SEC Filing | First Busey Corporation

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 9/30/2000 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 practicable date. Class Outstanding at October 31, 2000 - ------------------------------------------------------------------- Common Stock, without par value 13,461,842 1 of 23

PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS 2 of 23

FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, 2000 December 31, 1999 ------------------ ----------------- (Dollars in thousands) ASSETS Cash and due from banks $ 49,395 $ 69,722 Federal funds sold 15,100 13,500 Securities available for sale (amort. cost 2000 $212,843; 1999 $221,601) 217,352 225,046 Loans (net of unearned interest) 987,014 886,684 Allowance for loan losses (11,698) (10,403) ------------ ------------ Net loans $ 975,316 $ 876,281 Premises and equipment 31,272 28,647 Goodwill and other intangibles 13,608 14,344 Other assets 20,959 19,583 ------------ ------------ Total assets $ 1,323,002 $ 1,247,123 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing $ 121,370 $ 103,001 Interest bearing 986,284 924,980 ------------ ------------ Total deposits $ 1,107,654 $ 1,027,981 Securities sold under agreements to repurchase 22,952 23,580 Short-term borrowings 38,320 48,327 Long-term debt 54,951 55,849 Other liabilities 10,962 9,102 ------------ ------------ Total liabilities $ 1,234,839 $ 1,164,839 ------------ ------------ STOCKHOLDERS' EQUITY Preferred stock $ - $ - Common stock 6,291 6,291 Surplus 21,962 21,750 Retained earnings 71,836 65,572 Accumulated other comprehensive income 3,158 2,074 ------------ ------------ Total stockholders' equity before treasury stock, unearned ESOP $ 103,247 $ 95,687 shares and deferred compensation for stock grants Treasury stock, at cost (12,453) (10,773) Unearned ESOP shares and deferred compensation for stock grants (2,631) (2,630) ------------ ------------ Total stockholders' equity $ 88,163 $ 82,284 ------------ ------------ Total liabilities and stockholders' equity $ 1,323,002 $ 1,247,123 ============ ============ Common Shares outstanding at period end 13,468,545 13,538,809 ============ ============ 3 of 23

FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) 2000 1999 --------- --------- (Dollars in thousands, except per share amounts) INTEREST INCOME: Interest and fees on loans $58,525 $42,930 Interest and dividends on investment securities: Taxable interest income 7,898 6,900 Non-taxable interest income 1,522 1,445 Dividends 95 95 Interest on federal funds sold 317 175 ------- -------- Total interest income $68,357 $51,545 ------- -------- INTEREST EXPENSE: Deposits $30,008 $21,962 Short-term borrowings 4,186 834 Long-term debt 2,183 1,300 ------- -------- Total interest expense $36,377 $24,096 ------- -------- Net interest income $31,980 $27,449 Provision for loan losses 1,675 900 ------- -------- Net interest income after provision for loan losses $30,305 $26,549 ------- -------- OTHER INCOME: Trust $ 3,249 $ 2,983 Commissions and brokers' fees, net 1,408 1,071 Service charges on deposit accounts 3,886 2,554 Other service charges and fees 1,570 1,621 Security gains, net 347 696 Trading security gains (losses), net - (1) Net commissions from travel services 700 838 Gain on sales of pooled loans 827 759 Other operating income 1,359 810 ------- -------- Total other income $13,346 $11,331 ------- -------- OTHER EXPENSES: Salaries and wages $11,908 $10,776 Employee benefits 2,174 2,076 Net occupancy expense of bank premises 2,214 2,009 Furniture and equipment expenses 2,561 2,505 Data processing 955 553 Stationery, supplies and printing 750 651 Amortization of intangible assets 1,165 826 Other operating expenses 4,772 4,446 ------- -------- Total other expenses $26,499 $23,842 ------- -------- Income before income taxes $17,152 $14,038 Income taxes 6,080 4,287 ------- -------- NET INCOME $11,072 $ 9,751 ======= ======== BASIC EARNINGS PER SHARE $ 0.83 $ 0.71 ======= ======== DILUTED EARNINGS PER SHARE $ 0.81 $ 0.70 ======= ======== DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.36 $ 0.33 ======= ======== 4 of 23

FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) 2000 1999 --------- --------- (Dollars in thousands, except per share amounts) INTEREST INCOME: Interest and fees on loans $20,914 $15,071 Interest and dividends on investment securities: Taxable interest income 2,548 2,445 Non-taxable interest income 511 495 Dividends 31 30 Interest on federal funds sold 22 17 ------- ------- Total interest income $24,026 $18,058 ------- ------- INTEREST EXPENSE: Deposits $10,810 $ 7,620 Short-term borrowings 1,615 503 Long-term debt 686 520 ------- ------- Total interest expense $13,111 $ 8,643 ------- ------- Net interest income $10,915 $ 9,415 Provision for loan losses 690 300 ------- ------- Net interest income after provision for loan losses $10,225 $ 9,115 ------- ------- OTHER INCOME: Trust $ 993 $ 933 Commissions and brokers' fees, net 453 352 Service charges on deposit accounts 1,378 995 Other service charges and fees 425 572 Security gains, net 322 230 Net commissions from travel services 216 244 Gain on sales of pooled loans 307 239 Other operating income 244 255 ------- ------- Total other income $ 4,338 $ 3,820 ------- ------- OTHER EXPENSES: Salaries and wages $ 4,107 $ 3,632 Employee benefits 726 681 Net occupancy expense of bank premises 779 695 Furniture and equipment expenses 884 936 Data processing 232 200 Stationery, supplies and printing 297 187 Amortization of intangible assets 369 239 Other operating expenses 1,661 1,474 ------- ------- Total other expenses $ 9,055 $ 8,044 ------- ------- Income before income taxes $ 5,508 $ 4,891 Income taxes 1,975 1,437 ------- ------- NET INCOME $ 3,533 $ 3,454 ======= ======= BASIC EARNINGS PER SHARE $ 0.27 $ 0.25 ======= ======= DILUTED EARNINGS PER SHARE $ 0.26 $ 0.25 ======= ======= DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ 0.12 $ 0.11 ======= ======= 5 of 23

FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 (UNAUDITED) 2000 1999 ---------- ----------- (Dollars in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 11,072 $ 9,751 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,906 3,293 Provision for loan losses 1,675 900 Decrease in deferred income taxes (513) (774) Amortization of investment security discounts (245) (96) Gain on sales of investment securities, net (347) (696) Proceeds from sales of pooled loans 40,834 77,232 Loans originated for sale (39,972) (68,103) Gain on sale of pooled loans (827) (759) Loss on sales and dispositions of premises and equipment 1 20 Change in assets and liabilities: Increase in other assets (2,105) (2,258) (Decrease) increase in accrued expenses (1,564) 365 Increase in interest payable 744 27 Increase (decrease) in income taxes payable 2,680 (105) ---------- ----------- Net cash provided by operating activities $ 15,339 $ 18,797 ---------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of securities classified available for sale $ 16,245 $ 5,978 Proceeds from maturities of securities classified available for sale 29,268 80,244 Purchase of securities classified available for sale (35,433) (96,524) Increase in federal funds sold (1,600) (24,700) Increase in loans (100,745) (81,901) Purchases of premises and equipment (5,828) (2,790) Proceeds from sales of premises and equipment 576 26 ---------- ----------- Net cash (used in) investing activities ($97,517) ($119,667) ---------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase in certificates of deposit 45,773 54,043 Net increase in demand, money market and saving deposits 33,900 5,323 Cash dividends paid (4,808) (4,514) Purchase of treasury stock (1,881) (4,249) Proceeds from sale of treasury stock 400 1,033 Proceeds from short-term borrowings 55,925 2,400 Principal payments on short-term borrowings (65,932) (900) Proceeds from long-term borrowings 18,000 16,000 Principal payments on long-term borrowings (18,898) - Net increase (decrease) in federal funds purchased, repurchase agreements and Federal Reserve discount borrowings (628) 23,776 ---------- ----------- Net cash provided by financing activities $ 61,851 $ 92,912 ---------- ----------- Net decrease in cash and cash equivalents ($20,327) ($7,958) Cash and due from banks, beginning 69,722 35,644 ---------- ----------- Cash and due from banks, ending $ 49,395 $ 27,686 ========== =========== 6 of 23

FIRST BUSEY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONSOLIDATED INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 2000 1999 ------- -------- (Dollars in thousands, except per share amounts) Net Income $11,072 $9,751 Other comprehensive income, before tax: Unrealized gains on securities: Unrealized holding gains (losses) arising during period $ 2,141 ($4,226) Less reclassification adjustment for gains included in net income 347 696 ------- -------- Other comprehensive income, before tax $ 1,794 ($4,922) Income tax expense related to items of other comprehensive income $ 710 ($1,465) ------- -------- Other comprehensive income, net of tax $ 1,084 ($3,457) ------- -------- Comprehensive income $12,156 $6,294 ======= ======== 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 September 30, 2000 and December 31, 1999 were as follows: September 30, 2000 December 31, 1999 ---------------------------------------- (Dollars in thousands) Commercial $ 134,846 $ 119,800 Real estate construction 64,479 52,479 Real estate - farmland 15,692 15,841 Real estate - 1-4 family residential mortgage 406,063 345,114 Real estate - multifamily mortgage 64,633 63,805 Real estate - non-farm nonresidential mortgage 228,186 213,156 Installment 52,363 56,470 Agricultural 20,541 20,126 ---------------------------------------- $ 986,803 $ 886,791 Less: unearned interest (211) 107 ---------------------------------------- Less: $ 987,014 $ 886,684 Allowance for loan losses 11,698 10,403 ---------------------------------------- Net loans $ 975,316 $ 876,281 ======================================== The real estate-mortgage category includes loans held for sale with carrying values of $5,404,000 at September 30, 2000 and $1,375,000 at December 31, 1999; these loans had fair market values of $5,455,000 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. 7 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 Nine Months Ended September 30, September 30, 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Net income $ 3,533,000 $ 3,454,000 $11,072,000 $ 9,751,000 Shares: Weighted average common shares outstanding 13,350,088 13,602,302 13,359,036 13,639,763 Dilutive effect of outstanding options, as determined by the application of the treasury stock method 216,975 325,042 249,984 324,474 ----------- ----------- ----------- ----------- Weighted average common shares outstanding, as adjusted 13,567,063 13,927,344 13,609,020 13,967,237 =========== =========== =========== =========== Basic earnings per share $ 0.27 $ 0.25 $ 0.83 $ 0.71 ----------- ----------- ----------- ----------- Diluted earnings per share $ 0.26 $ 0.25 $ 0.81 $ 0.70 ----------- ----------- ----------- ----------- NOTE 4: SUPPLEMENTAL CASH FLOW DISCLOSURES FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999. 2000 1999 ------- ------- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest $35,633 $24,069 ======= ======= Income taxes $ 3,921 $ 4,392 ======= ======= 8 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 September 30, 2000 (unaudited) when compared with December 31, 1999 and the results of operations for the nine months ended September 30, 2000 and 1999 (unaudited) and the results of operations for the three months ended September 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 $273 million as of September 30, 2000, and $183 million as of December 31, 1999. A summary of this subsidiary's earning for the nine months ending September 30, 2000, is included in the Reportable Segments section of this report. FINANCIAL CONDITION AT SEPTEMBER 30, 2000 AS COMPARED TO DECEMBER 31, 1999 Total assets increased $75,879,000, or 6.1%, to $1,323,002,000 at September 30, 2000 from $1,247,123,000 at December 31, 1999. Securities available for sale decreased $7,694,000, or 3.4%, to $217,352,000 at September 30, 2000 from $225,046,000 at December 31, 1999. Loans increased $100,330,000 or 11.3%, to $987,014,000 at September 30, 2000 from $886,684,000 at December 31, 1999, primarily due to increases in commercial and mortgage loans. Loan growth has occurred in all markets, but it has been especially strong in Busey Bank's loan production office in Fort Meyers, Florida, and its branch office in Indianapolis, Indiana. Loan growth in these two markets represents $45,681,000 of the total loan growth during the nine month period. With recent changes in the interest-rate environment, the Corporation has chosen to fund its asset growth primarily through deposit growth rather than through higher-cost short-term debt instruments. Total deposits increased $79,673,000, or 7.8%, to $1,107,654,000 at September 30, 2000 from $1,027,981,000 at December 31, 1999. Non-interest bearing deposits increased 17.8% to $121,370,000 at September 30, 2000 from $103,001,000 at December 31, 1999. Interest-bearing deposits increased 6.6% to $986,284,000 at September 30, 2000 from $924,890,000 at December 31, 1999. Short-term borrowings decreased $10,007,000 to $38,320,000 at September 30, 2000, as compared to $48,327,000 at December 31, 1999. In the first nine months of 2000, the Corporation repurchased 90,964 shares of its common stock at an aggregate cost of $1,881,000. 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. 9 of 23

The following table sets forth the components of non-performing assets and past due loans. September 30, 2000 December 31,1999 ------------------ ---------------- (Dollars in thousands) Non-accrual loans $ 299 $ 1,220 Loans 90 days past due, still accruing 2,836 897 Restructured loans - - Other real estate owned 952 929 Non-performing other assets 1 5 ------------------ --------------- Total non-performing assets $ 4,088 $ 3,051 ================== =============== Total non-performing assets as a percentage of total assets 0.31% 0.24% ================== =============== Total non-performing assets as a percentage of loans plus non- performing assets 0.41% 0.34% ================== =============== The ratio of non-performing assets to loans plus non-performing assets increased to 0.41% at September 30, 2000 from 0.34% at December 31, 1999. This was due primarily to an increase in the balance of loans 90 days past due and still accruing, partially offset by a decrease in non-accrual loans. RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO SEPTEMBER 30, 1999 SUMMARY - ------- Net income for the nine months ended September 30, 2000 increased 13.5% to $11,072,000 as compared to $9,751,000 for the comparable period in 1999. Diluted earnings per share increased 15.7% to $.81 at September 30, 2000 as compared to $.70 for the same period in 1999. Operating earnings, which exclude security gains and the related tax expense, were $10,863,000, or $.80 per share for the nine months ended September 30, 2000, as compared to $9,299,000, or $.67 per share for the same period in 1999. The Corporation's return on average assets was 1.19% for the nine months ended September 30, 2000, as compared to 1.33% for the comparable period in 1999. The return on average assets from operations of 1.17% for the nine months ended September 30, 2000 was 10 basis points lower than the 1.27% level achieved in the comparable period of 1999. Net interest margin, the Corporation's net interest income expressed as a percentage of average earning assets stated on a fully taxable equivalent basis, was 3.81% for the nine months ended September 30, 2000, or 35 basis points lower than the 4.16% 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 3.54% for the nine months ended September 30, 2000, compared to 3.88% for the same period in 1999. As interest rates have risen, the cost of interest-bearing liabilities has increased by greater degree than the yields earned on interest-earning assets have increased. During the nine months ended September 30, 2000, the Corporation recognized security gains of approximately $209,000, after income taxes, representing 1.9% of net income. During the same period in 1999, security gains of $452,000, after income taxes, were recognized, representing 4.6% of net income. INTEREST INCOME - --------------- Interest income, on a tax equivalent basis, for the nine months ended September 30, 2000 increased 32.1% to $69,337,000 from $52,495,000 for the comparable period in 1999. The increase in interest income resulted primarily from an increase in average earning assets of $244,550,000 for the period ended September 30, 2000, as compared to the same period of 1999. Particularly significant is the large growth in loan volumes which produce higher yields than 10 of 23

the other categories of interest-earning assets. Increases in the yields earned on all categories of interest-earning assets also contributed to the growth in interest income. The average yield on interest-earning assets increased from 7.69% to 8.01% in the current period when compared to the same period in 1999. INTEREST EXPENSE - ---------------- Total interest expense increased $12,281,000 or 51.0% for the nine months ended September 30, 2000 as compared to the prior year period. Again, volume growth in the average balances of all interest-bearing liability categories is the primary reason for this increase, with the increase in the rates paid on most categories of interest-bearing liabilities also contributing to the growth in interest expense. PROVISION FOR LOAN LOSSES - ------------------------- The provision for loan losses of $1,675,000 for the nine months ended September 30, 2000 is $775,000 more than the provision for the comparable period in 1999. The provision and the net charge-offs of $380,000 for the period resulted in the reserve representing 1.19% of total loans and 286% of non-performing loans at September 30, 2000, as compared to the reserve representing 1.17% of total loans and 341% of non-performing loans at December 31, 1999. While rapid growth in the loan portfolio is the primary reason for the large increase in the provision expense, several other factors contributed to management's decision to add to the allowance for loan losses. These contributing factors include increased pressure on adjustable rate borrowers due to rising interest rates, downturns in certain economic sectors such as agriculture, rapid growth in expanded geographic markets, and growth in both the number and dollar volume of large balance loan customers. The adequacy 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 $2,364,000 or 22.2% for the nine months ended September 30, 2000, as compared to the same period in 1999. This increase is due primarily to growth in trust, commissions and brokers' fees, and service charges on deposit accounts. Gains of $827,000 were recognized on the sale of $40,007,000 of pooled loans for the nine months ended September 30, 2000 as compared to gains of $759,000 on the sale of $76,473,000 of pooled loans in the prior year period. Management anticipates continued sales from the current mortgage loan production of the Corporation if mortgage loan originations are high relative to historic norms 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 expenses increased 11.1% or $2,657,000 for the nine months ended September 30, 2000 as compared to the same period in 1999. Most of the change in these other expense categories can be attributed to the growth associated with the acquisition of Busey Bankfsb. Salaries and wages expense increased $1,132,000 or 10.5%, and employee benefits expense increased $98,000 or 4.7% for the nine months ended September 30, 2000, as compared to the same period last year. The Corporation had 495 full time equivalent employees as of September 30, 2000 as compared to 430 as of September 30, 1999. Occupancy and furniture and equipment expenses increased 5.8% to $4,775,000 for the nine months ended September 30, 2000 from $4,514,000 in the prior year period. Data processing expense increased $402,000 to $955,000 for the nine months ended September 30, 2000 from the prior year period. During June of 2000, Busey Bankfsb converted from its existing outsourced data processor to a solution provided in-house by Busey Bank. Nonrecurring costs associated with this conversion and included in 2000 data processing expenses totaled $180,000. Amortization expense increased $339,000 for the nine months ended September 30, 2000 as compared to the same period in 1999 due to the First Federal acquisition. The Corporation's net overhead expense, total non-interest expense less non-interest income divided by average assets, decreased to 1.5% for the nine months ended September 30, 2000 from 1.80% in the prior year period as a result of the income and expense items described above. 11 of 23

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 nine months ended September 30, 2000 was 57.7% as compared to 61.1% for the prior year period. When the gains on the sales of pooled loans are excluded, these ratios are 58.7% and 62.3%, respectively. The change in the current year efficiency ratio is due to the income and expense items noted above. Income taxes for the nine months ended September 30, 2000 increased to $6,080,000 as compared to $4,287,000 for the comparable period in 1999. As a percent of income before taxes, the provision for income taxes increased to 35.4% for the nine months ended September 30, 2000 from 30.5% for the same period in 1999. The increase in the ratio of tax expense to income before taxes can be largely attributed to the addition of state income taxes. During 1999 and prior years the Corporation had state net operating losses available to offset current income in the calculation of state taxable income. These net operating losses were fully utilized during 1999. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2000 AS COMPARED TO SEPTEMBER 30, 1999 SUMMARY - ------- Net income for the three months ended September 30, 2000 increased 2.3% to $3,533,000 as compared to $3,454,000 for the comparable period in 1999. Diluted earnings per share increased 4.0% to $.26 at September 30, 2000 as compared to $.25 for the same period in 1999. Operating earnings, which exclude security gains and the related tax expense, were $3,339,000, or $.25 per share for the three months ended September 30, 2000, as compared to $3,304,000, or $.24 per share for the same period in 1999. The Corporation's return on average assets was 1.10% for the three months ended September 30, 2000, as compared to 1.35% achieved for the comparable period in 1999. The return on average assets from operations of 1.04% for the three months ended September 30, 2000 is 25 basis points lower than the 1.29% level achieved in the comparable period of 1999. The net interest margin expressed as a percentage of average earning assets was 3.76% for the three months ended September 30, 2000, or 31 basis points lower than the 4.07% level achieved for the like period in 1999. The net interest margin expressed as a percentage of average total assets was 3.50% for the three months ended September 30, 2000, or 30 basis points lower than the 3.80% for the same period in 1999. During the three months ended September 30, 2000, the Corporation recognized security gains of approximately $194,000, after income taxes, representing 5.5% of net income. During the same period in 1999, security gains of approximately $150,000, after income taxes, were recognized, representing 4.3% of net income. INTEREST INCOME - --------------- Interest income on a fully taxable equivalent basis increased $5,925,000 or 32.2% for the three months ended September 30, 2000 from the same period in 1999. The increase resulted from a higher level of interest income on greater average volumes of loans outstanding for the three months ended September 30, 2000 as compared to the same period of 1999, combined with higher yields on all categories of interest-earning assets. The yield on interest earning assets increased 46 basis points for the three months ended September 30, 2000 as compared to the same period in 1999. INTEREST EXPENSE - ---------------- Total interest expense increased $4,468,000, or 51.7%, for the three months ended September 30, 2000 as compared to the prior year period. This increase 12 of 23

resulted primarily from increases in the average volumes of all categories of interest-bearing liabilities. Again, increases in the rates paid on all categories of interest-bearing liabilities except long-term debt also contributed to the increase in interest expense. OTHER INCOME, OTHER EXPENSE AND INCOME TAXES - -------------------------------------------- Total other income, excluding security transactions, increased $426,000 or 11.9% for the three months ended September 30, 2000 as compared to the same period in 1999. This was a combination of increased trust revenue, commissions and brokers' fees, service charges on deposit accounts, and gains on sales of pooled loans. Gains of $307,000 were recognized on the sale of $19,734,000 of pooled loans for the three months ended September 30, 2000 as compared to gains of $239,000 on the sale of $20,723,000 of pooled loans in the prior year period. Total other expenses increased 12.6% or $1,011,000 for the three months ended September 30, 2000 as compared to the same period in 1999. Salaries and wages expense increased $475,000 or 13.1% and employee benefits expense increased $45,000 or 6.6% for the three months ended September 30, 2000, as compared to the same period last year. Occupancy and furniture and equipment expenses increased 2.0% to $1,663,000 for the three months ended September 30, 2000 from $1,631,000 in the prior year period. The consolidated efficiency ratio for the three months ended September 30, 2000 was 59.4% as compared to 60.4% for the prior year period. When the gains on the sales of pooled loans are excluded, these ratios are 60.6% and 61.5%, respectively. 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 September 30, 2000 increased to $1,975,000 as compared to $1,437,000 for the comparable period in 1999. As a percent of income before taxes, the provision for income taxes increased to 35.9% for the three months ended September 30, 2000 from 29.9% 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. In September of 2000, Statement of Financial Accounting Standard No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities" was issued to replace Statement of Financial Accounting Standard No. 125 which was issued in June 1996. Statement No. 125 addressed issues related to transfers of financial assets in which the transferor has some continuing involvement with the transferred assets or with the transferee. Statement No. 140 resolves implementation issues which arose as a result of Statement No. 125, but carries forward most of Statement No. 125's provisions. Statement No. 140 is effective for transfers occurring after March 31, 2001 and for disclosures related to securitization transacations and collateral for fiscal years ending after December 15, 2000. Management does not believe the adoption of Statement No. 140 will have a significant impact on the consolidated financial statements. In December of 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." SAB No. 101 summarizes some of the staff's interpretations of the application of generally accepted accounting principles to revenue recognition. 13 of 23

The Corporation will adopt SAB No. 101 when required in the fourth quarter of 2000. Management believes the adoption of SAB No. 101 will not have significant effect on the consolidated financial statements. REPORTABLE SEGMENTS AND RELATED INFORMATION - ------------------------------------------- First Busey Corporation has three reportable segments, Busey Bank, Busey Bankfsb, 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 Bankfsb 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. September 30, 2000 -------------------------------------------------------------------------------------------------------- First Busey Trust & Consolidated Busey Bank Busey Bank(fsb) Investment Co. All Other Totals Eliminations Totals -------------------------------------------------------------------------------------------------------- Interest income $ 56,366 $ 11,805 $ 133 $ 104 $ 68,408 $ (51) $ 68,357 Interest expense 28,144 6,251 - 1,920 36,315 62 36,377 Other income 7,492 680 3,281 16,132 27,585 (14,239) 13,346 Net income 10,355 1,051 1,096 11,509 24,011 (12,939) 11,072 Total assets 1,036,795 273,328 3,554 133,069 1,446,746 (123,744) 1,323,002 September 30, 1999 -------------------------------------------------------------------------------------------------------- First Busey Trust & Consolidated Busey Bank Investment Co. All Other Totals Eliminations Totals ----------------------------------------------------------------------------------------- Interest income $ 51,323 $ 143 $ 80 $ 51,546 $ (1) $ 51,545 Interest expense 23,788 - 288 24,076 20 24,096 Other income 6,574 3,045 13,380 22,999 (11,668) 11,331 Net income 9,341 1,045 10,209 20,595 (10,844) 9,751 Total assets 1,036,211 3,873 103,430 1,143,514 (92,471) 1,051,043 14 of 23

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. The Corporation generally does not rely upon the purchases of federal funds for liquidity needs. Additional liquidity is provided by bank lines of credit, repurchase agreements and the ability to borrow from the Federal Reserve Bank. The Corporation has an operating line with American National Bank and Trust Company of Chicago in the amount of $10,000,000 with $4,700,000 available as of September 30, 2000. The Corporation's dependence on large liabilities (defined as time deposits over $100,000 and short-term borrowings) increased to 18.2% at September 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 increase was due largely to a $56,647,000 increase in time deposits over $100,000 offset partially by a $10,635,000 decrease in short-term debt. CAPITAL RESOURCES - ----------------- Other than from the issuance of common stock, the Corporation's primary source of capital is retained net income. During the nine months ended September 30, 2000, the Corporation earned $11,072,000 and paid dividends of $4,808,000 to stockholders, resulting in a retention of current earnings of $6,264.000. The Corporation's dividend payout for the nine months ended September 30, 2000 was 43.4%. The Corporation's risk-based capital ratio was 9.37% and the leverage ratio was 5.68% as of September 30, 2000, as compared to 9.40% and 5.62% respectively as of December 31, 1999. The Corporation and its bank subsidiary were well above all minimum required capital ratios as of September 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. 15 of 23

The following table sets forth the static rate-sensitivity analysis of the Corporation as of September 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 $ 3,546 $ - $ - $ - $ - $ 3,546 Federal Funds Sold 15,100 - - - - 15,100 Investment securities U.S. Governments 2,938 16,869 18,863 27,846 88,497 155,013 Obligations of states and political subdivisions 638 2,741 94 158 37,796 41,427 Other securities 8,073 1,400 - 50 11,389 20,912 Loans (net of unearned int.) 281,923 90,734 89,799 129,992 394,566 987,014 -------------------------------------------------------------------------- Total rate-sensitive assets $ 312,218 $ 111,744 $ 108,756 $ 158,046 $532,248 $1,223,012 -------------------------------------------------------------------------- Interest bearing transaction deposits $ 48,737 $ - $ - $ - $ - $ 48,737 Savings deposits 87,947 - - - - 87,947 Money market deposits 319,546 - - - - 319,546 Time deposits 47,465 67,988 86,249 197,787 130,565 530,054 Short-term borrowings: Federal funds purchased & repurchase agreements 22,952 - - - - 22,952 Other 33,320 5,000 38,320 Long-term debt 1,978 4,985 21,988 - 26,000 54,951 -------------------------------------------------------------------------- Total rate-sensitive liabilities $ 561,945 $ 77,973 $ 108,237 $ 197,787 $156,565 $1,102,507 -------------------------------------------------------------------------- Rate-sensitive assets less rate-sensitive liabilities ($249,727) $ 33,771 $ 519 ($39,741) $375,683 $ 120,505 -------------------------------------------------------------------------- Cumulative gap ($249,727) ($215,956) ($215,437) ($255,178) $120,505 ============================================================== Cumulative gap as a percentage of total rate-sensitive assets -20.42% -17.66% -17.62% -20.86% 9.85% ========================================================================== Cumulative ratio (cumulative RSA/RSL) 0.56 0.66 0.71 0.73 1.11 ========================================================================== The foregoing table shows a negative (liability sensitive) rate-sensitivity gap of $249.7 million in the 1-30 day repricing category. The gap becomes slightly less liability sensitive in the periods from 31 to 180 days as rate-sensitive assets that reprice are greater in volume than rate- sensitive liabilities that are subject to repricing in the same respective time periods. In the period from 181 days to one-year, the gap again becomes liability-sensitive, and then switches back to an asset-sensitive position beyond one year. The composition of the gap structure at September 30, 2000, will benefit the Corporation more if interest rates fall during the next 30 days by allowing the net interest margin to grow as liability rates would reprice more quickly than rates on interest rate-sensitive assets. 16 of 23

FIRST BUSEY CORPORATION AND SUBSIDIARIES AVERAGE BALANCE SHEETS AND INTEREST RATES NINE MONTHS ENDED SEPTEMBER 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 $ 7,343 $ 317 5.77% $ 4,990 $ 175 4.69% Investment securities U.S. Government obligations 164,802 7,151 5.80% 150,158 6,305 5.61% Obligations of states and political subdivisions(1) 40,680 2,342 7.70% 39,735 2,223 7.48% Other securities 21,762 842 5.17% 20,912 690 4.41% Loans (net of unearned interest)(1) (2) 922,060 58,685 8.51% 696,302 43,102 8.28% --------------------- ------------------- Total interest- earning assets $1,156,647 $ 69,337 8.01% $912,097 $ 52,495 7.69% ======== ======== Cash and due from banks 33,559 29,861 Premises and equipment 30,172 24,753 Reserve for possible loan losses (10,836) (7,461) Other assets 32,811 19,533 ----------- --------- Total Assets $1,242,353 $978,783 =========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing transaction deposits $ 26,860 $ 568 2.83% $ 12,479 $ 157 1.68% Savings deposits 93,942 2,136 3.04% 84,266 1,888 3.00% Money market deposits 317,156 8,008 3.38% 301,899 6,702 2.97% Time deposits 470,303 19,296 5.49% 344,625 13,216 5.13% Short-term borrowings: Federal funds purchased and Repurchase agreements 32,339 1,510 6.24% 12,921 525 5.43% Other 48,253 2,676 7.41% 6,270 308 6.57% Long-term debt 53,304 2,183 5.48% 31,637 1,300 5.49% --------------------- ------------------- Total interest bearing liabilities $1,042,157 36,377 4.67% $794,097 $ 24,096 4.06% ======== ======== ------- ------- Net interest spread 3.34% 3.63% ======= ======= Demand deposits 107,541 90,768 Other liabilities 9,357 7,817 Stockholders' equity 83,298 86,101 ----------- --------- Total Liabilities and Stockholders' Equity $1,242,353 $978,783 =========== ========= Interest income / earning assets(1) $1,156,647 69,337 8.01% $912,097 $ 52,495 7.69% Interest expense / earning assets $1,156,647 36,377 4.20% $912,097 $ 24,096 3.53% ----------------- ----------------- Net interest margin(1) 32,960 3.81% $ 28,399 4.16% ================= ================= (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 NINE MONTHS ENDED SEPTEMBER 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 $ 95 $ 47 $ 142 Investment securities: U.S. Government obligations 630 216 846 Obligations of states and political subdivisions(2) 54 65 119 Other securities 29 123 152 Loans(2) 14,337 1,246 15,583 ----------------------------- Change in interest income(2) $ 15,145 $ 1,697 $16,842 ----------------------------- Increase (decrease) in interest expense: Interest bearing transaction deposits $ 258 $ 153 $ 411 Savings deposits 220 28 248 Money market deposits 351 955 1,306 Time deposits 5,102 978 6,080 Short-term borrowings: Federal funds purchased and repurchase Agreements 896 89 985 Other 2,323 45 2,368 Long-term debt 887 (4) 883 ----------------------------- Change in interest expense $ 10,037 $ 2,244 $12,281 ----------------------------- Increase in net interest income(2) $ 5,108 ($547) $ 4,561 ============================= (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 SEPTEMBER 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 $ 1,324 $ 22 6.59% $ 1,334 $ 17 5.06% Investment securities U.S. Government obligations 154,154 2,265 5.83% 159,708 2,239 5.56% Obligations of states and political subdivisions(1) 41,017 786 7.60% 40,366 761 7.48% Other securities 20,044 314 6.22% 21,095 236 4.44% Loans (net of unearned interest)(1) (2) 966,364 20,919 8.59% 726,059 15,128 8.27% --------------------- --------------------- Total interest earning assets $1,182,903 $ 24,306 8.15% $ 948,562 $ 18,381 7.69% ======== ======== Cash and due from banks 37,883 30,801 Premises and equipment 30,743 24,807 Reserve for possible loan losses (11,194) (7,702) Other assets 33,109 20,626 ----------- ----------- Total Assets $1,273,444 $1,017,094 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing transaction deposits $ 34,096 $ 251 2.91% $ 11,065 59 2.12% Savings deposits 90,230 700 3.08% 82,645 616 2.96% Money market deposits 311,938 2,812 3.58% 303,605 2,274 2.97% Time deposits 488,676 7,049 5.72% 360,914 4,671 5.13% Short-term borrowings: Federal funds purchased and 41,945 675 6.38% 28,319 398 5.58% repurchase agreements Other 47,015 927 7.82% 6,625 105 6.29% Long-term debt 53,220 662 4.94% 37,522 520 5.50% --------------------- --------------------- Total interest bearing liabilities $1,067,120 $ 13,076 4.86% $ 830,695 $ 8,643 4.13% ======== ======== Net interest spread 3.29% 3.56% ======= ======= Demand deposits 110,855 92,981 Other liabilities 10,038 7,668 Stockholders' equity 85,931 85,750 ----------- ----------- Total Liabilities and Stockholders' Equity $1,273,444 $1,017,094 =========== =========== Interest income / earning assets(1) $1,182,903 $ 24,306 8.15% $ 948,562 $ 18,381 7.68% Interest expense / earning assets $1,182,903 $ 13,076 4.39% $ 948,562 $ 8,643 3.61% ----------------- ----------------- Net interest margin(1) $ 11,230 3.76% $ 9,738 4.07% ================= ================= (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 SEPTEMBER 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 $ - $ 5 $ 5 Investment securities: U.S. Government obligations (68) 94 26 Obligations of states and political subdivisions(2) 12 13 25 Other securities (11) 89 78 Loans(2) 5,182 609 5,791 ------------------------------ Change in interest income(2) $ 5,115 $ 810 $ 5,925 ------------------------------ Increase (decrease) in interest expense: Interest bearing transaction deposits 162 30 192 Savings deposits 58 26 84 Money market deposits 64 474 538 Time deposits 1,797 581 2,378 Short-term borrowings: Federal funds purchased and repurchase agreements 212 65 277 Other 790 32 822 Long-term debt 188 (46) 142 ------------------------------ Change in interest expense $ 3,271 $ 1,162 $ 4,433 ------------------------------ Increase in net interest income (2) $ 1,844 ($352) $ 1,492 ============================== (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 has an asset-liability committee which meets monthly to review current market conditions and attempts to structure the Bank's and Thrift's balance sheets 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 16. 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 September 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 rates over a one-year period (2.69%) (1.60%) (1.12%) (1.66%) 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 nine months ending September 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: //Douglas C. Mills// -------------------------- Douglas C. Mills Chairman of the Board By: //Barbara J. Jones// -------------------------- Barbara J. Jones Chief Financial Officer Date: November 14, 2000 23 of 23

9 1,000 3-MOS DEC-31-2000 SEP-30-2000 49,395 0 15,100 0 217,352 0 0 987,014 11,698 1,323,002 1,107,654 61,272 10,962 54,951 0 0 6,291 81,872 1,323,002 20,914 3,090 22 24,026 10,810 13,111 10,915 690 322 9,055 5,508 3,533 0 0 3,533 0.27 0.26 8.15 299 2,836 0 9,375 11,110 138 36 11,698 10,769 0 929