Nevada
|
0-15959
|
37-1078406
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
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))
|
|
99.1
|
Press Release issued by the Company, dated July 23, 2013.
|
Date: July 23, 2013
|
First Busey Corporation
|
SELECTED FINANCIAL HIGHLIGHTS1
|
||||||||||
(dollars in thousands)
|
||||||||||
|
As of and for the Three Months Ended
|
For the Six Months Ended
|
||||||||
|
June 30,
|
March 31,
|
December 31,
|
June 30,
|
June 30,
|
June 30,
|
||||
2013
|
2013
|
2012
|
2012
|
2013
|
2012
|
|||||
ASSET QUALITY
|
||||||||||
Gross loans
|
$ 2,159,098
|
$ 2,060,680
|
$ 2,073,110
|
$ 2,021,931
|
||||||
Commercial loans
|
1,580,351
|
1,508,068
|
1,500,921
|
1,448,165
|
||||||
Allowance for loan losses
|
48,491
|
47,773
|
48,012
|
50,866
|
||||||
Non-performing loans
|
||||||||||
Non-accrual loans
|
20,274
|
23,001
|
25,104
|
33,760
|
||||||
Loans 90+ days past due
|
771
|
204
|
256
|
57
|
||||||
Non-performing loans, segregated by geography
|
||||||||||
Illinois/ Indiana
|
16,030
|
16,458
|
17,757
|
25,365
|
||||||
Florida
|
5,015
|
6,747
|
7,603
|
8,452
|
||||||
Loans 30-89 days past due
|
3,683
|
7,132
|
2,285
|
4,240
|
||||||
Other non-performing assets
|
2,617
|
2,632
|
3,450
|
7,783
|
||||||
Non-performing assets to total loans and non-performing assets
|
1.09%
|
1.25%
|
1.39%
|
2.05%
|
||||||
Allowance as a percentage of non-performing loans
|
230.42%
|
205.87%
|
189.32%
|
150.42%
|
||||||
Allowance for loan losses to loans
|
2.25%
|
2.32%
|
2.32%
|
2.52%
|
||||||
Net charge-offs
|
1,282
|
2,239
|
4,701
|
7,469
|
3,521
|
17,140
|
||||
Provision expense
|
2,000
|
2,000
|
3,500
|
4,500
|
4,000
|
9,500
|
||||
1 Results are unaudited
|
·
|
As a result of the Company’s strategic investment in loan growth, the total loan portfolio as of June 30, 2013 increased $137.2 million from June 30, 2012; gross commercial balances accounted for $132.2 million of this loan growth. The total loan portfolio increased $98.4 million from March 31, 2013 to June 30, 2013; gross commercial loan balances accounted for $72.3 million of this increase. The Company’s continued emphasis on commercial loan growth resulted in an increase of gross commercial loan balances of 9.1% at June 30, 2013 from June 30, 2012 and 4.8% compared to March 31, 2013. In addition to overall loan growth, the Company experienced loan growth in the highest credit grades, while the volume of the lowest credit grades decreased.2
|
·
|
Net charge-offs decreased $13.6 million, or 79.4%, for the six months ended June 30, 2013 from the comparable period of 2012. Net charge-offs decreased $1.0 million, or 42.7%, from the first quarter of 2013 and decreased by $6.2 million, or 82.8%, from the second quarter of 2012. This is a result of the improved quality of the loan portfolio.
|
·
|
Provision expense of $4.0 million for the first six months of 2013 was a reduction of $5.5 million from $9.5 million in the first six months of 2012. Provision expense of $2.0 million for the second quarter of 2013 was consistent with first quarter 2013 and decreased by $2.5 million compared to the second quarter of 2012. The levels are the result of improved asset quality, and improving conditions in our market areas.
|
·
|
Net interest income increased to $25.2 million in the second quarter of 2013 from $24.6 million in the first quarter of 2013 and remained relatively stable compared to the $25.3 million recorded in the second quarter of 2012. Net interest income for the first six months of 2013 was $49.8 million compared to $51.0 million for the same period of 2012.
|
·
|
Net interest margin rose to 3.17% for the second quarter of 2013 as compared to 3.10% for the first quarter of 2013 but fell from 3.21% for the second quarter of 2012. The net interest margin for the first six months of 2013 decreased to 3.14% compared to 3.26% for the same period of 2012. Compared to the first quarter of 2013, net interest margin has improved and the Company is encouraged by a growing loan-to-deposit ratio.
|
·
|
Gain on sale of loans decreased to $2.8 million in the second quarter of 2013 compared to $3.5 million in the first quarter of 2013 and $3.3 million in the second quarter of 2012. Refinance activity declined during the second quarter due to increased interest rates; although, with generally robust production activity for the first six months of 2013, gains on sale of loans of $6.3 million exceeded the $5.7 million recorded for the first six months of 2012. While the Company expects total production volume to decrease in the second half of the year due to increased interest rates, these fee revenues will continue to provide a good balance to our revenue stream and represent a valued service to our clients and communities to refinance and purchase homes.
|
·
|
Other non-interest income remained steady at $1.1 million for the second and first quarters of 2013 but decreased from $1.4 million in the second quarter of 2012. Other non-interest income for the first six months of 2013 decreased to $2.2 million from $4.8 million for the comparable period of 2012. The year-over-year results included a significant fluctuation in private equity fund income. In the first six months of 2012, the Company recognized $2.4 million compared to minimal amounts recognized in the same period of 2013. We have successfully invested in various private equity funds for more than ten years.
|
·
|
Salaries and wages and employee benefits decreased to $15.7 million in the second quarter of 2013 as compared to $16.8 million in the first quarter of 2013 and $16.3 million in the second quarter of 2012. In the first six months of 2013, salaries and wages and employee benefits totaled $32.5 million as compared to $31.3 million for the same period of 2012. During 2012, we engaged in a strategic investment in talent to build out targeted areas of our business to support growth initiatives. We also committed to a careful examination of all areas of the Company, seeking sensible opportunities to reduce cost and enhance efficiency. That evaluation resulted in personnel reductions and other cost containment efforts in early 2013 which contributed to the second quarter decrease from the first quarter. As disclosed in the proxy statement for the annual meeting of stockholders held on May 22, 2013, our senior management also proposed a reduction in the compensation of our named executive officers to the appropriate oversight committee of the board of directors. The reduction was approved and became effective in April of 2013. Senior management sought to emphasize their individual commitments to the discipline required to support efficiency initiatives and the future long-term success of the Company.
|
·
|
Data processing expense remained comparable at $2.6 million in the second and first quarter of 2013 and the second quarter of 2012. In the first six months of 2013, data processing expense totaled $5.2 million as compared to $4.8 million for the same period of 2012 as the Company continues to enhance systems to better support customer needs.
|
·
|
OREO expense decreased to $0.1 million in the second quarter of 2013 as compared to $0.5 million in the first quarter of 2013 and the second quarter of 2012. OREO expense for the first six months of 2013 increased to $0.6 million from $0.5 million for the comparable period of 2012. This expense fluctuates based on commercial properties held throughout the year. At June 30, 2013 and March 31, 2013, OREO balances totaled $2.6 million compared to $7.8 million at June 30, 2012.
|
·
|
Our quarterly efficiency ratio improved to 64.91% for the second quarter of 2013 from 68.83% the first quarter of 2013 and 69.68% in the second quarter of 2012. The efficiency ratio for the first six months of 2013 was 66.87%, as compared to 64.59% for the same period of 2012. Efficiency ratios have been influenced throughout the past two years by a number of events (such as our core conversion and branch closures), which have been discussed either above or in previous earnings releases. The process of examining appropriate avenues to improve efficiency is expected to continue as a focus in future periods. Peer data from Federal Reserve System sources indicate efficiency ratios for peers averaged between 65% and 67% during 2011 and 2012.
|
SELECTED FINANCIAL HIGHLIGHTS1
|
|||||||||||
(dollars in thousands, except per share data)
|
|||||||||||
|
For the
|
For the
|
|||||||||
|
Three Months Ended
|
Six Months Ended
|
|||||||||
|
June 30,
|
March 31,
|
June 30,
|
June 30,
|
June 30,
|
||||||
2013
|
2013
|
2012
|
2013
|
2012
|
|||||||
Net income
|
$ 7,440
|
$ 6,433
|
$ 4,888
|
$ 13,873
|
$ 12,531
|
||||||
Income available to common shareholders2
|
6,532
|
5,525
|
3,980
|
12,057
|
10,715
|
||||||
Revenue3
|
41,028
|
41,224
|
40,980
|
82,252
|
84,558
|
||||||
Fully-diluted earnings per share
|
0.08
|
0.06
|
0.05
|
0.14
|
0.12
|
||||||
Cash dividends paid per share4
|
0.04
|
-
|
0.04
|
0.04
|
0.08
|
||||||
Net income by operating segment
|
|||||||||||
Busey Bank
|
$ 6,487
|
$ 5,793
|
$ 4,187
|
$ 12,280
|
$ 10,217
|
||||||
Busey Wealth Management
|
1,133
|
820
|
1,004
|
1,953
|
1,867
|
||||||
FirsTech
|
286
|
262
|
244
|
548
|
509
|
||||||
AVERAGE BALANCES
|
|||||||||||
Assets
|
$ 3,544,702
|
$ 3,558,737
|
$ 3,521,800
|
$ 3,551,681
|
$ 3,493,603
|
||||||
Earning assets
|
3,270,472
|
3,288,740
|
3,239,363
|
3,279,556
|
3,211,305
|
||||||
Deposits
|
2,912,104
|
2,928,737
|
2,878,173
|
2,920,374
|
2,846,984
|
||||||
Interest-bearing liabilities
|
2,570,226
|
2,597,596
|
2,559,924
|
2,583,836
|
2,543,010
|
||||||
Stockholders' equity - common
|
340,282
|
337,555
|
340,575
|
338,926
|
339,120
|
||||||
Tangible stockholders' equity - common
|
307,976
|
304,461
|
305,012
|
306,228
|
303,143
|
||||||
PERFORMANCE RATIOS
|
|||||||||||
Return on average assets5
|
0.74%
|
0.63%
|
0.45%
|
0.68%
|
0.62%
|
||||||
Return on average common equity5
|
7.70%
|
6.64%
|
4.70%
|
7.17%
|
6.35%
|
||||||
Return on average tangible common equity5
|
8.51%
|
7.36%
|
5.25%
|
7.94%
|
7.11%
|
||||||
Net interest margin5, 7
|
3.17%
|
3.10%
|
3.21%
|
3.14%
|
3.26%
|
||||||
Efficiency ratio6
|
64.91%
|
68.83%
|
69.68%
|
66.87%
|
64.59%
|
||||||
Non-interest revenue as a % of total revenues3
|
38.47%
|
40.37%
|
38.33%
|
39.42%
|
39.72%
|
||||||
1
|
Results are unaudited
|
||||||||||
2
|
Net income available to common shareholders, net of preferred dividend
|
||||||||||
3
|
Total revenue, net of interest expense and security gains
|
||||||||||
4
|
The Company accelerated payment of its first quarter 2013 dividend to December 2012 to provide its shareholders with certainty as to the tax
|
||||||||||
treatment of such dividend
|
|||||||||||
5
|
Annualized and calculated based on net income available to common shareholders
|
||||||||||
6
|
Net of security gains and intangible charges
|
||||||||||
7
|
On a tax-equivalent basis, assuming a federal income tax rate of 35%
|
Condensed Consolidated Balance Sheets
|
As of
|
|||||||||||
(Unaudited, in thousands, except per share data1)
|
June 30,
|
December 31,
|
June 30,
|
|||||||||
2013
|
2012
|
2012
|
||||||||||
Assets
|
||||||||||||
Cash and due from banks
|
$ | 251,204 | $ | 351,255 | $ | 320,349 | ||||||
Investment securities
|
921,565 | 1,001,497 | 980,785 | |||||||||
Net loans, including loans held for sale
|
2,110,607 | 2,025,098 | 1,971,065 | |||||||||
Premises and equipment
|
69,377 | 71,067 | 70,119 | |||||||||
Goodwill and other intangibles
|
31,824 | 33,389 | 35,050 | |||||||||
Other assets
|
126,812 | 135,750 | 147,355 | |||||||||
Total assets
|
$ | 3,511,389 | $ | 3,618,056 | $ | 3,524,723 | ||||||
Liabilities & Stockholders' Equity
|
||||||||||||
Non-interest-bearing deposits
|
$ | 514,118 | $ | 611,043 | $ | 555,560 | ||||||
Interest-bearing deposits
|
2,356,818 | 2,369,249 | 2,339,550 | |||||||||
Total deposits
|
$ | 2,870,936 | $ | 2,980,292 | $ | 2,895,110 | ||||||
Securities sold under agreements to repurchase
|
148,238 | 139,024 | 119,115 | |||||||||
Long-term debt
|
- | 7,000 | 14,417 | |||||||||
Junior subordinated debt owed to unconsolidated trusts
|
55,000 | 55,000 | 55,000 | |||||||||
Other liabilities
|
27,185 | 27,943 | 26,234 | |||||||||
Total liabilities
|
$ | 3,101,359 | $ | 3,209,259 | $ | 3,109,876 | ||||||
Total stockholders' equity
|
$ | 410,030 | $ | 408,797 | $ | 414,847 | ||||||
Total liabilities & stockholders' equity
|
$ | 3,511,389 | $ | 3,618,056 | $ | 3,524,723 | ||||||
Per Share Data
|
||||||||||||
Book value per common share
|
$ | 3.89 | $ | 3.88 | $ | 3.95 | ||||||
Tangible book value per common share2
|
$ | 3.52 | $ | 3.49 | $ | 3.55 | ||||||
Ending number of common shares outstanding
|
86,698 | 86,671 | 86,631 | |||||||||
1Unaudited except for amounts reported as of December 31, 2012
|
||||||||||||
2Total common equity less goodwill and intangibles divided by shares outstanding as of period end
|
Condensed Consolidated Statements of Operations
|
For the
|
For the
|
||||||||||||||
(Unaudited, in thousands, except per share data)
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
2013
|
2012
|
2013
|
2012
|
|||||||||||||
|
||||||||||||||||
Interest and fees on loans
|
$ | 23,200 | $ | 24,512 | $ | 46,161 | $ | 50,038 | ||||||||
Interest on investment securities
|
4,260 | 4,713 | 8,414 | 9,283 | ||||||||||||
Total interest income
|
$ | 27,460 | $ | 29,225 | $ | 54,575 | $ | 59,321 | ||||||||
Interest on deposits
|
1,824 | 3,318 | 3,921 | 7,066 | ||||||||||||
Interest on short-term borrowings
|
46 | 85 | 99 | 172 | ||||||||||||
Interest on long-term debt
|
44 | 220 | 125 | 446 | ||||||||||||
Junior subordinated debt owed to unconsolidated trusts
|
301 | 328 | 602 | 665 | ||||||||||||
Total interest expense
|
$ | 2,215 | $ | 3,951 | $ | 4,747 | $ | 8,349 | ||||||||
Net interest income
|
$ | 25,245 | $ | 25,274 | $ | 49,828 | $ | 50,972 | ||||||||
Provision for loan losses
|
2,000 | 4,500 | 4,000 | 9,500 | ||||||||||||
Net interest income after provision for loan losses
|
$ | 23,245 | $ | 20,774 | $ | 45,828 | $ | 41,472 | ||||||||
Trust fees
|
4,713 | 4,090 | 9,921 | 9,285 | ||||||||||||
Commissions and brokers' fees
|
569 | 564 | 1,109 | 1,070 | ||||||||||||
Fees for customer services
|
4,550 | 4,316 | 8,716 | 8,508 | ||||||||||||
Remittance processing
|
2,085 | 2,111 | 4,183 | 4,278 | ||||||||||||
Gain on sales of loans
|
2,763 | 3,256 | 6,260 | 5,669 | ||||||||||||
Net security gains
|
- | 64 | - | 64 | ||||||||||||
Other
|
1,103 | 1,369 | 2,235 | 4,776 | ||||||||||||
Total non-interest income
|
$ | 15,783 | $ | 15,770 | $ | 32,424 | $ | 33,650 | ||||||||
Salaries and wages
|
12,781 | 13,148 | 26,341 | 25,259 | ||||||||||||
Employee benefits
|
2,947 | 3,122 | 6,174 | 6,018 | ||||||||||||
Net occupancy expense
|
2,103 | 2,156 | 4,285 | 4,361 | ||||||||||||
Furniture and equipment expense
|
1,222 | 1,310 | 2,476 | 2,582 | ||||||||||||
Data processing expense
|
2,568 | 2,639 | 5,207 | 4,798 | ||||||||||||
Amortization expense
|
783 | 827 | 1,566 | 1,654 | ||||||||||||
Regulatory expense
|
617 | 620 | 1,263 | 1,246 | ||||||||||||
OREO expense
|
58 | 510 | 601 | 515 | ||||||||||||
Other operating expenses
|
4,722 | 5,447 | 9,455 | 10,548 | ||||||||||||
Total non-interest expense
|
$ | 27,801 | $ | 29,779 | $ | 57,368 | $ | 56,981 | ||||||||
Income before income taxes
|
$ | 11,227 | $ | 6,765 | $ | 20,884 | $ | 18,141 | ||||||||
Income taxes
|
3,787 | 1,877 | 7,011 | 5,610 | ||||||||||||
Net income
|
$ | 7,440 | $ | 4,888 | $ | 13,873 | $ | 12,531 | ||||||||
Preferred stock dividends and discount accretion
|
$ | 908 | $ | 908 | $ | 1,816 | $ | 1,816 | ||||||||
Income available for common stockholders
|
$ | 6,532 | $ | 3,980 | $ | 12,057 | $ | 10,715 | ||||||||
Per Share Data
|
||||||||||||||||
Basic earnings per common share
|
$ | 0.08 | $ | 0.05 | $ | 0.14 | $ | 0.12 | ||||||||
Fully-diluted earnings per common share
|
$ | 0.08 | $ | 0.05 | $ | 0.14 | $ | 0.12 | ||||||||
Diluted average common shares outstanding
|
86,730 | 86,637 | 86,717 | 86,633 |