UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
July 17, 2007

 

FIRST BUSEY CORPORATION


(Exact Name of Registrant as Specified in Charter)


 

 

 

Nevada

0-15959

37-1078406




(State or Other

(Commission

(I.R.S. Employer

Jurisdiction of Incorporation

File Number)

Identification No.)


 

 

201 West Main Street, Urbana, IL

61801



(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (217) 365-4556

 

N/A


(Former name or former address, if changed since last report)


 

 

 

          Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On Tuesday, July 17, 2007, the Registrant issued a press release disclosing financial results for the quarter ended June 30, 2007. The press release is made part of this Form and is attached as Exhibit 99.1.

The press release made a part of this Form includes forward looking statements that are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward looking statements include but are not limited to comments with respect to the objectives and strategies, financial condition, results of operations and business of the Registrant.

These forward looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward looking statements will not be achieved. The Registrant cautions you not to place undue reliance on these forward looking statements as a number of important factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

 

        (d)   Exhibits:

 

 

                       99.1

Press Release, dated July 17, 2007.




SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Dated: July 17, 2007

FIRST BUSEY CORPORATION

 

 

 

By: /s/ Barbara J. Harrington

 

 


 

Name: Barbara J. Harrington

 

Title: Chief Financial Officer

- 2 -



(PRIDE)

EARNINGS RELEASE FOR QUARTER ENDING JUNE 30, 2007

FINANCIAL HIGHLIGHTS

Urbana, IL – July 17, 2007

First Busey Corporation’s merger with Main Street Trust, Inc. received approval from regulatory authorities. The approval is subject to successful divestiture of five branches of Main Street Bank & Trust located in Champaign County, Illinois. The holding companies are expected to merge following the close of business on July 31, 2007, with the merger of Busey Bank and Main Street Bank anticipated to occur in the fourth quarter of 2007. The annual meeting of shareholders is expected to occur in the fourth quarter of 2007.

The divestiture of five Main Street branches represents approximately $15 million in loans and $110 million in deposits. The divested amount represents less than 1% of anticipated combined loans and approximately 3% of anticipated combined deposits following the merger. Busey and Main Street are committed to making the transition as smooth as possible for the customers and employees involved in the divestiture.

Net income increased $829,000 or 11.8% to $7,864,000 for the quarter ending June 30, 2007, as compared to $7,035,000 for the comparable period in 2006. For the quarter ending June 30, 2007, earnings per share on a fully-diluted basis were $0.37, an increase of $0.04 or 12.1% from $0.33 for the comparable period in 2006. On a year-to-date basis, net income increased $1,698,000 or 12.2% to $15,600,000 from $13,902,000 for the comparable period in 2006. For the six-month period ending June 30, 2007, earnings per share on a fully-diluted basis were $0.72, an increase of $0.07 or 10.8% from $0.65 for the comparable period in 2006.

Busey Bank’s net income was $16,018,000 for the six months ended June 30, 2007, as compared to $14,126,000 for the comparable period in 2006, an increase of 13.4%. Busey Bank, N.A.’s (BBNA) net income was $642,000 for the six months ended June 30, 2007, as compared to $2,072,000 for the comparable period in 2006, a 69.0% decrease. Busey Bank’s strong performance offsets a decline in profitability for BBNA, which is primarily related to the weak Florida housing market. Overall, First Busey Corporation maintains a positive outlook for BBNA based on new balance sheet growth, led by strong commercial loan originations.

Net interest income increased $412,000 or 2.1% to $19,663,000 in the second quarter of 2007 compared to $19,251,000 in the comparable quarter in 2006. Interest income increased $4,489,000 during the second quarter of 2007 compared to the same period in 2006 due primarily to loan growth combined with higher yields on investment securities and outstanding loans. Interest expense increased $4,077,000 during the second quarter of 2007 compared to the same period in 2006. The increase in interest expense reflects the combination of growth in deposits and a market-driven increase in deposit and borrowing rates.

Non-interest income increased $493,000 or 7.1% to $7,397,000 during the second quarter of 2007 compared to the same period in prior year. The increase in 2007 primarily relates to a non-recurring $630,000 pre-tax charge for amortization of issuance costs related to redemption of trust preferred securities during the second quarter of 2006.

FINANCIAL SUMMARY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 

 

 

(in thousands, except per share data)

 

Earnings & Per Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 















Net income

 

$

7,864

 

$

7,035

 

$

15,600

 

$

13,902

 

Basic earnings per share

 

 

0.37

 

 

0.33

 

 

0.73

 

 

0.65

 

Fully diluted earnings per share

 

 

0.37

 

 

0.33

 

 

0.72

 

 

0.65

 

Dividends per share

 

 

0.18

 

 

0.16

 

 

0.41

 

 

0.32

 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Balances

 

 

 

 

 

 

 

 

 

 

 

 

 















Assets

 

$

2,471,750

 

$

2,297,781

 

$

2,472,457

 

$

2,276,421

 

Investment securities

 

 

330,731

 

 

324,806

 

 

332,833

 

 

328,351

 

Loans

 

 

1,957,427

 

 

1,791,837

 

 

1,953,355

 

 

1,770,244

 

Earning assets

 

 

2,297,944

 

 

2,122,695

 

 

2,297,342

 

 

2,104,425

 

Deposits

 

 

1,993,273

 

 

1,820,999

 

 

1,994,556

 

 

1,807,986

 

Stockholders’ equity

 

 

189,061

 

 

171,943

 

 

187,201

 

 

171,088

 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performance Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 















Return on average assets

 

 

1.28

%

 

1.23

%

 

1.27

%

 

1.23

%

Return on average equity

 

 

16.68

%

 

16.41

%

 

16.80

%

 

16.39

%

Net interest margin

 

 

3.51

%

 

3.74

%

 

3.50

%

 

3.72

%

Efficiency ratio

 

 

52.69

%

 

55.90

%

 

53.88

%

 

55.58

%















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan Performance

 

 

 

 

 

 

 

 

 

 

 

 

 















Net credit losses

 

$

203

 

$

402

 

$

433

 

$

498

 

Accruing loans 90+ days past due

 

 

 

 

 

 

 

 

2,326

 

 

1,347

 

Non-accrual loans

 

 

 

 

 

 

 

 

8,066

 

 

4,656

 

Foreclosed assets

 

 

 

 

 

 

 

 

1,817

 

 

561

 















Non-interest expense decreased $265,000 or 1.8% to $14,522,000 during the quarter ended June 30, 2007, compared to the same period in the prior year. Non-interest expense decrease relates primarily to the effect of full-year efficiencies of the Tarpon Coast acquisition and an overall cost discipline as First Busey Corporation attempts to offset the effects of a challenging net interest margin environment.

First Busey Corporation’s loan performance has remained consistent with the first quarter of 2007. Accruing loans 90+ days past due, non-accrual loans and foreclosed assets at June 30, 2007, have increased significantly over the same period in 2006. Consistent with first quarter of 2007, the accruing loans 90+ days past due relates primarily to commercial loans in the central Illinois market. The increase in non-accrual loans and foreclosed assets primarily relate to the weak housing market in Florida and consist largely of 1-4 family residential loans. BBNA’s management continues to work to resolve these problematic loans. The resolution process is slowed as the loans in question are largely collateralized by residential real estate. Florida law addressing residential real estate, gives the borrower a substantial amount of time to bring the loan current once the loan goes into default.

Provision for loan losses was $680,000 during the second quarter of 2007 compared to $300,000 in the comparable period of 2006. The provision was $980,000 for the six months ended June 30, 2007, versus $700,000 in the comparable period of 2006. The increase in provision reflects managements’ analysis of amounts necessary to cover potential losses in our loan portfolios. As a percentage of total outstanding loans, the allowance for loan losses was 1.22% as of June 30, 2007, and 1.27% as of June 30, 2006.



CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

June 30,

 

(unaudited)

 

2007

 

2006

 






 

 

 

(in thousands, except per share data)

 

Assets

 

 

 

 

 

 

 

Cash and due from banks

 

$

56,104

 

$

61,099

 

Federal funds sold

 

 

14,100

 

 

 

Investment securities

 

 

323,201

 

 

319,984

 

 

 

 

 

 

 

 

 

Loans

 

 

1,982,802

 

 

1,839,443

 

Less allowance for loan losses

 

 

(24,135

)

 

(23,392

)









Net loans

 

$

1,958,667

 

$

1,816,051

 









 

 

 

 

 

 

 

 

Premises and equipment, net

 

 

41,328

 

 

40,799

 

Goodwill and other intangibles

 

 

57,623

 

 

58,804

 

Other assets

 

 

49,173

 

 

45,638

 









Total assets

 

$

2,500,196

 

$

2,342,375

 









 

 

 

 

 

 

 

 

Liabilities & Stockholders’ Equity

 

 

 

 

 

 

 

Non-interest bearing deposits

 

$

230,595

 

$

251,544

 

Interest-bearing deposits

 

 

1,813,142

 

 

1,610,657

 









Total deposits

 

$

2,043,737

 

$

1,862,201

 









 

 

 

 

 

 

 

 

Federal funds purchased & securities sold under agreements to repurchase

 

 

52,697

 

 

68,497

 

Long-term debt

 

 

139,825

 

 

168,863

 

Junior subordinated debt owed to unconsolidated trusts

 

 

55,000

 

 

55,000

 

Other liabilities

 

 

17,210

 

 

13,908

 









Total liabilities

 

$

2,308,469

 

$

2,168,469

 









 

 

 

 

 

 

 

 

Common stock

 

$

22

 

$

22

 

Common stock to be issued

 

 

6

 

 

292

 

Surplus

 

 

46,870

 

 

45,129

 

Retained earnings

 

 

151,758

 

 

136,793

 

Other comprehensive income

 

 

4,771

 

 

5,459

 

Treasury stock

 

 

(11,700

)

 

(11,729

)

Unearned ESOP shares

 

 

 

 

(2,058

)

Deferred compensation for stock grants

 

 

 

 

(2

)









Total stockholders’ equity

 

$

191,727

 

$

173,906

 









Total liabilities & stockholders’ equity

 

$

2,500,196

 

$

2,342,375

 









 

 

 

 

 

 

 

 

Per Share Data

 

 

 

 

 

 

 









Book value per share

 

$

8.93

 

$

8.11

 

Tangible book value per share

 

$

6.25

 

$

5.37

 

Ending number of shares outstanding

 

 

21,467,366

 

 

21,444,766

 

CONSOLIDATED STATEMENTS
OF INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

(unaudited)

 

2007

 

2006

 

2007

 

2006

 










 

 

 

(in thousands, except per share data)

 

 

Interest and fees on loans

 

$

36,232

 

$

32,465

 

$

71,747

 

$

62,447

 

Interest on investment securities

 

 

3,820

 

 

3,157

 

 

7,581

 

 

6,282

 

Other interest income

 

 

128

 

 

69

 

 

287

 

 

122

 















Total interest income

 

$

40,180

 

$

35,691

 

$

79,615

 

$

68,851

 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest on deposits

 

$

16,921

 

$

12,713

 

$

33,507

 

$

24,044

 

Interest on short-term borrowings

 

 

805

 

 

817

 

 

1,510

 

 

1,305

 

Interest on long-term debt

 

 

1,788

 

 

1,864

 

 

3,672

 

 

3,714

 

Junior subordinated debt owed to unconsolidated trusts

 

 

1,003

 

 

1,046

 

 

2,002

 

 

2,039

 















Total interest expense

 

$

20,517

 

$

16,440

 

$

40,691

 

$

31,102

 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

19,663

 

$

19,251

 

$

38,924

 

$

37,749

 

Provision for loan losses

 

 

680

 

 

300

 

 

980

 

 

700

 















Net interest income after provision

 

$

18,983

 

$

18,951

 

$

37,944

 

$

37,049

 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fees for customer services

 

$

2,923

 

$

2,802

 

$

5,589

 

$

5,338

 

Trust fees

 

 

1,689

 

 

1,642

 

 

3,399

 

 

3,158

 

Commissions and brokers’ fees

 

 

657

 

 

710

 

 

1,242

 

 

1,379

 

Gain on sale of loans

 

 

764

 

 

538

 

 

1,420

 

 

1,072

 

Net security gains

 

 

427

 

 

862

 

 

930

 

 

1,086

 

Other

 

 

937

 

 

350

 

 

1,749

 

 

1,044

 















Total non-interest income

 

$

7,397

 

$

6,904

 

$

14,329

 

$

13,077

 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and wages

 

$

6,955

 

$

6,772

 

$

13,699

 

$

13,269

 

Employee benefits

 

 

1,384

 

 

1,445

 

 

2,937

 

 

2,948

 

Net occupancy expense

 

 

1,363

 

 

1,257

 

 

2,826

 

 

2,504

 

Furniture and equipment expense

 

 

855

 

 

948

 

 

1,679

 

 

1,748

 

Data processing expense

 

 

482

 

 

490

 

 

1,016

 

 

894

 

Amortization expense

 

 

254

 

 

352

 

 

509

 

 

704

 

Other operating expenses

 

 

3,229

 

 

3,523

 

 

6,554

 

 

6,863

 















Total non-interest expense

 

$

14,522

 

$

14,787

 

$

29,220

 

$

28,930

 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

$

11,858

 

$

11,068

 

$

23,053

 

$

21,196

 

Income taxes

 

 

3,994

 

 

4,033

 

 

7,453

 

 

7,294

 















Net Income

 

$

7,864

 

$

7,035

 

$

15,600

 

$

13,902

 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 















Basic earnings per share

 

$

0.37

 

$

0.33

 

$

0.73

 

$

0.65

 

Fully-diluted earnings per share

 

$

0.37

 

$

0.33

 

$

0.72

 

$

0.65

 

Diluted average shares outstanding

 

 

21,510,376

 

 

21,433,249

 

 

21,525,552

 

 

21,446,704

 

Corporate Profile

First Busey Corporation is a financial holding company headquartered in Urbana, Illinois. First Busey Corporation has two wholly-owned banking subsidiaries with locations in three states. Busey Bank is headquartered in Urbana, Illinois and has twenty-two banking centers serving Champaign, McLean, Ford, Peoria, and Tazewell Counties in Illinois. Busey Bank also has a banking center in Indianapolis, Indiana, and a loan production office in Ft. Myers, Florida. On June 30, 2007, Busey Bank had total assets of $2.0 billion. Busey Bank Florida and Tarpon Coast National Bank merged at the close of business on February 17, 2006, and the resultant bank is Busey Bank, N.A. Busey Bank N.A. is headquartered in Port Charlotte, Florida, with nine banking centers serving Lee, Charlotte, and Sarasota Counties in Southwest Florida. Busey Bank N.A. had total assets of $445 million as of June 30, 2007. Busey provides electronic delivery of financial services through Busey e-bank, www.busey.com.

Busey Investment Group is a wholly-owned subsidiary of First Busey Corporation and owns three subsidiaries. First Busey Trust & Investment Co. specializes in asset management and trust services. First Busey Securities, Inc. (member NASD/SIPC) is a full-service broker/dealer subsidiary. Busey Insurance Services, Inc. is a provider of personal insurance products. Busey Investment Group has approximately $2.6 billion in assets under care.

First Busey Corporation’s common stock is traded on the Nasdaq Global Select Stock Market under the symbol “BUSE.” First Busey Corporation has a repurchase program in effect under which it is authorized to purchase up to 750,000 shares of stock.

Forward-Looking Statements

The information in this press release may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These may include statements as to the benefits of the merger, including future financial and operating results, cost savings, enhanced revenues and the accretion/dilution to reported earnings that may be realized from the merger as well as other statements of expectations regarding the merger and any other statements regarding future results or expectations. Each of First Busey and Main Street intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of each of First Busey and Main Street, are generally identified by the use of words such as “believe,” “expect,” “intend,” “anticipate,” “estimate,” or “project” or similar expressions. The companies’ respective ability to predict results, or the actual effect of future plans or strategies, is inherently uncertain.