United States
Securities and Exchange Commission
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 17, 2007
April 17, 2007
First Busey Corporation
(Exact Name of Registrant as Specified in Charter)
| Nevada | 0-15959 | 37-1078406 | ||
| (State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 201 West Main Street, Urbana, IL | 61801 | ||
| (Address of Principal Executive Offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (217) 365-4556
N/A
(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)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On Tuesday, April 17, 2007, the Registrant issued a press release disclosing financial results for the quarter ended March 31, 2007. The press release is made part of this Form
and is attached as Exhibit 99.1.
The press release made a part of this Form includes forward looking statements that are intended to
be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward looking statements include but are not limited to comments with respect to the
objectives and strategies, financial condition, results of operations and business of the
Registrant.
These forward looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward
looking statements will not be achieved. The Registrant cautions you not to place undue reliance on
these forward looking statements as a number of important factors could cause actual future results
to differ materially from the plans, objectives, expectations, estimates and intentions expressed
in such forward looking statements.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits:
99.1 Press Release, dated April 17, 2007.
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.
| Dated: April 17, 2007 | First Busey Corporation |
|||
| By: | /s/ Barbara J. Harrington | |||
| Name: | Barbara J. Harrington | |||
| Title: | Chief Financial Officer | |||
-2-
EARNINGS RELEASE FOR QUARTER ENDING MARCH 31, 2007
FINANCIAL HIGHLIGHTS
Urbana, IL — April 17, 2007
First Busey Corporation’s Net Income reached an “All Time High” for a single quarter. First Busey
earned $7,736,000 for the quarter ended March 31, 2007, an increase of $869,000 or 12.7%, as
compared to $6,867,000 for the comparable period in 2006. For the quarter ended March 31, 2007,
earnings per share on a fully-diluted basis increased $0.04 or 12.5% to $0.36, as compared to $0.32
in the first quarter in 2006.
First Busey Corporation and Main Street Trust, Inc. shareholders approved the merger of First Busey
Corporation and Main Street Trust, Inc. on February 28, 2007. Subject to regulatory approval, First
Busey and Main Street anticipate the merger of the holding companies to close in the second quarter
of 2007, with the merger of the Main Street Bank & Trust into Busey Bank occurring the fourth
quarter of 2007.
First Busey Corporation paid a $0.23 per share dividend in January 2006. The $0.23 per share
dividend included a special, one-time dividend payment of $0.05 per share.
Net interest income increased $763,000 or 4.1% to $19,261,000 in the first quarter of 2007 compared
to $18,498,000 in the comparable quarter in 2006. Interest income increased $6,275,000 during the
first quarter of 2007 compared to the same period in 2006 due primarily to loan growth and higher
yields on outstanding loans. Interest expense increased $5,512,000 during the first quarter of 2007
compared to the same period in 2006. The increase in interest expense reflects the combination of
growth in time and money market deposits and a market-driven increase in deposit rates.
Non-interest income increased $759,000 or 12.3% to $6,932,000 during the first quarter of 2007
compared to the same period in prior year. Growth in non-interest income was consistent across all
categories with the exception of commissions and brokers’ fees.
Non-interest expense increased $555,000 or 3.9% to $14,698,000 during the quarter ended March 31,
2007 compared to the same period in prior year. The increase represents increases in most
non-interest expense categories, offset by decreased amortization and other expenses.
Total deposits at March 31, 2007 were $2.042 billion, which is a new high for First Busey
Corporation. Total deposits increased $28 million from December 31, 2006 and $217 million, or
11.9% from March 31, 2006. The growth in the prior twelve-month period is primarily in
interest-bearing deposits as high deposit yields caused customers to look to interest-bearing
deposits as an investment alternative. Total loans at March 31, 2007 increased $192 million, or
10.9% to $1.953 billion from March 31, 2006. As compared to December 31, 2006, loans have
decreased $4 million or 0.2%. The loan growth in the prior twelve-month period is due to
commercial loan growth in Busey Bank’s Central Illinois locations and the Florida Loan Production
Office.
FINANCIAL SUMMARY
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2007 | 2006 | |||||||
| (in thousands, except per share data) | ||||||||
Earnings & Per Share Data |
||||||||
Net income |
$ | 7,736 | $ | 6,867 | ||||
Basic earnings per share |
0.36 | 0.32 | ||||||
Fully diluted earnings per share |
0.36 | 0.32 | ||||||
Dividends per share* |
0.23 | 0.16 | ||||||
*(includes special, one-time $0.05 per share dividend) |
||||||||
Average Balances |
||||||||
Assets |
$ | 2,473,712 | $ | 2,255,128 | ||||
Investment securities |
335,009 | 331,979 | ||||||
Loans |
1,949,238 | 1,748,415 | ||||||
Earning assets |
2,296,780 | 2,086,000 | ||||||
Deposits |
1,996,040 | 1,795,128 | ||||||
Stockholders’ equity |
185,442 | 170,349 | ||||||
Performance Ratios |
||||||||
Return on average assets |
1.27 | % | 1.23 | % | ||||
Return on average equity |
16.92 | % | 16.35 | % | ||||
Net interest margin |
3.49 | % | 3.70 | % | ||||
Efficiency ratio |
55.12 | % | 55.24 | % | ||||
Loan Performance |
||||||||
Net credit losses |
$ | 230 | $ | 96 | ||||
Accruing loans 90+ days past due |
2,281 | 869 | ||||||
Non-accrual loans |
8,762 | 4,778 | ||||||
Foreclosed assets |
1,381 | 258 | ||||||
Provision for loan losses was $300,000 during the first quarter of 2007 compared to $400,000
in the comparable period of 2006. As a percentage of total loans, the allowance for loan losses
was 1.21% as of March 31, 2007 and 1.33% as of March 31, 2006. Accruing loans 90+ days past due
increased $1,412,000 as of March 31, 2007 as compared to March 31, 2006. The increase in accruing
loans 90+ days past due relates primarily to our commercial loan portfolio in the Illinois market.
Non-accrual loans as of March 31, 2007 have increased $3,984,000 or 83.4% over March 31, 2006. The
increase in non-accrual loans is primarily attributable to loans held in Busey Bank, N.A. (BBNA).
Approximately 50% of BBNA’s non-accrual loans are within the commercial loan portfolio related to
businesses closely associated with the residential housing market in southwest Florida. The other
half of BBNA’s non-accrual loans are related to the remaining loans within BBNA’s short-term
construction lending program. BBNA ceased origination of loans under the short-term construction
lending program during 2005. First Busey Corporation’s, Busey Bank’s and BBNA’s management team
continually re-evaluate and re-assess the respective loan portfolios. A significant amount was
placed into the allowance for loan losses during 2005 specifically related to BBNA’s residential
real estate exposure. As of March 31, 2007, First Busey Corporation believes the allowance for
loan losses is adequate to cover our loss exposure for specific, general and unallocated risks in
our loan portfolios.
CONSOLIDATED BALANCE SHEETS
| March 31, | ||||||||
| (unaudited) | 2007 | 2006 | ||||||
| (in thousands, except per share data) | ||||||||
Asset |
||||||||
Cash and due from banks |
$ | 61,978 | $ | 48,983 | ||||
Federal funds sold |
44,700 | 14,500 | ||||||
Investment securities |
328,004 | 330,216 | ||||||
Loans |
1,952,664 | 1,760,498 | ||||||
Less allowance for loan losses |
(23,658 | ) | (23,494 | ) | ||||
Net loans |
$ | 1,929,006 | $ | 1,737,004 | ||||
Premises and equipment, net |
40,452 | 39,863 | ||||||
Goodwill and other intangibles |
57,877 | 58,969 | ||||||
Other assets |
48,495 | 43,531 | ||||||
Total assets |
$ | 2,510,512 | $ | 2,273,066 | ||||
Liabilities & Stockholders’ Equity |
||||||||
Non-interest bearing deposits |
$ | 246,124 | $ | 245,160 | ||||
Interest-bearing deposits |
1,796,253 | 1,580,567 | ||||||
Total deposits |
$ | 2,042,377 | $ | 1,825,727 | ||||
Federal funds purchased & securities sold
under agreements to repurchase |
55,855 | 49,724 | ||||||
Short-term borrowings |
1,000 | — | ||||||
Long-term debt |
148,650 | 159,883 | ||||||
Junior subordinated debt owed to
unconsolidated trusts |
55,000 | 50,000 | ||||||
Other liabilities |
20,022 | 16,179 | ||||||
Total liabilities |
$ | 2,322,904 | $ | 2,101,513 | ||||
Common stock |
$ | 22 | $ | 22 | ||||
Common stock to be issued |
8 | 326 | ||||||
Surplus |
46,776 | 44,973 | ||||||
Retained earnings |
147,757 | 133,175 | ||||||
Other comprehensive income |
4,781 | 6,159 | ||||||
Treasury stock |
(11,736 | ) | (11,041 | ) | ||||
Unearned ESOP shares |
— | (2,058 | ) | |||||
Deferred compensation for stock grants |
— | (3 | ) | |||||
Total stockholders’ equity |
$ | 187,608 | $ | 171,553 | ||||
Total liabilities & stockholders’ equity |
$ | 2,510,512 | $ | 2,273,066 | ||||
Per Share Data |
||||||||
Book value per share |
$ | 8.74 | $ | 7.99 | ||||
Tangible book value per share |
$ | 6.04 | $ | 5.24 | ||||
Ending number of shares outstanding |
21,462,366 | 21,477,532 | ||||||
CONSOLIDATED STATEMENTS
OF INCOME
OF INCOME
| Three Months Ended | ||||||||
| March 31, | ||||||||
| (unaudited) | 2007 | 2006 | ||||||
| (in thousands, except per share data) | ||||||||
Interest and fees on loans |
$ | 35,515 | $ | 29,982 | ||||
Interest on investment securities |
3,761 | 3,125 | ||||||
Other interest income |
159 | 53 | ||||||
Total interest income |
$ | 39,435 | $ | 33,160 | ||||
Interest on deposits |
$ | 16,586 | $ | 11,331 | ||||
Interest on short-term borrowings |
705 | 488 | ||||||
Interest on long-term debt |
1,884 | 1,850 | ||||||
Junior subordinated debt owed to
unconsolidated trusts |
999 | 993 | ||||||
Total interest expense |
$ | 20,174 | $ | 14,662 | ||||
Net interest income |
$ | 19,261 | $ | 18,498 | ||||
Provision for loans losses |
300 | 400 | ||||||
Net interest income after provision |
$ | 18,961 | $ | 18,098 | ||||
Fees for customer services |
$ | 2,666 | $ | 2,536 | ||||
Trust fees |
1,710 | 1,516 | ||||||
Commissions and brokers’ fees |
585 | 669 | ||||||
Gain on sale of loans |
656 | 534 | ||||||
Net security gains |
503 | 224 | ||||||
Other |
812 | 694 | ||||||
Total non-interest income |
$ | 6,932 | $ | 6,173 | ||||
Salaries and wages |
$ | 6,655 | $ | 6,497 | ||||
Employee benefits |
1,642 | 1,503 | ||||||
Net occupancy expense |
1,463 | 1,247 | ||||||
Furniture and equipment expense |
824 | 800 | ||||||
Data processing expense |
534 | 404 | ||||||
Amortization expense |
255 | 352 | ||||||
Other operating expenses |
3,325 | 3,340 | ||||||
Total non-interest expense |
$ | 14,698 | $ | 14,143 | ||||
Income before income taxes |
$ | 11,195 | $ | 10,128 | ||||
Income taxes |
3,459 | 3,261 | ||||||
Net Income |
$ | 7,736 | $ | 6,867 | ||||
Common Share Data |
||||||||
Basic earnings per share |
$ | 0.36 | $ | 0.32 | ||||
Fully-diluted earnings per share |
$ | 0.36 | $ | 0.32 | ||||
Average fully-diluted shares outstanding |
21,540,897 | 21,460,308 | ||||||
Corporate Profile
First Busey Corporation is a financial holding company headquartered in Urbana, Illinois. First Busey Corporation has two wholly-owned banking subsidiaries with locations in three states. Busey Bank is headquartered in Urbana, Illinois and has twenty-two banking centers serving Champaign, McLean, Ford, Peoria, and Tazewell Counties in Illinois. Busey Bank also has a banking center in Indianapolis, Indiana, and a loan production office in Ft. Myers, Florida. On March 31, 2007, Busey Bank had total assets of $2.0 billion. On July 29, 2005, First Busey Corporation acquired Tarpon Coast Bancorp, Inc. and its primary subsidiary, Tarpon Coast National Bank, Port Charlotte, Florida. Busey Bank Florida and Tarpon Coast National Bank merged at the close of business on February 17, 2006, and the resultant bank is Busey Bank, N.A. Busey Bank N.A. is headquartered in Port Charlotte, Florida, with nine banking centers serving Lee, Charlotte, and Sarasota Counties in Southwest Florida. Busey Bank N.A. had total assets of $451 million as of March 31, 2007. Busey provides electronic delivery of financial services through Busey e-bank, www.busey.com.
First Busey Corporation is a financial holding company headquartered in Urbana, Illinois. First Busey Corporation has two wholly-owned banking subsidiaries with locations in three states. Busey Bank is headquartered in Urbana, Illinois and has twenty-two banking centers serving Champaign, McLean, Ford, Peoria, and Tazewell Counties in Illinois. Busey Bank also has a banking center in Indianapolis, Indiana, and a loan production office in Ft. Myers, Florida. On March 31, 2007, Busey Bank had total assets of $2.0 billion. On July 29, 2005, First Busey Corporation acquired Tarpon Coast Bancorp, Inc. and its primary subsidiary, Tarpon Coast National Bank, Port Charlotte, Florida. Busey Bank Florida and Tarpon Coast National Bank merged at the close of business on February 17, 2006, and the resultant bank is Busey Bank, N.A. Busey Bank N.A. is headquartered in Port Charlotte, Florida, with nine banking centers serving Lee, Charlotte, and Sarasota Counties in Southwest Florida. Busey Bank N.A. had total assets of $451 million as of March 31, 2007. Busey provides electronic delivery of financial services through Busey e-bank, www.busey.com.
Busey Investment Group is a wholly-owned subsidiary of First Busey Corporation and owns three
subsidiaries. First Busey Trust & Investment Co. specializes in asset management and trust
services. First Busey Securities, Inc. (member NASD/SIPC) is a full-service broker/dealer
subsidiary. Busey Insurance Services, Inc. is a provider of personal insurance products. Busey
Investment Group has approximately $2.5 billion in assets under care.
First Busey Corporation’s common stock is traded on the Nasdaq Global Select Stock Market under the
symbol “BUSE.” First Busey Corporation has a repurchase program in effect under which it is
authorized to purchase up to 750,000 shares of stock.
Forward-Looking Statements
The information in this press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These may include statements as to the benefits of the merger, including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of First Busey and Main Street intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of each of First Busey and Main Street, are generally identified by the use of words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” or “project” or similar expressions. The companies’ respective ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain.
The information in this press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These may include statements as to the benefits of the merger, including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of First Busey and Main Street intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of each of First Busey and Main Street, are generally identified by the use of words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” or “project” or similar expressions. The companies’ respective ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain.