SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended 6/30/2000 Commission File No. 0-15950 FIRST BUSEY CORPORATION (Exact name of registrant as specified in its charter) Nevada 37-1078406 ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 201 West Main Street Urbana, Illinois 61801 ------------------------------- ------------------- (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code: (217) 365-4556 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest practicable date. Class Outstanding at July 31, 2000 ---------------------------------------------------------------- Common Stock, without par value 13,467,845 1 of 23PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 2 of 23
FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2000 December 31, 1999 --------------- ------------------- (Dollars in thousands) ASSETS Cash and due from banks $ 39,335 $ 69,722 Federal funds sold 5,000 13,500 Securities available for sale (amortized cost 2000, $211,382; 1999, $221,601) 213,789 225,046 Loans (net of unearned interest) 951,333 886,684 Allowance for loan losses (11,110) (10,403) --------------- ---------------- Net loans $ 940,223 $ 876,281 Premises and equipment 30,449 28,647 Goodwill and other intangibles 13,872 14,344 Other assets 19,892 19,583 --------------- ---------------- Total assets $ 1,262,560 $ 1,247,123 =============== ================ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing $ 122,682 $ 103,001 Interest bearing 911,509 924,980 --------------- ---------------- Total deposits $ 1,034,191 $ 1,027,981 Securities sold under agreements to repurchase 22,736 23,580 Short-term borrowings 49,320 48,327 Long-term debt 61,929 55,849 Other liabilities 9,499 9,102 --------------- ---------------- Total liabilities $ 1,177,675 $ 1,164,839 --------------- ---------------- STOCKHOLDERS' EQUITY Preferred stock $ - $ - Common stock 6,291 6,291 Surplus 21,956 21,750 Retained earnings 69,875 65,572 Accumulated other comprehensive income 1,449 2,074 --------------- ---------------- Total stockholders' equity before treasury stock, unearned ESOP shares and deferred compensation for stock grants $ 99,571 $ 95,687 Treasury stock, at cost (12,061) (10,773) Unearned ESOP shares and deferred compensation for stock grants (2,625) (2,630) --------------- ---------------- Total stockholders' equity $ 84,885 $ 82,284 --------------- ---------------- Total liabilities and stockholders' equity $ 1,262,560 $ 1,247,123 =============== ================ Common Shares outstanding at period end 13,490,845 13,538,809 =============== ================ 3 of 23
FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) 2000 1999 --------- -------- (Dollars in thousands, except per share amounts) INTEREST INCOME: Interest and fees on loans $37,611 $27,859 Interest and dividends on investment securities: Taxable interest income 5,350 4,455 Non-taxable interest income 1,011 950 Dividends 64 65 Interest on federal funds sold 295 158 ------- -------- Total interest income $44,331 $33,487 ------- -------- INTEREST EXPENSE: Deposits $19,198 $14,342 Short-term borrowings 2,571 331 Long-term debt 1,497 780 ------- -------- Total interest expense $23,266 $15,453 ------- -------- Net interest income $21,065 $18,034 Provision for loan losses 985 600 ------- -------- Net interest income after provision for loan losses $20,080 $17,434 ------- -------- OTHER INCOME: Trust $ 2,256 $ 2,050 Commissions and brokers fees, net 955 719 Service charges on deposit accounts 2,508 1,559 Other service charges and fees 1,145 1,049 Security gains, net 25 466 Trading security gains (losses), net - (1) Gain on sales of loans 520 520 Net commissions from travel services 484 594 Other operating income 1,115 555 ------- -------- Total other income $ 9,008 $ 7,511 ------- -------- OTHER EXPENSES: Salaries and wages $ 7,801 $ 7,144 Employee benefits 1,448 1,395 Net occupancy expense of premises 1,435 1,314 Furniture and equipment expenses 1,677 1,569 Data processing 723 353 Stationery, supplies and printing 453 464 Amortization of intangible assets 796 587 Other operating expenses 3,111 2,972 ------- -------- Total other expenses $17,444 $15,798 ------- -------- Income before income taxes $11,644 $ 9,147 Income taxes 4,105 2,850 ------- -------- Net income $ 7,539 $ 6,297 ======= ======== BASIC EARNINGS PER SHARE $ 0.56 $ 0.46 ======= ======== DILUTED EARNINGS PER SHARE $ 0.55 $ 0.45 ======= ======== DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.24 $ 0.22 ======= ======== 4 of 23
FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTERS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) 2000 1999 --------- -------- (Dollars in thousands, except per share amounts) INTEREST INCOME: Interest and fees on loans $19,372 $14,186 Interest and dividends on investment securities: Taxable interest income 2,578 2,149 Non-taxable interest income 507 486 Dividends 34 31 Interest on federal funds sold 96 37 ------- ------- Total interest income $22,587 $16,889 ------- ------- INTEREST EXPENSE: Deposits $ 9,738 $ 7,127 Short-term borrowings 1,348 226 Long-term debt 715 412 ------- ------- Total interest expense $11,801 $ 7,765 ------- ------- Net interest income $10,786 $ 9,124 Provision for loan losses 595 300 ------- ------- Net interest income after provision for loan losses $10,191 $ 8,824 ------- ------- OTHER INCOME: Trust $ 1,161 $ 1,062 Commissions and brokers fees, net 547 364 Service charges on deposit accounts 1,327 827 Other service charges and fees 515 569 Security gains, net 32 287 Gains on sales of pooled loans 74 306 Net commissions from travel services 231 315 Other operating income 729 221 ------- ------- Total other income $ 4,616 $ 3,951 ------- ------- OTHER EXPENSES: Salaries and wages $ 3,911 $ 3,564 Employee benefits 721 684 Net occupancy expense of premises 710 667 Furniture and equipment expenses 860 839 Data processing 430 185 Stationary, supplies and printing 244 213 Amortization of intangible assets 413 246 Other operating expenses 1,440 1,475 ------- ------- Total other expenses $ 8,729 $ 7,873 ------- ------- Income before income taxes $ 6,078 $ 4,902 Income taxes 2,146 1,544 ------- ------- NET INCOME $ 3,932 $ 3,358 ======= ======= BASIC EARNINGS PER SHARE $ 0.29 $ 0.25 ======= ======= DILUTED EARNINGS PER SHARE $ 0.29 $ 0.24 ======= ======= DIVIDENDS DECLARED PER SHARE: Common Stock $ 0.12 $ 0.11 ======= ======= 5 of 23
FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED) 2000 1999 ---------- ---------- (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 7,539 $ 6,297 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 2,567 2,228 Provision for loan losses 985 600 Decrease in deferred income taxes (806) (748) Amortization of investment security discounts (182) (46) Gain on sales of investment securities, net (25) (466) Proceeds from sales of pooled loans 20,843 56,271 Loans originated for sale (17,133) (51,664) Gain on sale of pooled loans (520) (520) (Gain) loss on sale and disposition of premises and equipment (168) 8 Change in assets and liabilities: Decrease (increase) in other assets 617 (785) (Decrease) increase in accrued expenses (2,204) 81 Increase (decrease) in interest payable 537 (161) Increase in income taxes payable 2,064 589 ---------- ---------- Net cash provided by operating activities $ 14,114 $ 11,684 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of securities classified available for sale $ 14,620 $ 4,651 Proceeds from maturities of securities classified available for sale 29,144 70,032 Purchase of securities classified available for sale (33,338) (61,625) Decrease (increase) in federal funds sold 8,500 (2,900) Increase in loans (68,117) (52,931) Proceeds from sale of premises and equipment 407 21 Purchases of premises and equipment (3,838) (2,231) ---------- ---------- Net cash (used in) investing activities ($52,622) ($44,983) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Net (decrease) increase in certificates of deposit ($66,582) $ 12,903 Net increase in demand, money market and saving deposits 72,792 15,539 Cash dividends paid (3,236) (3,016) Purchase of treasury stock (1,482) (1,928) Proceeds from sale of treasury stock 400 378 Net (decrease) increase in securities sold under agreement to repurchase & federal funds purchased (844) 5,000 Proceeds from short-term borrowings 16,925 400 Principal payments on short-term borrowings (15,932) - Proceeds from long-term borrowings 20,000 6,000 Principal payments on long-term borrowings (13,920) - ---------- ---------- Net cash provided by financing activities $ 8,121 $ 35,276 ---------- ---------- Net increase (decrease) in cash and cash equivalents ($30,387) $ 1,977 Cash and due from banks, beginning $ 69,722 $ 35,644 ---------- ---------- Cash and due from banks, ending $ 39,335 $ 37,621 ========== ========== 6 of 23
FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999 2000 1999 --------- --------- (Dollars in thousands, except per share amounts) Net income $ 7,539 $ 6,297 Other comprehensive income, before tax: Unrealized gains on securities: Unrealized holding losses arising during period ($ 1,038) ($ 3,503) Less reclassification adjustment for gains included in net income (25) (466) --------- --------- Other comprehensive income, before tax ($ 1,063) ($ 3,969) Income tax expense related to items of other comprehensive income 438 1,385 --------- --------- Other comprehensive income, net of tax ($ 625) ($ 2,580) Comprehensive income $ 6,914 $ 3,717 ========= ========= 7 of 23
FIRST BUSEY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: INTERIM FINANCIAL STATEMENTS The consolidated interim financial statements of First Busey Corporation and Subsidiaries are unaudited, but in the opinion of management reflect all necessary adjustments, consisting only of normal recurring accruals, for a fair presentation of results as of the dates and for the periods covered by the financial statements. The results for the interim periods are not necessarily indicative of the results of operations that may be expected for the fiscal year. NOTE 2: LOANS The major classifications of loans at June 30, 2000 and December 31, 1999 were as follows: June 30, 2000 December 31, 1999 ----------------------------------- (Dollars in thousands) Commercial $ 131,504 $ 119,800 Real estate construction 54,054 52,479 Real estate - farmland 16,001 15,841 Real estate - 1-4 family residential mortgage 390,817 345,114 Real estate - multifamily mortgage 70,168 63,805 Real estate - non-farm nonresidential mortgage 216,145 213,156 Installment 53,099 56,470 Agricultural 19,407 20,126 ----------------------------------- $ 951,195 $ 886,791 Less: Unearned Interest (138) 107 ----------------------------------- $ 951,333 $ 886,684 Less: Allowance for loan losses 11,110 10,403 ----------------------------------- Net loans $ 940,223 $ 876,281 =================================== The real estate-mortgage category includes loans held for sale with carrying values of $2,300,000 at June 30, 2000 and $1,375,000 at December 31, 1999; these loans had fair market values of $2,325,000 and $1,393,000 respectively. On December 31, 1999, the installment category includes loans held for sale with carrying values of $4,115,000; these loans had a fair market value of $4,558,000. 8 of 23
FIRST BUSEY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3: INCOME PER SHARE Net income per common share has been computed as follows: Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 -------------------------------------------------- Net income $ 3,932,000 $ 3,358,000 $ 7,539,000 $ 6,297,000 Shares: Weighted average common shares outstanding 13,358,126 13,628,514 13,363,559 13,658,804 Dilutive effect of outstanding options, as determined by the application of the treasury stock method 259,693 358,454 266,670 328,710 -------------------------------------------------- Weighted average common shares outstanding, as adjusted for diluted earnings per share calculation 13,617,819 13,986,968 13,630,229 13,987,514 ================================================== Basic earnings per share $ 0.29 $ 0.25 $ 0.56 $ 0.46 ================================================== Diluted earnings per share $ 0.29 $ 0.24 $ 0.55 $ 0.45 ================================================== NOTE 4: SUPPLEMENTAL CASH FLOW DISCLOSURES FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999. 2000 1999 ------- ------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest $22,729 $15,614 ======= ======= Income taxes $ 2,295 $ 2,956 ======= ======= 9 of 23
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of the financial condition of First Busey Corporation and Subsidiaries ("Corporation") at June 30, 2000 (unaudited) when compared with December 31, 1999 and the results of operations for the six months ended June 30, 2000 and 1999 (unaudited) and the results of operations for the three months ended June 30, 2000 and 1999 (unaudited). This discussion and analysis should be read in conjunction with the Corporation's consolidated financial statements and notes thereto appearing elsewhere in this quarterly report. First Busey Corporation acquired First Federal Savings & Loan Association of Bloomington on October 29, 1999, when it acquired the outstanding shares of First Federal's parent Eagle BancGroup, Inc. On June 10, 2000, First Federal's name was changed to Busey Bankfsb. On this same date Busey Bank branch offices located in McLean County in Illinois were transferred to Busey Bankfsb. Busey Bankfsb had total assets of $266 million as of June 30, 2000, and $183 million as of December 31, 1999. A summary of this subsidiary's earnings for the six months ending June 30, 2000, is included in the Reportable Segments section of this report. FINANCIAL CONDITION AT JUNE 30, 2000 AS COMPARED TO DECEMBER 31, 1999 Total assets increased $15,437,000 or 1.2%, to $1,262,560,000 at June 30, 2000 from $1,247,123,000 at December 31, 1999. Securities available for sale decreased $11,257,000, or 5.0%, to $213,789,000 at June 30, 2000 from $225,046,000 at December 31, 1999. Loans increased $64,649,000, or 7.3%, to $951,333,000 at June 30, 2000 from $886,684,000 at December 31, 1999, primarily due to increases in commercial, 1-4 family mortgages, and multifamily mortgages. These increases were partially offset by decreases in installment and agricultural loans. Total deposits increased $6,210,000, or 0.6%, to $1,034,191,000 at June 30, 2000 from $1,027,981,000 at December 31, 1999. Non-interest bearing deposits increased 19.1% to $122,682,000 at June 30, 2000 from $103,001,000 at December 31, 1999. Interest-bearing deposits decreased 1.5% to $911,509,000 at June 30, 2000 from $924,980,000 at December 31, 1999. Short-term borrowings increased $993,000 to $49,320,000 at June 30, 2000 as compared to $48,327,000 at December 31, 1999. Long-term debt increased $6,080,000 or 10.9% to $61,929,000 at June 30, 2000, as compared to $55,849,000 at December 31, 1999. In the first six months of 2000, the Corporation repurchased 67,964 shares of its common stock at an aggregate cost of $1,482,000. The Corporation is purchasing shares for the treasury as they become available in order to meet future issuance requirements of previously granted non-qualified stock options. The following table sets forth the components of non-performing assets and past due loans. June 30, 2000 December 31, 1999 --------------- ----------------- (Dollars in thousands) Non-accrual loans $ 552 $ 1,220 Loans 90 days past due, still accruing 542 897 Restructured loans - - Other real estate owned 962 459 Non-performing other assets 7 5 --------------- ----------------- Total non-performing assets $ 2,063 $ 2,581 =============== ================= Total non-performing assets as a percentage of total assets 0.16% 0.21% =============== ================= Total non-performing assets as a percentage of loans plus non-performing assets 0.22% 0.29% =============== ================= The ratio of non-performing assets as a percentage of total assets decreased to 0.22% at June 30, 2000 from 0.29% at December 31, 1999. This was due to decreases in the balances of non-accrual loans and loans 90 days past due and still accruing, offset partially by an increase in other real estate owned. 10 of 23
RESULTS OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2000 AS COMPARED TO JUNE 30, 1999 SUMMARY - ------- Net income for the six months ended June 30, 2000 increased 19.7% to $7,539,000 as compared to $6,297,000 for the comparable period in 1999. Diluted earnings per share increased 22.2% to $.55 at June 30, 2000 as compared to $.45 for the same period in 1999. Operating earnings, which exclude security gains and the related tax expense, were $7,524,000, or $.55 per share for the six months ended June 30, 2000, as compared to $5,994,000, or $.43 per share for the same period in 1999. The Corporation's return on average assets was 1.24% for the six months ended June 30, 2000, as compared to 1.32% for the comparable period in 1999. The return on average assets from operations of 1.23% for the six months ended June 30, 2000 was 3 basis points lower than the 1.26% level achieved in the comparable period of 1999. The Corporation's net interest margin expressed as a percentage of average earning assets stated on a fully taxable equivalent basis, was 3.83% for the six months ended June 30, 2000, as compared to 4.21% for the same period in 1999. The net interest margin expressed as a percentage of average total assets, also on a fully taxable equivalent basis, was 3.57% for the six months ended June 30, 2000, compared to 3.92% for the same period in 1999. The decrease in the net interest margin is due to the fact that while the yield on interest-earning assets increased 23 basis points the cost of interest-bearing liabilities increased 52 basis points. During the six months ended June 30, 2000, the Corporation recognized net security gains of approximately $15,000, after income taxes, representing 0.20% of net income. During the same period in 1999, net security gains of $303,000, after income taxes, were recognized, representing 4.8% of net income. INTEREST INCOME - --------------- Interest income, on a tax equivalent basis, for the six months ended June 30, 2000 increased $10,917,000 or 32.0% to $45,030,000 from $34,113,000 for the comparable period in 1999. The increase in interest income resulted from an increase in average earning assets of $248,295,000 for the period ended June 30, 2000, as compared to the same period of 1999. The average yield on interest-earning assets decreased from 7.70% for the six months ended June 30, 1999 to 7.93% for the same period in 2000. This is due to increases in the yields on all categories of interest-earning assets INTEREST EXPENSE - ---------------- Total interest expense increased $7,813,000 or 50.6% for the six months ended June 30, 2000 as compared to the prior year period. This increase resulted primarily from an increase of $254,439,000 in total interest-bearing liabilities combined with increases in costs of all categories of interest-bearing liabilities. PROVISION FOR LOAN LOSSES - ------------------------- The provision for loan losses of $985,000 for the six months ended June 30, 2000 is $385,000 more than the provision for the comparable period in 1999. The provision and the net charge-offs for the period resulted in the reserve representing 1.17% of total loans and 539% of non-performing loans at June 30, 2000, as compared to the reserve representing 1.17% of total loans and 403% of non-performing loans at December 31, 1999. The adequacy 11 of 23
of the reserve for loan losses is consistent with management's consideration of the composition of the portfolio, recent credit quality experience, and prevailing economic conditions. OTHER INCOME, OTHER EXPENSE AND INCOME TAXES - -------------------------------------------- Total other income, excluding security gains, increased $1,938,000 or 27.5% for the six months ended June 30, 2000 as compared to the same period in 1999. This was a combination of increases in trust revenue, commissions and brokers fees, and service charges for the six months ended June 30, 2000 as compared to the same period in 1999. As of June 30, 2000, the trust company of the Corporation had $969,188,000 in assets under care, an increase of10.2% from $879,243,000 at June 30, 2000. Gains of $520,000 were recognized on the sale of $20,323,000 of pooled loans for the six months ended June 30, 2000 as compared to gains of $520,000 on the sale of $55,751,000 of pooled loans in the prior year period. The gains recognized in the six months ending June 30, 2000 include $350,000 in gains of the sale of the Corporation's credit card loan portfolio, which had balances of $4,116,000. Management anticipates continued sales from the current mortgage loan production of the Corporation if mortgage loan originations allow and the sales of the loans are necessary to maintain the asset/liability structure that the Corporation is trying to effect. The Corporation may realize gains and/or losses on these sales dependent upon interest rate movements and upon how receptive the debt markets are to mortgage backed securities. Total other expense increased 10.4% or $1,646,000 to $17,444,000 for the six months ended June 30, 2000 as compared to the same period in 1999. Salaries and wages expense increased $657,000 or 9.2% and employee benefits expense increased $53,000 for the six months ended June 30, 2000, as compared to the same period last year. The Corporation had 500 full-time equivalent employees as of June 30, 2000 as compared to 433 as of June 30, 1999. Occupancy and furniture and equipment expenses increased 7.9% to $3,112,000 for the six months ended June 30, 2000 from $2,883,000 in the prior year period. Data processing expense increased $370,000 to $723,000 for the six months ended June 30, 2000 from the prior year period. Most of the growth in these expenses is associated with the addition of Busey Bank fsb. The Corporation's net overhead expense, total non-interest expense less non-interest income divided by average assets, decreased to 1.39% for the six months ended June 30, 2000 from 1.84% in the prior year period as a result of the income and expense items described above. The Corporation's efficiency ratio is defined as operating expenses divided by net revenue. (More specifically it is defined as non interest expense expressed as a percentage of the sum of tax equivalent net interest income and non interest income, excluding security gains). The consolidated efficiency ratio for the six months ended June 30, 2000, was 56.7%, an improvement from 61.5% for the same period in 1999. When the gains on the sales of pooled loans are excluded these ratios are 57.7% and 62.7% for the six month periods ending June 30, 2000, and June 30, 1999, respectively. Income taxes for the six months ended June 30, 2000 increased to $4,105,000 as compared to $2,850,000 for the comparable period in 1999. As a percent of income before taxes, the provision for income taxes increased to 35.3% for the six months ended June 30, 2000 from 31.2% for the same period in 1999. 12 of 23
RESULTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2000 AS COMPARED TO JUNE 30, 1999 SUMMARY - ------- Net income for the three months ended June 30, 2000 increased 17.1% to $3,932,000 as compared to $3,358,000 for the comparable period in 1999. Diluted earnings per share increased 20.8% to $.29 at June 30, 2000 as compared to $.24 for the same period in 1999. Operating earnings, which exclude security gains and the related tax expense, were $3,913,000, or $.29 per share for the three months ended June 30, 2000, as compared to $3,171,000, or $.23 per share for the same period in 1999. The Corporation's return on average assets was 1.29% for the three months ended June 30, 2000, as compared to 1.39% achieved for the comparable period in 1999. The return on average assets from operations for the three months ended June 30, 2000 of 1.28% was four basis points lower than the 1.32% level achieved in the comparable period of 1999. The net interest margin expressed as a percentage of average earning assets was 3.92% for the three months ended June 30, 2000, a decrease of 28 basis points from the level achieved for the like period in 1999. The net interest margin expressed as a percentage of average total assets was 3.65% for the three months ended June 30, 2000, compared to 3.92% for the same period in 1999. During the three months ended June 30, 2000, the Corporation recognized security gains of approximately $19,000, after income taxes, representing 0.48% of net income. During the same period in 1999, security gains of approximately $187,000, after income taxes, were recognized, representing 5.6% of net income. INTEREST INCOME - --------------- Interest income on a fully taxable equivalent basis increased $5,752,000, or 33.4% for the three months ended June 30, 2000 from the same period in 1999. The increase resulted primarily from growth in average volumes of U.S. Government obligations and loans. The yield on interest earning assets increased 41 basis points for the three months ended June 30, 2000 as compared to the same period in 1999, due to increases in the yields on all categories of interest-earning assets. INTEREST EXPENSE - ---------------- Total interest expense increased $4,036,000 or 52.0% for the three months ended June 30, 2000 as compared to the prior year period. The increase is the result of growth in the average balances of all categories of interest-bearing liabilities combined with increases in costs of all categories of deposit and short-term borrowings. OTHER INCOME, OTHER EXPENSE AND INCOME TAXES - -------------------------------------------- Total other income, excluding security transactions, increased 25.1% for the three months ended June 30, 2000 as compared to the same period in 1999. This was a combination of increased trust revenue, commissions and brokers fees, and service charges, offset by declines in net commissions from travel services and gains on the sale of sold loans. Gains of $74,000 were recognized on the sale of $9,386,000 of pooled loans for the three months ended June 30, 2000 as compared to gains of $306,000 on the sale of $30,296,000 of pooled loans in the prior year period. Total other expense increased 10.9% or $856,000 to $8,729,000 for the three months ended June 30, 2000 as compared to the same period in 1999. 13 of 23
Salaries and wages expense increased $347,000 or 9.7% and employee benefits expense increased $37,000 or 5.4% for the three months ended June 30, 2000, as compared to the same period last year. Occupancy and furniture and equipment expenses increased 4.3% to $1,570,000 for the three months ended June 30, 2000 from $1,506,000 in the prior year period. Data processing expense increased $245,000 to $430,000 for the three months ended June 30, 2000 from the prior year period. The consolidated efficiency ratio for the three months ended June 30, 2000 was 55.4% as compared to 60.1% for the prior year period. When the gains on the sales of pooled loans are excluded, this ratio is 55.7% for the three months ended June 30, 2000 compared to 61.5% for the same period in 1999. The change in the current year efficiency ratio is due to the income and expense items noted above. Income taxes for the three months ended June 30, 2000 increased to $2,146,000 as compared to $1,544,000 for the comparable period in 1999. As a percent of income before taxes, the provision for income taxes increased to 35.3% for the three months ended June 30, 2000 from 31.5% for the same period in 1999. NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- Statement of Financial Accounting Standard No. 133, "Accounting for Derivative Instruments and Hedging Activities" was issued in June 1998 by the Financial Accounting Standards Board. The Statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The Statement is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. In June of 1999, Statement of Financial Accounting Standard No. 137 was issued to extend the effective date by one year to all fiscal quarters of fiscal years beginning after June 15, 2000. Because the Corporation does not use derivatives, management does not believe the adoption of the Statement will have a material impact on the consolidated financial statements. Statement of Financial Accounting Standard No. 138 was issued in June of 2000 and amended and clarified various issues within Statement No. 133. 14 of 23
REPORTABLE SEGMENTS AND RELATED INFORMATION - ------------------------------------------- First Busey Corporation has three reportable segments, Busey Bank, Busey Bank fsb, and First Busey Trust & Investment Co. Busey Bank provides a full range of banking services to individual and corporate customers through its branch network in central Illinois, through its branch in Indianapolis, Indiana, and through its loan production office in Fort Myers, Florida. First Busey Trust & Investment Co. provides trust and asset management services to individual and corporate customers throughout central Illinois. Busey Bank fsb provides a full range of banking services to individual and corporate customers in McLean County. The Corporation's three reportable segments are strategic business units that are separately managed as they offer different products and services and have different marketing strategies. The segment financial information provided below has been derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Corporation. The accounting policies of the three segments are the same as those described in the summary of significant accounting policies in the annual report. The Corporation accounts for intersegment revenue and transfers at current market value. June 30, 2000 First Busey Trust & Consolidated Busey Bank Busey Bank, fsb Investment Co. All Other Totals Eliminations Totals ----------------------------------------------------------------------------------------------------- Interest income $ 37,593 $ 6,614 $ 86 $ 68 $ 44,361 $ (30) $ 44,331 Interest expense 18,540 3,405 - 1,250 23,195 $ 71 23,266 Other income 4,965 292 2,274 11,437 18,968 $ (9,960) 9,008 Net income 7,122 534 769 8,428 16,853 $ (9,314) 7,539 Total assets 985,164 265,741 3,459 156,096 1,410,460 $ (147,900) 1,262,560 June 30, 1999 First Busey Trust & Consolidated Busey Bank Investment Co. All Other Totals Eliminations Totals ----------------------------------------------------------------------------------- Interest income $ 33,343 $ 93 $ 51 $ 33,487 $ - $ 33,487 Interest expense 15,251 - 189 15,440 $ 13 15,453 Other income 4,293 2,075 8,807 15,175 $ (7,664) 7,511 Net income 6,061 745 6,611 13,417 $ (7,120) 6,297 Total assets 975,559 3,944 102,742 1,082,245 $ (91,199) 991,046 LIQUIDITY - --------- Liquidity is the availability of funds to meet all present and future financial obligations arising in the daily operations of the business at a minimal cost. These financial obligations consist of needs for funds to meet extensions of credit, deposit withdrawals and debt servicing. The sources of short-term liquidity utilized by the Corporation consist of non-reinvested asset maturities, deposits and capital funds. Long-term liquidity needs will be satisfied primarily through retention of capital funds. The Corporation does not deal in or use brokered deposits as a source of liquidity. Additional liquidity is provided by bank lines of credit, repurchase agreements and the ability to borrow from the Federal Reserve Bank and the Federal Home Loan Bank of Chicago. The Corporation has an operating line with American National Bank and Trust Company of Chicago in the amount of $10,000,000 with $4,000,000 available as of June 30, 2000. The Corporation's dependence on large liabilities (defined as time deposits over $100,000 and short-term borrowings) decreased to 14.6% at June 30, 2000 from 15.4% at December 31, 1999. This is the ratio of total large liabilities to total liabilities, and is low in comparison to the Corporation's peers. This change was due largely to a $7,290,000 decrease in time deposits over $100,000. 15 of 23
CAPITAL RESOURCES - ----------------- Other than from the issuance of common stock, the Corporation's primary source of capital is retained net income. During the six months ended June 30, 2000, the Corporation earned $7,539,000 and paid dividends of $3,236,000 to stockholders, resulting in a retention of current earnings of $4,303,000. The Corporation's dividend payout for the six months ended June 30, 2000 was 42.9%. The Corporation's risk-based capital ratio was 9.46% and the leverage ratio was 5.73% as of June 30, 2000, as compared to 9.40% and 5.62% respectively as of December 31, 1999. The Corporation and its bank subsidiaries were well above all minimum required capital ratios as of June 30, 2000. RATE SENSITIVE ASSETS AND LIABILITIES - ------------------------------------- Interest rate sensitivity is a measure of the volatility of the net interest margin as a consequence of changes in market rates. The rate-sensitivity chart shows the interval of time in which given volumes of rate-sensitive, earning assets and rate-sensitive, interest bearing liabilities would be responsive to changes in market interest rates based on their contractual maturities or terms for repricing. It is however, only a static, single-day depiction of the Corporation's rate sensitivity structure, which can be adjusted in response to changes in forecasted interest rates. The following table sets forth the static rate-sensitivity analysis of the Corporation as of June 30, 2000. Rate Sensitive Within -------------------------------------------------------------------------- 1-30 31-90 91-180 181 Days - Over Days Days Days 1 Year 1 Year Total -------------------------------------------------------------------------- (Dollars in thousands) Interest-bearing deposits $ 3,902 $ - $ - $ - $ - $ 3,902 Federal funds sold 5,000 - - - - 5,000 Investment securities U.S. Governments 2,927 1,936 12,882 29,647 106,459 153,851 Obligations of states and political subdivisions - - 3,475 152 37,057 40,684 Other securities 7,875 1,311 - - 10,068 19,254 Loans (net of unearned int.) 267,326 77,959 94,237 131,295 380,516 951,333 -------------------------------------------------------------------------- Total rate-sensitive assets $ 287,030 $ 81,206 $ 110,594 $ 161,094 $534,100 $1,174,024 -------------------------------------------------------------------------- Interest bearing transaction deposits $ 57,113 $ - $ - $ - $ - $ 57,113 Savings deposits 91,597 - - - - 91,597 Money market deposits 303,262 - - - - 303,262 Time deposits 59,155 61,626 72,047 115,383 151,326 459,537 Short-term borrowings: Federal funds purchased & repurchase agreements 22,736 - - - - 22,736 Other 34,320 15,000 - - - 49,320 Long-term debt 14,978 4,976 1,982 21,994 17,999 61,929 -------------------------------------------------------------------------- Total rate-sensitive liabilities $ 583,161 $ 81,602 $ 74,029 $ 137,377 $169,325 $1,045,494 -------------------------------------------------------------------------- Rate-sensitive assets less rate-sensitive liabilities ($296,131) ($396) $ 36,565 $ 23,717 $364,775 $ 128,530 -------------------------------------------------------------------------- Cumulative Gap ($296,131) ($296,527) ($259,962) ($236,245) $128,530 ========================================================================== Cumulative amounts as a percentage of total rate-sensitive assets -25.22% -25.26% -22.14% -20.12% 10.95% ========================================================================== Cumulative ratio 0.49 0.55 0.65 0.73 1.12 ========================================================================== The foregoing table shows a negative (liability sensitive) rate-sensitivity gap of $296.1 million in the 1-30 day and a negative rate-sensitive gap of $296.5 million in the 31-90 day repricing category. The gap beyond 90 days becomes slightly less liability sensitive as rate-sensitive assets that reprice in those time periods are greater in volume than rate-sensitive liabilities that are subject to repricing in the same respective time periods. The composition of the gap structure at June 30, 2000 will benefit the Corporation more if interest rates fall during the next 90 days by allowing the net interest margin to grow as liability rates would reprice more quickly than rates on interest rate-sensitive assets. After 90 days, a rate increase would benefit the Corporation because the volume of rate-sensitive assets repricing would exceed the volume of rate-sensitive liabilities that would be repricing. 16 of 23
FIRST BUSEY CORPORATION AND SUBSIDIARIES AVERAGE BALANCE SHEETS AND INTEREST RATES SIX MONTHS ENDED JUNE 30, 2000 AND 1999 2000 1999 ------------------------------ ---------------------------- Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ------------------------------ ---------------------------- (Dollars in thousands) ASSETS Federal funds sold $ 10,932 $ 295 5.43% $ 6,848 $ 158 4.65% Investment securities U.S. Government obligations 170,171 4,886 5.77% 145,301 4,066 5.64% Obligations of states and political subdivisions (1) 40,510 1,555 7.72% 39,415 1,462 7.48% Other securities 20,596 528 5.16% 20,835 454 4.39% Loans (net of unearned interest) (1) (2) 899,662 37,766 8.44% 681,177 27,973 8.28% --------------------- ------------------- Total interest earning assets $1,141,871 $ 45,030 7.93% $893,576 $ 34,113 7.70% ======== ======== Cash and due from banks 32,898 29,364 Premises and equipment 29,883 24,730 Reserve for possible loan losses (10,655) (7,338) Other assets 32,593 19,002 ----------- --------- Total Assets $1,226,590 $959,334 =========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing transaction deposits $ 23,203 $ 315 2.73% $ 13,197 $ 98 1.50% Savings deposits 95,819 1,436 3.01% 85,091 1,272 3.01% Money market deposits 319,608 5,199 3.27% 301,032 4,428 2.97% Time deposits 461,014 12,248 5.34% 336,346 8,544 5.12% Short-term borrowings: Federal funds purchased and repurchase agreements 28,030 823 5.90% 5,094 128 5.07% Other 48,915 1,748 7.19% 6,071 203 6.74% Long-term debt 53,327 1,497 5.65% 28,646 780 5.49% --------------------- ------------------- Total interest-bearing liabilities $1,029,916 $ 23,266 4.54% $775,477 $ 15,453 4.02% ======== ======== Net interest spread 3.39% 3.68% ======= ======= Demand deposits 105,807 89,615 Other liabilities 8,847 7,916 Stockholders' equity 82,020 86,326 ----------- --------- Total Liabilities and Stockholders' Equity $1,226,590 $959,334 =========== ========= Interest income / earning assets (1) $1,141,871 $ 45,030 7.93% $893,576 $ 34,113 7.70% Interest expense / earning assets $1,141,871 $ 23,266 4.10% $893,576 $ 15,453 3.49% ----------------- ----------------- Net interest margin (1) $ 21,764 3.83% $ 18,660 4.21% ================= =================
(1) On a tax-equivalent basis, assuming a federal income tax rate of 35% for 2000 and 1999. (2) Non-accrual loans have been included in average loans, net of unearned interest. 17 of 23 FIRST BUSEY CORPORATION AND SUBSIDIARIES CHANGES IN NET INTEREST INCOME SIX MONTHS ENDED JUNE 30, 2000 AND 1999 Change due to (1) Average Average Total Volume Yield/Rate Change -------------------------------- (Dollars in thousands) Increase (decrease) in interest income: Federal funds sold $ 107 $ 30 $ 137 Investment securities: U.S. Government obligations 722 98 820 Obligations of states and political subdivisions (2) 43 50 93 Other securities (5) 79 74 Loans (2) 9,235 558 9,793 -------------------------------- Change in interest income (2) $ 10,102 $ 815 $10,917 -------------------------------- Increase (decrease) in interest expense: Interest-bearing transaction deposits $ 105 $ 112 $ 217 Savings deposits 164 - 164 Money market deposits 289 482 771 Time deposits 3,319 385 3,704 Short-term borrowings: Federal funds purchased and repurchase agreements 670 25 695 Other 1,530 15 1,545 Long-term debt 695 22 717 -------------------------------- Change in interest expense $ 6,772 $ 1,041 $ 7,813 -------------------------------- Increase in net interest income (2) $ 3,330 ($226) $ 3,104 ================================
(1) Changes due to both rate and volume have been allocated proportionally. (2) On a tax-equivalent basis, assuming a federal income tax rate of 35% for 2000 and 1999. 18 of 23 FIRST BUSEY CORPORATION AND SUBSIDIARIES AVERAGE BALANCE SHEETS AND INTEREST RATES QUARTERS ENDED JUNE 30, 2000 AND 1999 2000 1999 ------------------------------ ---------------------------- Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate ------------------------------ ---------------------------- (Dollars in thousands) ASSETS Federal funds sold $ 7,318 $ 96 5.28% $ 3,203 $ 37 4.63% Investment securities U.S. Government obligations 162,966 2,327 5.74% 141,249 1,950 5.54% Obligations of states and political subdivisions (1) 40,503 780 7.75% 40,363 748 7.43% Other securities 19,887 286 5.78% 20,683 230 4.46% Loans (net of unearned interest) (1) (2) 913,762 19,473 8.57% 695,931 14,245 8.21% --------------------- ------------------- Total interest earning assets $1,144,436 $ 22,962 8.07% $901,429 $ 17,210 7.66% ======== ======== Cash and due from banks 32,143 29,017 Premises and equipment 30,246 24,960 Reserve for possible loan losses (10,799) (7,472) Other assets 32,561 18,290 ----------- --------- Total Assets $1,228,587 $966,224 =========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing transaction deposits $ 26,053 $ 177 2.73% $ 13,117 $ 47 1.44% Savings deposits 93,773 704 3.02% 84,333 627 2.98% Money market deposits 313,384 2,608 3.35% 301,324 2,183 2.91% Time deposits 461,297 6,249 5.45% 338,187 4,270 5.06% Short-term borrowings: Federal funds purchased and repurchase agreements 30,981 467 6.06% 9,657 123 5.11% Other 50,164 882 7.07% 6,200 103 6.66% Long-term debt 52,952 714 5.43% 30,165 412 5.48% --------------------- ------------------- Total interest-bearing liabilities $1,028,604 $ 11,801 4.61% $782,983 $ 7,765 3.98% ======== ======== Net interest spread 3.46% 3.68% ======= ======= Demand deposits 107,808 89,255 Other liabilities 9,438 7,887 Stockholders' equity 82,737 86,099 ----------- --------- Total Liabilities and Stockholders' Equity $1,228,587 966,224 =========== ========= Interest income / earning assets (1) $1,144,436 $ 22,962 8.07% $901,429 $ 17,210 7.66% Interest expense / earning assets $1,144,436 $ 11,801 4.15% $901,429 7,765 3.45% ----------------- ----------------- Net interest margin (1) $ 11,161 3.92% $ 9,445 4.20% ================= =================
(1) On a tax-equivalent basis, assuming a federal income tax rate of 35% for 2000 and 1999. (2) Non-accrual loans have been included in average loans, net of unearned interest. 19 of 23 FIRST BUSEY CORPORATION AND SUBSIDIARIES CHANGES IN NET INTEREST INCOME QUARTERS ENDED JUNE 30, 2000 AND 1999 Change due to (1) Average Average Total Volume Yield/Rate Change -------------------------------- (Dollars in thousands) Increase (decrease) in interest income: Federal funds sold $ 53 $ 6 $ 59 Investment securities: U.S. Government obligations 304 73 377 Obligations of states and political subdivisions (2) 2 30 32 Other securities (8) 64 56 Loans (2) 4,584 644 5,228 -------------------------------- Change in interest income (2) $ 4,935 $ 817 $ 5,752 -------------------------------- Increase (decrease) in interest expense: Interest-bearing transaction deposits $ 67 $ 63 $ 130 Savings deposits 69 8 77 Money market deposits 89 336 425 Time deposits 1,638 341 1,979 Short-term borrowings: Federal funds purchased and repurchase Agreements 316 28 344 Other 773 6 779 Long-term debt 306 (4) 302 -------------------------------- Change in interest expense $ 3,258 $ 778 $ 4,036 -------------------------------- Increase in net interest income (2) $ 1,677 $ 39 $ 1,716 ================================
(1) Changes due to both rate and volume have been allocated proportionally. (2) On a tax-equivalent basis, assuming a federal income tax rate of 35% for 2000 and 1999. 20 of 23 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK MARKET RISK - ----------- Market risk is the risk of change in asset values due to movements in underlying market rates and prices. Interest rate risk is the risk to earnings and capital arising from movements in interest rates. Interest rate risk is the most significant market risk affecting the Corporation as other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Corporation's business activities. The Corporation's banking subsidiary, Busey Bank, has an asset-liability committee which meets monthly to review current market conditions and attempts to structure the bank's balance sheet to ensure stable net interest income despite potential changes in interest rates with all other variables constant. The asset-liability committee uses gap analysis to identify mismatches in the dollar value of assets and liabilities subject to repricing within specific time periods. The Funds Management Policy established by the asset-liability committee and approved by the Corporation's board of directors establishes guidelines for maintaining the ratio of cumulative rate-sensitive assets to rate-sensitive liabilities within prescribed ranges at certain intervals. A summary of the Corporation's gap analysis is summarized on page 15. The committee does not rely solely on gap analysis to manage interest-rate risk as interest rate changes do not impact all categories of assets and liabilities equally or simultaneously. The asset-liability committee supplements gap analysis with balance sheet and income simulation analysis to determine the potential impact on net interest income of changes in market interest rates. In these simulation models the balance sheet is projected out over a one-year period and net interest income is calculated under current market rates, and then assuming permanent instantaneous shifts in the yield curve of +/- 100 basis point and +/- 200 basis points. These interest-rate scenarios indicate the interest rate risk of the Corporation over a one-year time horizon due to changes in interest rates, as of June 30, 2000, is as follows: Basis Point Changes ---------------------------------- -200 -100 +100 +200 ---------------------------------- Percentage change in net interest income due to an Immediate change in interest over a one-year period (0.07%) (0.01%) (1.35%) (4.02%) 21 of 23
PART II - OTHER INFORMATION ITEM 1: Legal Proceedings Not Applicable ITEM 2: Changes in Securities and Use of Proceeds Not Applicable ITEM 3: Defaults Upon Senior Securities Not Applicable ITEM 4: Submission of Matters to a Vote of Security Holders Not Applicable ITEM 5: Other Information Not Applicable ITEM 6: Exhibits and Reports on Form 8-K There were no reports on Form 8-K filed during the six months ending June 30, 2000. 22 of 23
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST BUSEY CORPORATION (REGISTRANT) By: //Barbara J. Jones// ------------------------------------------- Barbara J. Jones Chief Financial Officer (Principal financial and accounting officer) Date: August 14, 2000 23 of 23
9 1,000 3-MOS DEC-31-2000 JUN-30-2000 35,433 3,902 5,000 0 213,789 0 0 951,333 11,110 1,262,560 1,034,191 72,056 9,499 61,929 0 0 6,291 78,594 1,262,560 37,611 6,425 295 44,331 19,198 23,266 21,065 985 25 17,444 11,644 7,539 0 0 7,539 0.56 0.55 7.93 552 542 0 5,548 10,403 336 58 11,110 0 0 333