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):
October 23, 2007
FIRST BUSEY CORPORATION
(Exact Name of Registrant as Specified in Charter)
|
Nevada |
0-15959 |
37-1078406 |
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(State or Other |
(Commission |
(I.R.S. Employer |
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201 West Main Street, Urbana, IL |
61801 |
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(Address of Principal Executive Offices) |
(Zip Code) |
||
Registrant’s telephone number, including area code: (217) 365-4528
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N/A |
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(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):
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[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
- 2 -
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ITEM 2.02 |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On Tuesday, October 23, 2007, the Registrant issued a press release disclosing
financial results for the quarter ended September 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
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(d) |
Exhibits: |
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99.1 |
Press Release, dated October 23, 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.
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Dated: October 29, 2007 |
FIRST BUSEY CORPORATION |
By: /s/ Barbara J. Harrington
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Name: Barbara J. Harrington |
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Title: Chief Financial Officer |
- 2 -
Message from our CEO
Van A. Dukeman, President & CEO
October 23, 2007
Urbana, Illinois
I am very pleased to report our quarterly earnings for the first time as your President & CEO of First Busey Corporation, (NASDAQ: BUSE). Consolidated net income for the quarter was $11.5 million compared to $7.6 million for the same period in 2006. Consolidated net income per fully-diluted share for the quarter ended September 30, 2007 totaled $0.36, equaling the $0.36 per fully-diluted share for the same period in 2006.
We are pleased to report this quarter the closing of our merger of equals transaction with Main Street Trust, Inc. The merger closed following the close of business on July 31st, allowing for two full months of earnings contribution from Main Street Bank & Trust and FirsTech, our payments processing company. The next significant step in the merger process is the conversion of Main Street Bank & Trust with and into Busey Bank. The bank conversion is expected to occur in November 2007. Our bank conversion will include the launch of an updated Busey brand that we are excited to unveil for the first time publicly at our annual shareholders meeting on November 7, 2007.
As required by the United States Department of Justice, prior to the closing of our merger, we reached an agreement to sell five Main Street Bank & Trust banking centers. The divestiture of the five branches, which represents approximately 1% of consolidated loans and 3% of consolidated deposits, is expected to close in November 2007. We are working with the buyer to ensure this process runs seamlessly for our impacted customers and employees.
This quarter included the solidification of our management team of Busey Bank, N.A., as Thomas Good accepted the position of President and Chief Executive Officer, succeeding Michael Geml who will retire at the end of 2007.
As many of you know, our Chairman, Douglas C. Mills, served as CEO for over 35 years, growing Busey to a truly great Company. I would be remiss not to mention Ed Scharlau and Greg Lykins, and the positive impact they have had on our Company. All three of these individuals have made significant contributions to the organization. I look forward to continuing to work with them, seeking their guidance and counsel as we move into the next chapter of First Busey. The future is bright and strong!
Corporate Profile
First Busey Corporation is a financial holding company headquartered in Urbana, Illinois. First Busey Corporation has three wholly-owned banks with locations in three states. Busey Bank is headquartered in Urbana, Illinois and has twenty-two banking centers serving central Illinois. Busey Bank has a banking center in Indianapolis, Indiana, and a loan production office in Ft. Myers, Florida. On September 30, 2007, Busey Bank had total assets of $2.09 billion. Busey Bank, N.A. is headquartered in Ft. Myers, Florida , with nine banking centers serving southwest Florida. Busey Bank, N.A. had total assets of $477.9 million as of September 30, 2007. Main Street Bank & Trust has twenty-three locations serving central Illinois. On September30, 2007, Main Street Bank & Trust had total assets of $1.68 billion. Main Street’s Wealth Management Division had $2.17 billion in assets under care for individuals and institutional customers as of September 30, 2007.
Busey Investment Group is a wholly-owned subsidiary of First Busey Corporation. Through its trust company and insurance agency, Busey Investment Group delivers trust, asset management, retail brokerage, and insurance products and services. As of September30, 2007, Busey Investment Group had approximately $2.70 billion in assets under care.
First Busey Corporation, through the merger with Main Street Trust, owns a retail payment processing subsidiary - FirsTech, Inc. - which processes over 25 million items per year.
Busey provides electronic delivery of financial services through Busey e-bank, www.busey.com.
Questions - Barbara Harrington, EVP & CFO - First Busey Corporation - 217-365-4528 - www.busey.com
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SELECTED FINANCIAL HIGHLIGHTS |
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(amounts in thousands, except ratios and per share data) |
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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June 30, |
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September 30, |
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September 30, |
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September 30, |
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Earnings & Per Share Data |
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Net income |
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$ |
11,510 |
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$ |
7,864 |
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$ |
7,642 |
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$ |
27,110 |
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$ |
21,544 |
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Basic earnings per share |
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$ |
.37 |
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$ |
0.37 |
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$ |
0.36 |
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$ |
1.09 |
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$ |
1.01 |
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Weighted average shares of common stock outstanding |
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31,464 |
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21,470 |
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21,322 |
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24,834 |
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21,346 |
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Fully-diluted earnings per share |
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$ |
0.36 |
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$ |
0.37 |
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$ |
0.36 |
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$ |
1.09 |
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$ |
1.00 |
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Weighted average shares of common stock and dilutive |
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potential common shares outstanding |
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31,655 |
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21,510 |
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21,441 |
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24,939 |
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21,445 |
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Market price per share at period end |
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$ |
21.91 |
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$ |
19.99 |
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$ |
22.71 |
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Price to book ratio |
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161.70 |
% |
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223.85 |
% |
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271.00 |
% |
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Price to earnings ratio1 |
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15.34 |
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13.47 |
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15.90 |
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15.03 |
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16.99 |
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Cash dividends paid per share |
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$ |
0.18 |
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$ |
0.18 |
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$ |
0.16 |
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$ |
0.59 |
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$ |
0.48 |
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Book value per share |
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$ |
13.55 |
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$ |
8.93 |
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$ |
8.38 |
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Tangible book value per share |
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$ |
7.20 |
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$ |
6.25 |
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$ |
5.65 |
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Common shares outstanding |
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36,585 |
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21,467 |
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21,445 |
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Average Balances |
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Assets |
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$ |
3,610,918 |
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$ |
2,471,750 |
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$ |
2,357,134 |
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$ |
2,860,335 |
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$ |
2,303,594 |
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Investment securities |
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556,842 |
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330,730 |
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318,725 |
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407,422 |
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325,112 |
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Gross loans |
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2,689,472 |
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1,957,427 |
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1,855,980 |
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2,199,011 |
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1,799,137 |
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Earning assets |
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3,304,265 |
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2,297,944 |
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2,180,101 |
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2,631,312 |
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2,129,932 |
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Deposits |
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2,909,176 |
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1,993,273 |
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1,874,521 |
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2,299,752 |
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1,831,061 |
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Interest-bearing liabilities |
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2,873,767 |
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2,035,871 |
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1,923,532 |
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2,312,805 |
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1,869,814 |
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Stockholders’ equity |
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342,659 |
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189,061 |
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175,795 |
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248,932 |
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172,689 |
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END OF PERIOD FINANCIAL DATA |
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Tax equivalized net interest income |
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$ |
30,556 |
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$ |
20,113 |
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$ |
19,931 |
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$ |
70,443 |
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$ |
58,725 |
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Gross loans |
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3,040,881 |
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1,982,802 |
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1,905,228 |
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|
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Allowance for loan losses |
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38,198 |
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24,135 |
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23,552 |
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PERFORMANCE RATIOS |
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Return on average assets1 |
|
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1.26 |
% |
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1.28 |
% |
|
1.29 |
% |
|
|
|
1.27 |
% |
|
1.25 |
% |
|
Return on average equity1 |
|
|
13.33 |
% |
|
16.68 |
% |
|
17.25 |
% |
|
|
|
14.56 |
% |
|
16.68 |
% |
|
Net interest margin1 |
|
|
3.67 |
% |
|
3.51 |
% |
|
3.63 |
% |
|
|
|
3.58 |
% |
|
3.69 |
% |
|
Net interest spread |
|
|
3.16 |
% |
|
3.05 |
% |
|
3.18 |
% |
|
|
|
3.09 |
% |
|
3.25 |
% |
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Efficiency ratio2 |
|
|
56.67 |
% |
|
52.69 |
% |
|
53.83 |
% |
|
|
|
55.10 |
% |
|
54.98 |
% |
|
Non-interest revenue as a % of total revenues3 |
|
|
26.73 |
% |
|
26.17 |
% |
|
24.83 |
% |
|
|
|
26.10 |
% |
|
24.35 |
% |
|
Allowance for loan losses to loans |
|
|
1.26 |
% |
|
1.22 |
% |
|
1.24 |
% |
|
|
|
|
|
|
|
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Allowance as a percentage of non-performing loans |
|
|
159.74 |
% |
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232.25 |
% |
|
372.66 |
% |
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|
|
|
|
|
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Ratio of average loan to average deposits |
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|
92.45 |
% |
|
98.20 |
% |
|
99.01 |
% |
|
|
|
95.62 |
% |
|
98.26 |
% |
|
Dividend payout ratio1 |
|
|
50.41 |
% |
|
48.52 |
% |
|
44.81 |
% |
|
|
|
49.41 |
% |
|
47.87 |
% |
|
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ASSET QUALITY |
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Net charge-offs |
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$ |
630 |
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$ |
203 |
|
$ |
140 |
|
|
|
$ |
1,063 |
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$ |
638 |
|
|
Non-performing loans |
|
|
23,912 |
|
|
10,392 |
|
|
6,320 |
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|
|
|
|
|
|
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Other non-performing assets |
|
|
2,138 |
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|
1,817 |
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|
823 |
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1 Annualized |
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2 Net of security gains and amortization |
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3 Net of interest expense |
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Net income was $11.5 million for the quarter ended September 30, 2007, as compared to $7.6 million for the comparable period in 2006. For the quarter ended September 30, 2007, earnings per share on a fully-diluted basis were $0.36, equaling the $0.36 for the comparable period in 2006. On a year-to-date basis, net income was $27.1 million as compared to $21.5 million for the comparable period in 2006. For the nine-month period ended September 30, 2007, earnings per share on a fully-diluted basis were $1.09, an increase of $0.09 or 9.0% from $1.00 for the comparable period in 2006. Two months of Main Street Bank & Trust and FirsTech net earnings are reflected in the results for the periods ended September 30, 2007.
Busey Bank’s net income was $23.8 million for the nine months ended September 30, 2007, as compared to $21.8 for the comparable period in 2006, an increase of 9.2%. Main Street Bank & Trust contributed $3.4 million in net income for the two months following the merger. Busey Bank, N.A.’s net income was $1.3 million for the nine months ended September 30, 2007, as compared to $2.9 million for the comparable period in 2006. The decrease in net income at Busey Bank N.A. is primarily related to the significant decline in the southwest Florida residential market. The decrease is due to the end of a high-margin, short-term construction lending program, decline in residential construction originations and loan loss charges related to the market decline. Busey Bank, N.A.’s income was supplemented by FirsTech income of $0.3 million for the two months following the merger.
Included in Main Street Bank & Trust’s and FirsTech’s earnings for the third quarter of 2007 were amortization charges of approximately $0.2 million per month, net of tax. The amortization represented a moderately accelerated amortization rate over a 10 year life on $32.8 million of identifiable intangibles. In addition to the identifiable intangibles, $142.8 million of goodwill was recorded related to the merger transaction. The intangible items are subject to revision for a period of up to one year from the date of the merger as new information becomes available to us.
Significant non-operating items during the third quarter included $1.5 million in contractual severance payments to certain executives, largely offset by a security gain of $1.5 million from the Company’s holdings in Main Street Trust, Inc.
Loan Portfolio Quality: First Busey Corporation experienced deterioration in its loan portfolio during the third quarter. Total non-performing assets were $26.0 million at September 30, 2007, compared to $12.2 million at June 30, 2007 and $7.1 million at September 30, 2006. The $26.0 million reflected $6.6 million of non-performing assets on the books of Main Street Bank & Trust. The remainder of the increase is primarily attributable to southwest Florida loans.
Non-accrual loans totaled $17.8 million, or 0.6% of gross loans, at September 30, 2007. Non-accrual loans primarily consist of commercial non-accruals of $12.0 million and personal real estate loans of $5.6 million.
In total, First Busey Corporation 90+ days past due loans totaled $6.1 million, or 0.2% of gross loans, at September 30, 2007. Commercial accruing loans 90+ days past due was $3.8 million at September 30, 2007. The portion of 90+ days past due loans related to personal residential real estate loans was $2.0 million at September 30, 2007.
Other real estate owned totaled $2.1 million at September 30, 2007.
Provision for loan losses was $1.8 million during the third quarter of 2007 compared to $300,000 in the comparable period of 2006. The provision was $2.8 million for the nine months ended September 30, 2007, versus $1.0 million in the comparable period of 2006. As a percentage of total outstanding loans, the allowance for loan losses was 1.26% as of September 30, 2007, and 1.24% as of September 30, 2006. Total allowance for loan losses was $38.2 million at September 30, 2007, representing 159.7% coverage of non-performing loans.
The Company continues to attempt to identify problem loan situations on a proactive basis. Once problem loans are identified, adjustments to the provision are made based upon all information available at that time. The increase in provision reflects managements’ analysis of amounts necessary to cover potential losses in our loan portfolios. However, additional losses may be identified in our loan portfolio as new information is obtained. The Company may need to provide for additional loan losses in the future as management continues to identify potential problem loans and gain further information concerning existing problem loans.
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Condensed Consolidated Balance Sheets |
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(Unaudited, in thousands, except per share data) |
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September 30, |
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June 30, |
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December 31, |
|
September 30, |
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||||
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|
2007 |
|
2007 |
|
2006 |
|
2006 |
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||||
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Assets |
|
|
|
|
|
|
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|
||||
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Cash and due from banks |
|
$ |
108,037 |
|
$ |
56,104 |
|
$ |
63,316 |
|
$ |
52,341 |
|
|
Federal funds sold |
|
|
43,000 |
|
|
14,100 |
|
|
— |
|
|
14,329 |
|
|
Investment securities |
|
|
697,802 |
|
|
323,201 |
|
|
365,608 |
|
|
324,887 |
|
|
Net loans |
|
|
3,002,683 |
|
|
1,958,667 |
|
|
1,933,339 |
|
|
1,881,676 |
|
|
Premises and equipment |
|
|
70,128 |
|
|
41,328 |
|
|
41,001 |
|
|
41,304 |
|
|
Goodwill and other intangibles |
|
|
232,323 |
|
|
57,623 |
|
|
58,132 |
|
|
58,451 |
|
|
Other assets |
|
|
91,812 |
|
|
49,173 |
|
|
48,118 |
|
|
46,233 |
|
|
Total assets |
|
$ |
4,245,785 |
|
$ |
2,500,196 |
|
$ |
2,509,514 |
|
$ |
2,419,221 |
|
|
|
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|
Liabilities & Stockholders’ Equity |
|
|
|
|
|
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|
|
|
|
|
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|
|
Non-interest bearing deposits |
|
$ |
454,875 |
|
$ |
230,595 |
|
$ |
246,440 |
|
$ |
235,416 |
|
|
Interest-bearing deposits |
|
|
2,912,933 |
|
|
1,813,142 |
|
|
1,768,399 |
|
|
1,713,403 |
|
|
Total deposits |
|
$ |
3,367,808 |
|
$ |
2,043,737 |
|
$ |
2,014,839 |
|
$ |
1,948,819 |
|
|
|
|
|
|
|
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|
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|
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Federal funds purchased & securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
sold under agreements to repurchase |
|
|
137,463 |
|
|
52,697 |
|
|
54,770 |
|
|
57,147 |
|
|
Short-term borrowings |
|
|
21,023 |
|
|
— |
|
|
25,000 |
|
|
1,000 |
|
|
Long-term debt |
|
|
135,825 |
|
|
139,825 |
|
|
156,650 |
|
|
161,708 |
|
|
Junior subordinated debt owed to unconsolidated trusts |
|
|
55,000 |
|
|
55,000 |
|
|
55,000 |
|
|
55,000 |
|
|
Other liabilities |
|
|
32,757 |
|
|
17,210 |
|
|
17,981 |
|
|
15,870 |
|
|
Total liabilities |
|
$ |
3,749,876 |
|
$ |
2,308,469 |
|
$ |
2,324,240 |
|
$ |
2,239,544 |
|
|
Total stockholders’ equity |
|
$ |
495,909 |
|
$ |
191,727 |
|
$ |
185,274 |
|
$ |
179,677 |
|
|
Total liabilities & stockholders equity |
|
$ |
4,245,785 |
|
$ |
2,500,196 |
|
$ |
2,509,514 |
|
$ |
2,419,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Book value per share |
|
$ |
13.55 |
|
$ |
8.93 |
|
$ |
8.64 |
|
$ |
8.38 |
|
|
Tangible book value per share |
|
$ |
7.20 |
|
$ |
6.25 |
|
$ |
5.93 |
|
$ |
5.65 |
|
|
Ending number of shares outstanding |
|
|
36,585,196 |
|
|
21,467,366 |
|
|
21,455,916 |
|
|
21,444,766 |
|
|
Condensed Consolidated Statements of Income |
|
|
|
|
|
|
|
|
|
||||
|
(Unaudited, in thousands, except per share data) |
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
|
|
2007 |
|
2006 |
|
2007 |
|
2006 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest and fees on loans |
|
$ |
51,190 |
|
$ |
34,554 |
|
$ |
122,937 |
|
$ |
97,001 |
|
|
Interest on investment securities |
|
|
6,909 |
|
|
3,197 |
|
|
14,490 |
|
|
9,479 |
|
|
Other interest income |
|
|
703 |
|
|
66 |
|
|
990 |
|
|
188 |
|
|
Total interest income |
|
$ |
58,802 |
|
$ |
37,817 |
|
$ |
138,417 |
|
$ |
106,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest on deposits |
|
|
24,521 |
|
|
14,553 |
|
|
58,028 |
|
|
38,597 |
|
|
Interest on short-term borrowings |
|
|
1,508 |
|
|
860 |
|
|
3,018 |
|
|
2,165 |
|
|
Interest on long-term debt |
|
|
1,748 |
|
|
1,993 |
|
|
5,420 |
|
|
5,707 |
|
|
Junior subordinated debt owed to unconsolidated trusts |
|
|
1,013 |
|
|
1,010 |
|
|
3,015 |
|
|
3,049 |
|
|
Total interest expense |
|
$ |
28,790 |
|
$ |
18,416 |
|
$ |
69,481 |
|
$ |
49,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
30,012 |
|
$ |
19,401 |
|
$ |
68,936 |
|
$ |
57,150 |
|
|
Provision for loan losses |
|
|
1,795 |
|
|
300 |
|
|
2,775 |
|
|
1,000 |
|
|
Net interest income after provision for loan losses |
|
$ |
28,217 |
|
$ |
19,101 |
|
$ |
66,161 |
|
$ |
56,150 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees for customer services |
|
|
3,433 |
|
|
2,860 |
|
|
9,022 |
|
|
8,198 |
|
|
Trust fees |
|
|
2,691 |
|
|
1,312 |
|
|
6,090 |
|
|
4,470 |
|
|
Retail payment processing |
|
|
1,746 |
|
|
— |
|
|
1,746 |
|
|
— |
|
|
Commissions and brokers’ fees |
|
|
707 |
|
|
608 |
|
|
1,949 |
|
|
1,987 |
|
|
Gain on sales of loans |
|
|
994 |
|
|
786 |
|
|
2,414 |
|
|
1,858 |
|
|
Net security gains |
|
|
2,065 |
|
|
794 |
|
|
2,995 |
|
|
1,880 |
|
|
Other |
|
|
1,376 |
|
|
841 |
|
|
3,125 |
|
|
1,885 |
|
|
Total non-interest income |
|
$ |
13,012 |
|
$ |
7,201 |
|
$ |
27,341 |
|
$ |
20,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and wages |
|
|
11,698 |
|
|
6,609 |
|
|
25,397 |
|
|
19,878 |
|
|
Employee benefits |
|
|
2,058 |
|
|
1,509 |
|
|
4,995 |
|
|
4,457 |
|
|
Net occupancy expense |
|
|
1,988 |
|
|
1,310 |
|
|
4,814 |
|
|
3,814 |
|
|
Furniture and equipment expense |
|
|
1,370 |
|
|
929 |
|
|
3,049 |
|
|
2,677 |
|
|
Data processing expense |
|
|
1,715 |
|
|
450 |
|
|
2,731 |
|
|
1,344 |
|
|
Amortization expense |
|
|
876 |
|
|
353 |
|
|
1,385 |
|
|
1,057 |
|
|
Other operating expenses |
|
|
4,690 |
|
|
3,371 |
|
|
11,244 |
|
|
10,234 |
|
|
Total non-interest expense |
|
$ |
24,395 |
|
$ |
14,531 |
|
$ |
53,615 |
|
$ |
43,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
16,834 |
|
$ |
11,771 |
|
$ |
39,887 |
|
$ |
32,967 |
|
|
Income taxes |
|
|
5,324 |
|
|
4,129 |
|
|
12,777 |
|
|
11,423 |
|
|
Net income |
|
$ |
11,510 |
|
$ |
7,642 |
|
$ |
27,110 |
|
$ |
21,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.37 |
|
$ |
0.36 |
|
$ |
1.09 |
|
$ |
1.01 |
|
|
Fully-diluted earnings per share |
|
$ |
0.36 |
|
$ |
0.36 |
|
$ |
1.09 |
|
$ |
1.00 |
|
|
Diluted average shares outstanding |
|
|
31,655,291 |
|
|
21,441,315 |
|
|
24,939,237 |
|
|
21,444,888 |
|