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MBT FINANCIAL CORP - 10-Q - Management's Discussion and Analysis of Financial Condition and Results of Operations

August 13, 2014

Introduction

MBT Financial Corp. (the "Company") is a bank holding company with one subsidiary, Monroe Bank & Trust ("the Bank"). The Bank is a commercial bank with a wholly owned subsidiary, MB&T Financial Services. MB&T Financial Services is an insurance agency which sells insurance policies to the Bank. The Bank operates 17 branch offices in Monroe County, Michigan and 7 branch offices in Wayne County, Michigan, and a loan and wealth management office in Lenawee County, Michigan. The Bank's primary source of income is interest income on its loans and investments and its primary expense is interest expense on its deposits and borrowings. The discussion and analysis should be read in conjunction with the accompanying consolidated statements and footnotes.



Executive Overview

The Bank is operated as a community bank, primarily providing loan, deposit, and wealth management products and services to the people, businesses, and communities in its market area. In addition to our commitment to our mission of serving the needs of our local communities, we are focused on improving asset quality, increasing net interest income, and improving non-interest income

and expenses. The net profit of $1,687,000 for the quarter ended June 30, 2014 was an increase of $191,000 or 12.8% compared to the second quarter of 2013. The increase was the result of improved net interest income and non-interest income, and a lower provision for loan losses. These improvements exceeded the increases in non-interest expense and federal income tax expense. This quarter marked the twelfth consecutive quarterly profit following significant losses caused by the severe economic downturn that impacted the regional and national economies

beginning in 2006. -24- The national economic recovery is gaining momentum, and the recovery in southeast Michigan is steadily improving. Local unemployment rates improved significantly since 2011, and while they are now comparable to the state and national averages, they remain above the historical norms. Commercial and residential development property values are improving, but remain below pre-recession levels. Our total classified assets, which include internal watch list loans, other real estate owned, and our portfolio of pooled trust preferred CDOs, improved significantly during 2013 and this trend of improvement continued into 2014. Classified assets went down $7.4 million, or 8.4% during the second quarter of 2014, and decreased $34.8 million or 30.1% compared to a year ago. Net charge offs increased slightly from $1.1 million in the second quarter of 2013 to $1.2 million in the second quarter of 2014, but this was due to a $1.0 million charge off on one credit in 2014. The amount of this charge off was previously identified and our allowance included a specific allocation for it, so no additional provision was required. As a result, our Allowance for Loan and Lease Losses (ALLL) remains adequate even though it decreased from $16.2 million to $15.0 million this quarter. We recorded a provision expense of only $100,000, a reduction of $300,000, or 75.0% compared to the second quarter of 2013. The loan portfolio held for investment increased during the quarter, and the ALLL as a percent of loans decreased from 2.73% to 2.50%. We will continue to assess the adequacy of our ALLL each quarter, and adjust it as necessary by debiting or crediting the provision expense. Net Interest Income increased $463,000, or 5.7% compared to the second quarter of 2013 even though the average earning assets decreased $21.1 million because the net interest margin increased from 2.92% to 3.15%. The decrease in the average earning assets was due to the use of short term investments to pay off maturing borrowings in the second quarter of 2013. The cost of those borrowings was higher than the yield on the assets used to retire the borrowings, and this caused the net interest margin to increase. The provision for loan losses decreased $300,000 compared to the second quarter of 2013 as the low level of net loan losses and the improving quality of the loan portfolio enabled us to maintain our ALLL with a small provision. Non-interest income for the quarter increased $342,000, primarily due to an increase in the gains on securities transactions and a decrease in the losses on Other Real Estate Owned transactions. Non-interest expenses increased $356,000, as salaries and employee benefits expenses increased due to an increase in the accrual for the officer incentive plan. We expect non-interest expenses to remain at the current level throughout 2014. Critical Accounting Policies The Company's Allowance for Loan Losses, Fair Value of Investment Securities, and Other Real Estate Owned are "critical accounting estimates" because they are estimates that are based on assumptions that are highly uncertain, and if different assumptions were used or if any of the assumptions used were to change, there could be a material impact on the presentation of the Company's financial condition. These assumptions include, but are not limited to, collateral values, the effect of economic conditions on the financial condition of the borrowers, the Company, and the issuers of investment securities, market interest rates, and projected earnings for the Company. To determine the Allowance for Loan Losses, the Company estimates losses on all loans that are not classified as non accrual or renegotiated by applying historical loss rates, adjusted for current conditions, to those loans. In addition, all non accrual loan relationships over $250,000 that are classified by Management as nonperforming as well as selected performing accounts and all renegotiated loans are individually tested for impairment. Any amount of monetary impairment is included in the Allowance for Loan Losses. To determine the fair value of investment securities, the Company utilizes quoted prices in active markets for identical assets, quoted prices for similar assets in active markets, or discounted cash flow calculations for investments where there is little, if any, market activity for the asset.



To determine the fair value of Other Real Estate Owned, the Company utilizes independent appraisals to estimate the fair value of the property.

-25- Financial Condition The pace of the economic recovery has increased over the last year, with local unemployment and property values steadily improving in 2014. Management is focusing our efforts on improving asset quality, increasing net interest income, and improving non-interest income and expenses. With respect to asset quality, our nonperforming assets ("NPAs") decreased 12.3% during the quarter, from $68.4 million to $60.0 million, and total classified assets decreased 8.4% from $88.4 million to $81.0 million. Loan delinquencies decreased from 2.9% to 2.1% during the quarter, which is significantly better than the 4.0% total reported one year ago. Over the last twelve months, NPAs decreased $18.8 million, or 23.9%, with nonperforming loans decreasing 24.2% from $64.3 million to $48.7 million, and Other Real Estate Owned ("OREO") decreasing 30.8% from $11.5 million to $7.9 million. Total classified assets, which include internally classified watch list loans, other real estate, and our portfolio of pooled trust preferred collateralized debt obligation securities, decreased $34.8 million, or 30.1%. The Company's Allowance for Loan and Lease Losses ("ALLL") decreased $2.2 million over the last four quarters due to a decrease in the size of the portfolio and an improvement in the quality of the assets in the loan portfolio. The ALLL is now 2.50% of loans, down from 2.79% at June 30, 2013. The ALLL is 30.80% of nonperforming loans ("NPLs"), compared to 28.84% at year end and 26.76% at June 30, 2013. In light of current economic conditions, we believe that this level of ALLL adequately estimates the potential losses in the loan portfolio. Since December 31, 2013, total loans held for investment increased 0.2% as new loan activity in the second quarter of 2014 was strong enough to cover payments received and other reductions in the quarter and to offset the $5.8 million decrease experienced in the first quarter of 2014. The new loan production in the second quarter consumed a considerable portion of our pipeline of loans in process, but we continue to expect new loan production to exceed run off, resulting in an increase in loans outstanding. Since December 31, 2013, deposits decreased $19.9 million, or 1.9% due to normal seasonal fluctuations in local deposit activity. In addition to this reduction in deposit funding, we reduced our non-deposit funding by paying off $12.0 million of Federal Home Loan Bank borrowings. The decrease in liability funding was partially offset by an increase of $18.2 million in capital, and as a result our total assets decreased $12.9 million, or 1.1%. The Company expects deposit funding to gradually increase later in the year due to the normal seasonal fluctuations. The increase in total capital during the first half of 2014 was due to the profit of $3.5 million, issuance of common stock of $8.2 million, and an increase of $6.5 million in the accumulated other comprehensive income (AOCI). AOCI increased mainly due to an increase in the value of our securities available for sale. The increase in capital and the decrease in total assets caused the capital to assets ratio to increase from 9.05% at December 31, 2013 to 10.65% at June 30, 2014.



Results of Operations - Second Quarter 2014 vs. Second Quarter 2013

Net Interest Income - A comparison of the income statements for the three months ended June 30, 2014 and 2013 shows an increase of $463,000, or 5.7%, in Net Interest Income. Interest income on loans decreased $0.6 million or 7.6% as the average loans outstanding decreased $19.6 million and the average yield on loans decreased from 4.93% to 4.71%. The interest income on investments, fed funds sold, and interest bearing balances due from banks increased $377,000 even though the average amount of investments, fed funds sold, and interest bearing balances due from banks decreased $1.5 million as the yield increased from 1.69% to 1.99%. The yield on investments increased because the Company was maintaining a very high liquidity position in 2013 by keeping a large amount of funds in low yielding short term investments and deposits in the Federal Reserve Bank. This large cash position was being maintained in the first quarter of 2013 in anticipation of paying off maturing debt in the second quarter of 2013. A continued low overall level of interest rates and the maturity of some high cost borrowings helped reduce the funding costs. The interest expense on deposits decreased $314,000 or 28.2% even though the average deposits increased $14.5 million because the average cost of deposits decreased from 0.43% to 0.30%. The cost of borrowed funds decreased $350,000 as the average amount of borrowed funds decreased $52.7 million. -26- Provision for Loan Losses - The Provision for Loan Losses decreased from $400,000 in the second quarter of 2013 to $100,000 in the second quarter of 2014. Net charge offs were $1,257,000 during the second quarter of 2014, compared to $1,104,000 in the second quarter of 2013, however, $1.0 million of the second quarter of 2014 charge off amount was for one credit relationship which previously had a specific allocation in the ALLL. Each quarter, the Company conducts a review and analysis of its ALLL to determine its adequacy. This analysis involves specific allocations for impaired credits and a general allocation for losses expected based on historical experience adjusted for current conditions. Due to a decrease in the size of the portfolio, an improvement in portfolio risk indicators, and a decrease in the historical loss percentages, the amount of provision required to maintain an adequate ALLL in the second quarter of 2014 decreased 75.0% compared to the amount required in the second quarter of 2013. The ALLL is 2.50% of loans as of June 30, 2014, and, in light of current economic conditions, we believe that at this level the ALLL adequately estimates the potential losses in our loan portfolio. Other Income - Non interest income increased $342,000, or 10.5% compared to the second quarter of 2013 due to an increase in gains on securities transactions and a decrease in losses on other real estate owned. Excluding securities and OREO activity, non-interest income decreased $128,000, or 3.3%. Wealth management income increased $87,000 or 8.0% due to an increase in the market value of assets managed. Service charges and other fees decreased $90,000, or 8.5% due to a decrease in the amount of checking account overdraft activity. Origination fees on mortgage loans sold decreased $96,000, or 52.2% as market interest rates increased sharply near the end of the second quarter of 2013, significantly decreasing mortgage refinance activity since then. Other Expenses - Total non-interest expenses increased $356,000, or 3.8% compared to the second quarter of 2013. Salaries and Employee Benefits increased $590,000, or 11.3%, due to an increase of $262,000 in the officers' incentive plan accrual, and increase of $201,000 in salaries and wages, and an increase of $53,000 in benefits. The incentive plan accrual increased because the awards under the plan are based on the earnings performance of the company, which is currently higher than last year. Salaries increased due to a small increase in the number of employees and annual merit increases. Occupancy expense decreased $52,000 due to lower repairs and maintenance. Also, rent expense is lower in 2014 due to the relocation of our mortgage operations from leased space to a property that we purchased and renovated in downtown Monroe. FDIC insurance assessments decreased $74,000 due to a decrease in the assessment base that resulted from reducing our use of borrowed funds. As a result of the above activity, the Profit Before Income Taxes in the second quarter of 2014 was $2,245,000, an increase of $749,000 compared to the pre-tax profit of $1,496,000 in the second quarter of 2013. In the second quarter of 2013, the Company was maintaining a valuation allowance against its deferred tax asset, and accordingly, did not record a federal income tax expense. If we did not have the valuation allowance we would have incurred a federal income tax expense of $297,000, for an effective tax rate of 19.9% in the second quarter of 2013. The valuation allowance was eliminated in the third quarter of 2013, and the Company recorded a federal income tax expense of $558,000 in the second quarter of 2014, reflecting an effective tax rate of 24.9%. The Net profit for the second quarter of 2014 was $1,687,000, an increase of 12.8% compared to the net profit of $1,496,000 in the second quarter of 2013. -27-



Results of Operations - Six Months Ended June 30, 2014 vs. Six Months Ended June 30, 2013

Net Interest Income - A comparison of the income statements for the six months ended June 30, 2014 and 2013 shows an increase of $914,000, or 5.7%, in Net Interest Income. Interest income on loans decreased $1.4 million or 9.0% as the average loans outstanding decreased $22.5 million and the average yield on loans decreased from 5.04% to 4.76%. The interest income on investments, fed funds sold, and interest bearing balances due from banks increased $675,000 even though the average amount of investments, fed funds sold, and interest bearing balances due from banks decreased $26.5 million as the yield increased from 1.63% to 1.98%. The yield on investments increased because the Company was maintaining a very high liquidity position in 2013 by keeping a large amount of funds in low yielding short term investments and deposits in the Federal Reserve Bank. This large cash position was being maintained through most of the first six months of 2013 in anticipation of paying off maturing debt near the end of the second quarter of 2013. A continued low overall level of interest rates and the maturity of some high cost borrowings helped reduce the funding costs. The interest expense on deposits decreased $672,000 or 28.9% even though the average deposits increased $11.6 million because the average cost of deposits decreased from 0.45% to 0.31%. The cost of borrowed funds decreased $968,000 as the average amount of borrowed funds decreased $73.8 million. Provision for Loan Losses - The Provision for Loan Losses decreased from $1.9 million in the first six months of 2013 to $200,000 in the first six months of 2014. Net charge offs were $1.4 million during the first six months of 2014, compared to $2.0 million in the first six months of 2013. Each quarter, the Company conducts a review and analysis of its ALLL to determine its adequacy. This analysis involves specific allocations for impaired credits and a general allocation for losses expected based on historical experience adjusted for current conditions. Due to a decrease in the size of the portfolio, an improvement in portfolio risk indicators, and a decrease in the historical loss percentages, the amount of provision required to maintain an adequate ALLL in the first six months of 2014 decreased 89.5% compared to the amount required in the first six months of 2013. The ALLL is 2.50% of loans as of June 30, 2014, and, in light of current economic conditions, we believe that at this level the ALLL adequately estimates the potential losses in our loan portfolio. Other Income - Non interest income decreased $22,000, or 0.3% compared to the first six months of 2013. Wealth management income increased $124,000 or 5.7% due to an increase in the market value of assets managed. Service charges and other fees decreased $200,000, or 9.5% due to a decrease in the amount of checking account overdraft activity. Debit card income increased $23,000 or 2.3% due as debit card usage continued to increase. Securities gains increased $112,000 or 68.3% primarily due to the sale of an equity investment that no longer served its strategic purpose. Losses on other real estate owned decreased $377,000 or 53.3% as real estate values in southeast Michigan continued to improve. Origination fees on mortgage loans sold decreased $323,000, or 68.3% as a sharp increase in market interest rates near the end of the second quarter of 2013 significantly decreased mortgage refinance activity. Other Expenses - Total non-interest expenses increased $597,000, or 3.2% compared to the first six months of 2013. Salaries and Employee Benefits increased $995,000, or 9.4%, as salaries increased due to an increase in the number of employees, annual merit increases, and an increase in the accrual for the officer incentive program. Equipment expense decreased $95,000 due to lower depreciation expense. Marketing expense increased $47,000 due to higher advertising and sales promotion expenses in an effort to grow our lending and wealth management business. Professional fees decreased $112,000, or 10.7%, mostly due to lower credit related legal expenses. FDIC insurance assessments decreased $123,000 due to a decrease in the assessment base that resulted from reducing our use of borrowed funds. Other non-interest expense decreased $141,000 or 10.6% primarily due to lower collection related expenses. -28- As a result of the above activity, the Profit Before Income Taxes in the first six months of 2014 was $4,605,000, an increase of $1,995,000 compared to the pre-tax profit of $2,610,000 in the first six months of 2013. In the first six months of 2013, the Company was maintaining a valuation allowance against its deferred tax asset, and accordingly, did not record a federal income tax expense. If we did not have the valuation allowance we would have incurred a federal income tax expense of $452,000, for an effective tax rate of 17.3% in the first six months of 2013. The valuation allowance was eliminated in the third quarter of 2013, and the Company recorded a federal income tax expense of $1,151,000 in the first six months of 2014, reflecting an effective tax rate of 25.0%. The Net profit for the first six months of 2014 was $3,454,000, an increase of 32.3% compared to the net profit of $2,610,000 in the first six

months of 2013. Cash Flows

Cash flows provided by operating activities decreased $2.2 million compared to the first six months of 2013 as the increase in net income was due to improvements in noncash items, primarily the $1.7 million decrease in the provision for loan losses. In the first six months of 2013, investing activities provided $16.9 million in cash as sales and maturities of investment securities exceeded purchases by $4.3 million and loans decreased $7.7 million. In the first six months of 2014, cash used to purchase investment securities exceeded cash provided by sales and maturities of investment securities by $29.5 million and loan growth used an additional $5.3 million of our cash, and total cash used for investing activities was $32.4 million. This use of cash for investing activities contributed to the improvement in interest income for the company. The amount of cash used for financing activities in the first six months of 2014 was $23.9 million as the decrease in deposits and the repayment of maturing Federal Home Loan Bank borrowings exceeded the $8.1 million of capital raised from the issuance of common stock. The cash used for financing was $101.3 million in the first six months of 2013, mainly to fund the repayment of $95.0 million of Federal Home Loan Bank debt and the decrease of $8.0 million in deposits. In the first six months of 2014, the use of beginning cash and cash provided by operations for investment in loans and securities and to reduce financing, contributed to the improvement in net interest income by decreasing the amount of cash and cash equivalents by $51.1 million. In the first six months of 2013, the beginning cash, cash provided by operations, and cash provided by investing activities was used to reduce financing. This resulted in a reduction in interest expense by decreasing the amount of interest bearing borrowed funds. Liquidity and Capital The Company believes it has sufficient liquidity to fund its lending activity and allow for fluctuations in deposit levels. Internal sources of liquidity include the maturities of loans and securities in the ordinary course of business as well as our available for sale securities portfolio. External sources of liquidity include a line of credit with the Federal Home Loan Bank of Indianapolis, the Federal funds line that has been established with our correspondent bank, and Repurchase Agreements with money center banks that allow us to pledge securities as collateral for borrowings. As of June 30, 2014, the Bank was not utilizing any of its authorized limit of $255 million with the Federal Home Loan Bank of Indianapolis, or its $20 million overdraft line of credit with the Federal Home Loan Bank of Indianapolis, or of its $25 million of federal funds line with a correspondent bank. The Company periodically draws on its overdraft and fed funds lines to ensure that funding will be available

if needed. The Company's Funds Management Policy includes guidelines for desired amounts of liquidity and capital. The Funds Management Policy also includes contingency plans for liquidity and capital that specify actions to take if liquidity and capital ratios fall below the levels contained in the policy. Throughout the first six months of 2014 the Company was in compliance with its Funds Management Policy regarding liquidity and capital. -29- Total stockholders' equity of the Company was $128.8 million at June 30, 2014 and $110.6 million at December 31, 2013. Common stock increased $8.2 million due to the issuance of stock in a private placement and a rights offering, retained earnings increased $3.5 million due to the year to date profit, and the Accumulated Other Comprehensive Loss (AOCL) decreased $6.6 million due to improvement in the value of our securities that are classified as Available For Sale. Total equity increased $18.2 million and total assets decreased $12.9 million, so the ratio of equity to assets increased from 9.05% at December 31, 2013 to 10.65% at June 30, 2014. Federal bank regulatory agencies have set capital adequacy standards for Total Risk Based Capital, Tier 1 Risk Based Capital, and Leverage Capital. These standards require banks to maintain Leverage and Tier 1 ratios of at least 4% and a Total Capital ratio of at least 8% to be adequately capitalized. The regulatory agencies consider a bank to be well capitalized if its Total Risk Based Capital is at least 10% of Risk Weighted Assets, Tier 1 Capital is at least 6% of Risk Weighted Assets, and the Leverage Capital Ratio is at least 5%. The following table summarizes the capital ratios of the Company and the Bank: Minimum to Qualify as Actual Well Capitalized Amount Ratio Amount Ratio As of June 30, 2014: Total Capital to Risk-Weighted Assets Consolidated $ 123,428 15.77 % $ 78,249 10 % Monroe Bank & Trust 121,811 15.57 % 78,220 10 % Tier 1 Capital to Risk-Weighted Assets Consolidated 113,542 14.51 % 46,949 6 % Monroe Bank & Trust 111,929 14.31 % 46,932 6 % Tier 1 Capital to Average Assets Consolidated 113,542 9.38 % 60,499 5 % Monroe Bank & Trust 111,929 9.26 % 60,452 5 % -30- Minimum to Qualify as Actual Well Capitalized Amount Ratio Amount Ratio As of December 31, 2013: Total Capital to Risk-Weighted Assets Consolidated $ 110,414 14.55 % $ 75,899 10 % Monroe Bank & Trust 108,818 14.36 % 75,760 10 % Tier 1 Capital to Risk-Weighted Assets Consolidated 100,839 13.29 % 45,540 6 % Monroe Bank & Trust 99,242 13.10 % 45,456 6 % Tier 1 Capital to Average Assets Consolidated 100,839 8.61 % 58,593 5 % Monroe Bank & Trust 99,242 8.48 % 58,522 5 %

On July 12, 2010, the Bank entered into a Consent Order with its state and federal regulators. While the Bank was under the Consent Order, it was classified as "adequately capitalized" even though its ratios met the "well capitalized" guidelines. The Consent Order required the Bank to raise its Tier 1 Leverage ratio to 9% and its Total Risk Based Capital Ratio to 12%. As of June 30, 2014, the Bank is in compliance with the capital ratio requirements of the Consent Order. The Consent Order was terminated by the regulators effective June 30, 2014 and the Bank is now considered "well capitalized". Although the Consent Order has been terminated, the Bank continues to be subject to certain informal regulatory requirements and restrictions, including, among other things, requirements to maintain a Tier 1 leverage ratio of at least 9%, continue to reduce classified and delinquent assets, continually monitor its progress, and submit quarterly progress reports to the regulators. The Bank must also request prior approval from its state and federal regulators before paying dividends.

Market risk for the Bank, as is typical for most banks, consists mainly of interest rate risk and market price risk. The Bank's earnings and the economic value of its equity are exposed to interest rate risk and market price risk, and monitoring this risk is the responsibility of the Asset/Liability Management Committee (ALCO) of the Bank. The Bank's market risk is monitored monthly and it has not changed significantly since year-end 2013.



Internal Revenue Service Audit

Since the fourth quarter of 2010, the Internal Revenue Service (IRS) has been conducting an audit of our tax returns for the 2004, 2005, 2007, 2008, 2009, and 2010 tax years. The IRS is nearing completion of the audit and has proposed adjustments to our taxable income, mainly challenging our treatment of interest on non accrual loans, OREO valuations, OREO carrying costs, and loan charge-offs. Although our loan charge-offs were in compliance with state and federal bank regulatory agency guidelines, the IRS examining agent conducting the audit has called into question the deductibility of certain charge-offs for income tax purposes based on the facts and circumstances of a loan at the time of the charge-off and certain differences between tax and financial accounting for charge-offs. We believe that the charge-off deductions were proper when taken, and our belief is supported by confirmation of our charge off methodology by our federal and state banking regulators. According to ASC 740, Accounting for Uncertainty in Income Taxes, an entity is required to evaluate the validity of uncertain tax positions and determine if the relevant taxing authority would conclude that it is more likely than not (greater than fifty percent) that the position taken will be sustained, based upon technical merits, upon examination. We have reviewed our tax positions and have concluded that it is appropriate to record a liability for potential reimbursement to the IRS. -31- Since the audit began in 2010, the Company has incurred over $200,000 of professional fees expenses with its accountants and lawyers for assistance in resolution. In order to resolve the audit without incurring significant additional expenses, the Company offered a settlement proposal to the IRS in the third quarter of 2012. The Company's proposal resulted in a current tax liability of $2.0 million. The Company has concluded that its offer to settle of $2.0 million is the best estimate of potential liability at this time. The Company expects the audit to be resolved without incurring significant additional tax or professional fees expenses. Although the timing of the resolution and/or closure of the audit remains highly uncertain, the Company believes it is reasonably possible that the IRS will conclude this audit within the current year. Adjustments could be necessary in future periods to the estimated potential federal income tax payable noted above based on issues raised by the IRS. Management will re-evaluate the estimate quarterly based on current, relevant facts.



Forward-Looking Statements

Certain statements contained herein are not based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements which are based on various assumptions (some of which are beyond the Company's control), may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as "may," "will," "believe," "expect," "estimate," "anticipate," "continue," or similar terms or variations on those terms, or the negative of these terms. Actual results could differ materially from those set forth in forward-looking statements, due to a variety of factors, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset/liability management, changes in the financial and securities markets, including changes with respect to the market value of our financial assets, the availability of and costs associated with sources of liquidity, and the ability of the Company to resolve or dispose of problem loans.



The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.


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