First Busey(US:BUSE)2024-11-05 21:01markdown PART I FINANCIAL INFORMATION [Item 1. FINANCIAL STATEMENTS](index=5&type=section&id=Item%201.%20FINANCIAL%20STATEMENTS) The unaudited consolidated financial statements for the period ended September 30, 2024, show a decrease in total assets to $11.99 billion from $12.28 billion at year-end 2023, primarily due to a decrease in deposits. Net income for the nine months ended September 30, 2024, was $85.6 million, a decrease from $96.8 million in the prior year period, driven by higher interest expense and provision for credit losses, partially offset by increased noninterest income Consolidated Balance Sheet Highlights (Unaudited) | Account | Sep 30, 2024 ($ in thousands) | Dec 31, 2023 ($ in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 11,986,839 | 12,283,415 | (2.4%) | | Portfolio Loans, Net | 7,724,116 | 7,559,294 | +2.2% | | Total Deposits | 9,943,241 | 10,291,156 | (3.4%) | | Total Liabilities | 10,583,955 | 11,011,434 | (3.9%) | | Total Stockholders' Equity | 1,402,884 | 1,271,981 | +10.3% | Consolidated Income Statement Highlights (Unaudited) | Account | Nine Months Ended Sep 30, 2024 ($ in thousands) | Nine Months Ended Sep 30, 2023 ($ in thousands) | Change | | :--- | :--- | :--- | :--- | | Net Interest Income | 240,742 | 242,318 | (0.7%) | | Provision for Credit Losses | 7,317 | 1,944 | +276.4% | | Noninterest Income | 104,752 | 90,868 | +15.3% | | Noninterest Expense | 222,232 | 210,553 | +5.5% | | Net Income | 85,586 | 96,816 | (11.6%) | | Diluted EPS | $1.49 | $1.72 | (13.4%) | Consolidated Cash Flow Highlights (Unaudited) | Activity | Nine Months Ended Sep 30, 2024 ($ in thousands) | Nine Months Ended Sep 30, 2023 ($ in thousands) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 125,961 | 127,329 | | Net Cash from Investing Activities | 618,918 | 159,274 | | Net Cash from Financing Activities | (910,751) | (175,848) | | **Net (Decrease) in Cash** | **(165,872)** | **110,755** | [Note 1. Significant Accounting Policies](index=13&type=section&id=Note%201.%20Significant%20Accounting%20Policies) First Busey Corporation operates in three segments: Banking, Wealth Management, and FirsTech. The financial statements are prepared in conformity with GAAP, requiring management estimates, particularly for the Allowance for Credit Losses (ACL) and fair value measurements. The company adopted ASU 2023-02 for investments in tax credit entities, resulting in a $1.4 million after-tax decrease to retained earnings. A one-time deferred tax valuation adjustment of $1.4 million was also recorded due to new Illinois apportionment regulations - The company operates and reports in three segments: Banking, Wealth Management, and FirsTech[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - Adopted ASU 2023-02 regarding investments in tax credit entities, recording a **$1.4 million** after-tax cumulative effect decrease to retained earnings on January 1, 2024[26](index=26&type=chunk) - Recorded a one-time deferred tax valuation adjustment of **$1.4 million** due to a change in the Illinois apportionment rate from newly enacted regulations[24](index=24&type=chunk) [Note 2. Mergers and Acquisitions](index=15&type=section&id=Note%202.%20Mergers%20and%20Acquisitions) Busey has two significant M&A activities. First, it entered into a definitive agreement to merge with CrossFirst Bankshares, Inc., expected to close in Q1 or Q2 2025. Second, it completed the acquisition of Merchants and Manufacturers Bank Corporation (M&M) on April 1, 2024, which added M&M's Life Equity Loan products and expanded its Chicago presence. The M&M acquisition resulted in $15.6 million of goodwill - On August 26, 2024, Busey agreed to merge with CrossFirst Bankshares, Inc. The deal is expected to close in the first or second quarter of 2025, with Busey stockholders owning approximately **63.5%** of the combined company[34](index=34&type=chunk)[35](index=35&type=chunk) - Effective April 1, 2024, Busey completed its acquisition of M&M, including its subsidiary M&M Bank. M&M Bank was subsequently merged into Busey Bank on June 21, 2024[36](index=36&type=chunk)[37](index=37&type=chunk) M&M Acquisition Date Fair Values (April 1, 2024) | Account | Value ($ in thousands) | | :--- | :--- | | Total Assets Acquired | 478,024 | | Total Liabilities Assumed | 444,074 | | **Net Assets Acquired** | **33,950** | | **Total Consideration Paid** | **49,575** | | **Goodwill** | **15,625** | [Note 3. Debt Securities](index=19&type=section&id=Note%203.%20Debt%20Securities) As of September 30, 2024, the company held $1.82 billion in debt securities available for sale (AFS) and $838.9 million in securities held to maturity (HTM). The AFS portfolio had gross unrealized losses of $192.3 million, while the HTM portfolio had unrecognized losses of $126.5 million. Management attributes these losses to changes in market interest rates and does not believe they represent credit-related impairments, stating no intent to sell these securities at a loss Debt Securities Portfolio (Sep 30, 2024) | Category | Amortized Cost ($ in thousands) | Fair Value ($ in thousands) | Gross Unrealized/Unrecognized Losses ($ in thousands) | | :--- | :--- | :--- | :--- | | Available for Sale | 2,009,671 | 1,818,117 | (192,315) | | Held to Maturity | 838,883 | 712,369 | (126,514) | - Unrealized and unrecognized losses are primarily attributed to changes in market interest rates and conditions, not credit-related impairments. The company does not intend to sell securities in a loss position and expects full collection of contractual amounts[53](index=53&type=chunk) - Debt securities with a carrying amount of **$906.8 million** were pledged as collateral for public deposits and other purposes as of September 30, 2024[48](index=48&type=chunk) [Note 4. Portfolio Loans](index=24&type=section&id=Note%204.%20Portfolio%20Loans) Total portfolio loans increased to $7.81 billion at September 30, 2024, from $7.65 billion at year-end 2023. The portfolio is composed of 72.1% commercial loans and 27.9% retail loans. The Allowance for Credit Losses (ACL) decreased to $85.0 million, representing 1.09% of total loans, down from 1.20% at year-end. Non-accrual loans remained stable at 0.10% of total loans Loan Portfolio Composition | Loan Category | Sep 30, 2024 ($ in thousands) | Dec 31, 2023 ($ in thousands) | | :--- | :--- | :--- | | Total Commercial Loans | 5,631,281 | 5,635,048 | | Total Retail Loans | 2,177,816 | 2,015,986 | | **Total Portfolio Loans** | **7,809,097** | **7,651,034** | | Allowance for Credit Losses (ACL) | (84,981) | (91,740) | | **Portfolio Loans, Net** | **7,724,116** | **7,559,294** | Credit Quality Metrics | Metric | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Non-accrual Loans ($ in thousands) | 8,192 | 7,441 | | ACL as % of Portfolio Loans | 1.09% | 1.20% | | Non-accrual Loans as % of Portfolio Loans | 0.10% | 0.10% | - The ACL decreased from **$91.7 million** at year-end 2023 to **$85.0 million** at September 30, 2024. The change was driven by a provision for credit losses of **$7.3 million**, offset by net charge-offs of **$15.3 million** for the nine-month period[86](index=86&type=chunk) [Note 8. Regulatory Capital](index=43&type=section&id=Note%208.%20Regulatory%20Capital) As of September 30, 2024, both First Busey Corporation and Busey Bank exceeded the regulatory capital requirements to be considered "well capitalized". The company's key capital ratios, including a Common Equity Tier 1 (CET1) ratio of 13.78% and a Total Capital ratio of 18.19%, remain significantly above the minimums required, which include the capital conservation buffer Regulatory Capital Ratios (First Busey Corp.) - Sep 30, 2024 | Ratio | Actual | Minimum to be Well Capitalized | | :--- | :--- | :--- | | Common Equity Tier 1 (CET1) | 13.78% | 6.50% | | Tier 1 Capital | 14.65% | 8.00% | | Total Capital | 18.19% | 10.00% | | Leverage Ratio | 10.97% | N/A | - Management believes that as of September 30, 2024, all capital ratios for both the holding company and the bank exceeded the levels required to be designated as well capitalized[110](index=110&type=chunk) [Note 16. Operating Segments and Related Information](index=67&type=section&id=Note%2016.%20Operating%20Segments%20and%20Related%20Information) For the nine months ended September 30, 2024, the Banking segment was the primary driver of profitability, contributing $86.4 million in net income. The Wealth Management segment added $16.2 million, while the FirsTech segment contributed a modest $53 thousand. The 'Other' category, which includes parent company activities and intercompany eliminations, recorded a net loss of $17.1 million Net Income by Operating Segment (Nine Months Ended Sep 30, 2024) | Segment | Net Income ($ in thousands) | | :--- | :--- | | Banking | 86,410 | | Wealth Management | 16,177 | | FirsTech | 53 | | Other | (17,054) | | **Total Net Income** | **85,586** | - The Banking segment holds the vast majority of the company's assets (**$11.8 billion**) and goodwill (**$310.4 million**) as of September 30, 2024[202](index=202&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=70&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses a 2.4% decrease in total assets since year-end 2023, driven by a 3.4% decline in deposits. Net income for the first nine months of 2024 fell to $85.6 million from $96.8 million year-over-year, primarily due to a 39.7% increase in interest expense which compressed the net interest margin. Asset quality remains strong with non-performing loans at 0.11% of total loans. The company highlights its conservative banking strategy, strong capital position, and recent M&A activity, including the completed acquisition of M&M and the pending merger with CrossFirst [Business and Mergers & Acquisitions](index=71&type=section&id=Business%20and%20Mergers%20%26%20Acquisitions) First Busey operates as a financial holding company with a conservative strategy focused on a strong core deposit franchise, robust liquidity, and diversified lending. The company is expanding its footprint through M&A, having completed the acquisition of M&M Bank Corporation to enhance its Chicago presence and Life Equity Loan products, and has a pending merger with CrossFirst Bankshares, Inc. to further grow its operations - Busey's strategy is built on a conservative operating approach, remaining substantially core-deposit funded with a loan-to-deposit ratio of **78.5%** and core deposits representing **96.5%** of total deposits as of September 30, 2024[210](index=210&type=chunk) - The acquisition of M&M was completed on April 1, 2024, adding Life Equity Loan products and expanding Busey's presence in the suburban Chicago market[215](index=215&type=chunk) - A merger agreement with CrossFirst Bankshares, Inc. was signed on August 26, 2024, with an expected closing in Q1 or Q2 2025[213](index=213&type=chunk)[214](index=214&type=chunk) [Results of Operations](index=73&type=section&id=Results%20of%20Operations) For the third quarter of 2024, net income was $32.0 million, up from $30.7 million in Q3 2023. For the nine-month period, net income decreased to $85.6 million from $96.8 million year-over-year. The decline was driven by a 39.7% increase in interest expense, which outpaced the 11.6% growth in interest income, causing net interest income to slightly decrease. Noninterest income grew 15.3% year-to-date, led by wealth management fees and a gain on sale of mortgage servicing rights. Noninterest expense increased 5.5%, impacted by acquisition costs and higher salaries Net Interest Income and Margin (Nine Months Ended) | Metric | 2024 | 2023 | Change | | :--- | :--- | :--- | :--- | | Tax-Equivalent Interest Income | $393.3M | $352.3M | +11.6% | | Interest Expense | $151.3M | $108.4M | +39.7% | | Tax-Equivalent Net Interest Income | $242.0M | $244.0M | (0.8%) | | Net Interest Margin | 2.94% | 2.93% | +1 bps | - Noninterest income for the nine months ended Sep 30, 2024 increased **15.3%** to **$104.8 million**, driven by a **$7.7 million** gain on sale of mortgage servicing rights, a **7.5%** increase in wealth management fees, and a **7.1%** increase in payment technology solutions revenue[233](index=233&type=chunk)[234](index=234&type=chunk)[240](index=240&type=chunk) - Noninterest expense for the nine months ended Sep 30, 2024 rose **5.5%** to **$222.2 million**. Excluding **$4.6 million** in non-operating acquisition/restructuring costs, expenses increased **3.4%** due to higher salaries and data processing costs[246](index=246&type=chunk) [Financial Condition](index=86&type=section&id=Financial%20Condition) As of September 30, 2024, total assets stood at $11.99 billion, a 2.4% decrease from year-end 2023, mainly due to a 3.4% drop in deposits to $9.94 billion. Portfolio loans grew 2.2% to $7.72 billion, net of ACL. Asset quality remains strong, with non-performing assets at just 0.07% of total assets. The company maintains a robust liquidity position with over $3.18 billion in additional borrowing capacity and a strong capital base, with a CET1 ratio of 13.78% Asset Quality Metrics | Metric | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Non-Performing Loans to Portfolio Loans | 0.11% | 0.10% | | Non-Performing Assets to Total Assets | 0.07% | 0.06% | | ACL to Portfolio Loans | 1.09% | 1.20% | | ACL to Non-Performing Loans | 10.34x | 11.74x | - Total deposits decreased by **$347.9 million** (**3.4%**) since year-end 2023, with core deposits representing a strong **96.5%** of total deposits[262](index=262&type=chunk)[285](index=285&type=chunk) - The company maintains significant liquidity, with **$1.67 billion** in cash and unencumbered securities and an additional **$3.18 billion** in available borrowing capacity from sources like the FHLB and Federal Reserve[288](index=288&type=chunk)[289](index=289&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=107&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is interest rate risk. Busey uses simulation analysis to model the impact of interest rate changes on net interest income over one- and two-year horizons. As of September 30, 2024, the company's balance sheet is positioned to benefit from rising interest rates. A +100 basis point instantaneous rate shock is projected to increase net interest income by 2.12% in year one, while a -100 basis point shock would decrease it by 1.99% Interest Rate Sensitivity Analysis (Year-One Change in NII) | Rate Shock (bps) | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | +200 | +4.21% | +3.64% | | +100 | +2.12% | +1.81% | | -100 | (1.99)% | (1.91)% | | -200 | (3.90)% | (3.86)% | - The asset-liability committee meets at least quarterly to manage interest rate risk, primarily using balance sheet and income simulation analysis to model potential impacts on net interest income[326](index=326&type=chunk)[327](index=327&type=chunk) [Item 4. Controls and Procedures](index=108&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of September 30, 2024, and concluded they were effective. There were no material changes to the company's internal control over financial reporting during the third quarter of 2024 - The CEO and CFO concluded that as of September 30, 2024, disclosure controls and procedures were effective[330](index=330&type=chunk) - No material changes in internal control over financial reporting occurred during the third quarter of 2024[331](index=331&type=chunk) PART II OTHER INFORMATION [Item 1A. Risk Factors](index=108&type=section&id=Item%201A.%20RISK%20FACTORS) The company has identified new material risk factors, all of which relate to the pending merger with CrossFirst Bankshares, Inc. These risks include potential difficulties in integrating the two companies, the possibility of not realizing anticipated benefits, incurring substantial transaction costs, and the risk of losing key personnel. Additional risks involve potential delays or non-receipt of regulatory approvals, the impact of business uncertainties during the pending period, and the potential for stockholder litigation - The primary new risks are associated with the pending merger with CrossFirst, including integration challenges, failure to realize anticipated benefits, and incurring substantial costs estimated at approximately **$75.3 million** for both companies combined[337](index=337&type=chunk)[338](index=338&type=chunk)[339](index=339&type=chunk) - There is a risk that regulatory approvals may be delayed, not received, or impose burdensome conditions that could adversely affect the combined company[346](index=346&type=chunk)[347](index=347&type=chunk)[348](index=348&type=chunk) - Uncertainty during the merger process could disrupt business relationships, impair the ability to retain key personnel, and subject the company to contractual restrictions on pursuing other business opportunities[356](index=356&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=114&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%2C%20USE%20OF%20PROCEEDS%2C%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company did not repurchase any shares under its stock repurchase plan during the third quarter of 2024. As of September 30, 2024, there were 1,919,275 shares remaining available for purchase under the authorized plan - No shares were repurchased during the third quarter of 2024[367](index=367&type=chunk) - As of September 30, 2024, **1,919,275** shares remain authorized for repurchase under the existing plan[367](index=367&type=chunk)