset management, investment and fiduciary services to individuals, businesses and foundations.  As of March 31, 2016, Busey Wealth Management's assets under care were approximately $5.0 billion.

Busey Bank and Busey Wealth Management deliver financial services through busey.com.

Contact:
Robin N. Elliott, CFO
217-365-4120


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) changes in state and federal laws, regulations and governmental policies concerning the Company's general business (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the extensive regulations to be promulgated thereunder, as well as the rules adopted by the federal bank regulatory agencies to implement Basel III); (iii) changes in interest rates and prepayment rates of the Company's assets; (iv) increased competition in the financial services sector and the inability to attract new customers; (v) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (vi) the loss of key executives or employees; (vii) changes in consumer spending; (viii) unexpected results of acquisitions (including the planned acquisition of Pulaski), which may include failure to realize the anticipated benefits of the acquisition, possible termination of the Agreement and Plan of Merger causing the acquisition to not be completed and the possibility that the transaction costs may be greater than anticipated; (ix) unexpected outcomes of existing or new litigation involving the Company; (x) the economic impact of any future terrorist threats or attacks; (xi) the economic impact of exceptional weather occurrences such as tornadoes, hurricanes, floods, and blizzards; and (xii) 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.