FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
Commission File No. 0-15950 (First Busey Corporation)
Commission File No. 33-30095 (First Busey Corporation Profit Sharing Plan and
Trust)
Commission File No. 33-60402 (First Busey Corporation Employee Stock Ownership
Plan and Trust)
A. Full Title of the plans and the address of the plans, if different from
that of the issuer named before:
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
FIRST BUSEY CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
B. Name of the issuer of the securities held pursuant to the plans and the
address of its principle executive officer:
FIRST BUSEY CORPORATION
201 WEST MAIN STREET
URBANA, IL 61801
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No.
33-60402 on Form S-8 of the First Busey Corporation Employee Stock Ownership
Plan, of our report dated June 8, 2006, appearing in this Annual Report on Form
11-K of the First Busey Corporation Employee Stock Ownership Plan for the year
ended December 31, 2005.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
June 26, 2005
FIRST BUSEY CORPORATION
EMPLOYEES' STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
December 31, 2005 and 2004
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
Urbana, Illinois
FINANCIAL STATEMENTS
December 31, 2005 and 2004
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM...................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS............................ 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS.................. 3
NOTES TO FINANCIAL STATEMENTS.............................................. 4
SUPPLEMENTAL SCHEDULES
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)............. 10
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS.................. 11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Benefit Committee and Participants
First Busey Corporation Employees' Stock Ownership Plan
Urbana, Illinois
We have audited the accompanying statements of net assets available for benefits
of the First Busey Corporation Employees' Stock Ownership Plan ("the Plan") as
of December 31, 2005 and 2004, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2005. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2005 and 2004, and the changes in net assets available for benefits
for the year ended December 31, 2005 in conformity with U.S. generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) and schedule of reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
2005 financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic 2005 financial statements taken as a whole.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
June 8, 2005
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2005 and 2004
2 0 0 5 2 0 0 4
------------------------------------- -------------------------------------
Allocated Unallocated Total Allocated Unallocated Total
----------- ----------- ----------- ----------- ----------- -----------
ASSETS
Investment in First Busey Corporation common
stock, at fair value (Note 5) $24,565,052 $ 2,569,470 $27,134,522 $24,498,375 $ 3,099,195 $27,597,570
Money market fund 25,059 -- 25,059 528 -- 528
----------- ----------- ----------- ----------- ----------- -----------
Total investments 24,590,111 2,569,470 27,159,581 24,498,903 3,099,195 27,598,098
RECEIVABLES
Accrued interest receivable 131 -- 131 42 -- 42
Employer contributions receivable -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
131 -- 131 42 -- 42
----------- ----------- ----------- ----------- ----------- -----------
Total assets 24,590,242 2,569,470 27,159,712 24,498,945 3,099,195 27,598,140
LIABILITIES
Interest payable -- 21,747 21,747 -- -- --
Notes payable (Note 6) -- 2,058,200 2,058,200 -- 2,455,850 2,455,850
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $24,590,242 $ 489,523 $25,079,765 $24,498,945 $ 643,345 $25,142,290
=========== =========== =========== =========== =========== ===========
See accompanying notes to financial statements.
2.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2005
Allocated Unallocated Total
------------ ------------- ------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net unrealized appreciation in market
value of investments $ 12,983 $ 2,970 $ 15,953
Interest 654 -- 654
Dividends 651,975 83,385 735,360
Employer contributions 81,176 401,824 483,000
Allocation of 25,500 shares of First Busey Corporation
common stock, at market value 532,695 -- 532,695
------------ ------------ ------------
1,279,483 488,179 1,767,662
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Interest expense -- 109,306 109,306
Administrative expenses 55,969 -- 55,969
Distributions to participants:
Cash 1,223 -- 1,223
Stock (23,432 shares) 479,019 -- 479,019
Dividend distributions to participants 651,975 -- 651,975
Allocation of 25,500 shares of First Busey Corporation
common stock, at market value -- 532,695 532,695
------------ ------------ ------------
1,188,186 642,001 1,830,187
------------ ------------ ------------
NET INCREASE (DECREASE) 91,297 (153,822) (62,525)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 24,498,945 643,345 25,142,290
------------ ------------ ------------
End of year $ 24,590,242 $ 489,523 $ 25,079,765
============ ============ ============
See accompanying notes to financial statements.
3.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION
The following brief description of the First Busey Corporation Employees' Stock
Ownership Plan (the Plan) is provided for general information purposes only.
Participants should refer to the plan agreement for complete information.
General: First Busey Corporation (the Corporation) established the Plan
effective as of January 1, 1984. The Plan operates as a leveraged employee stock
ownership plan (ESOP), and is designed to comply with Section 4975(e)(7) and the
regulations thereunder of the Internal Revenue Code of 1986, as amended (the
Code), and is subject to the applicable provisions of the Employee Retirement
Income Security Act of 1974, as amended (ERISA). The Plan is administered by the
Corporation. First Busey Trust & Investment Co., a subsidiary of the
Corporation, is the Plan's Trustee.
The Plan purchased Corporation common shares using the proceeds of bank
borrowings (see Note 6) guaranteed by the Corporation and holds the stock in a
trust established under the Plan. The borrowings are to be repaid over a five-
to ten-year period by fully deductible corporation contributions to the trust
fund. As the Plan makes each payment of principal, an appropriate percentage of
stock are allocated to eligible employees' accounts in accordance with
applicable regulations under the Code.
The bank borrowings are collateralized by the unallocated shares of stock and
are guaranteed by the Corporation. The lender has no rights against shares once
they are allocated under the ESOP. Accordingly, the financial statements of the
Plan present separately the assets and liabilities and changes therein
pertaining to the accounts of employees with vested rights in allocated stock
(Allocated) and stock not yet allocated to employees (Unallocated).
Eligibility: Employees of the Corporation and its participating subsidiaries are
generally eligible to participate in the Plan after attaining the minimum age of
twenty-one and after one year of service, providing they worked at least 1,000
hours during such plan year. Participants who do not have at least 1,000 hours
of service during such plan year or are not employed on the last working day of
a plan year are generally not eligible for an allocation of Corporation
contributions for such year.
Payment of Benefits: No distributions from the Plan will be made until a
participant retires, dies (in which case, payment shall be made to his or her
beneficiary or, if none, his or her legal representatives), or otherwise
terminates employment with the Corporation and its participating subsidiaries.
Participants whose vested account balance is less than $1,000 are paid through a
lump sum. Distributions of all other participant balances are made in the form
of corporation common stock plus cash for any fractional share.
(Continued)
4.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION (Continued)
Voting Rights: Each participant is entitled to exercise voting rights
attributable to the shares allocated to his or her account and is notified by
the Trustee prior to the time that such rights are to be exercised. If the
Trustee does not timely receive voting directions from a participant, the
Trustee votes in the same proportions as the participants voted the allocated
shares. The Trustee is required, however, to vote any unallocated shares on
behalf of the collective best interests of plan participants and beneficiaries.
Termination: The Corporation reserves the right to terminate the Plan at any
time, subject to the Plan's provisions. Upon such termination of the Plan, the
interest of each participant in the trust fund will be distributed to such
participant or his or her beneficiary at the time prescribed by the Plan and the
Code. Upon termination of the Plan, the Corporation shall direct the Trustee to
pay all liabilities and expenses of the trust fund and to sell shares of
financed stock held in the loan suspense account to the extent it determines
such sale to be necessary in order to repay the loan. In the event of plan
termination, participants would become 100 percent vested in their accounts.
Participants' Accounts: The Plan is a defined contribution plan under which a
separate individual account is established for each participant. Each
participant's account is credited as of the last day of the plan year, with an
allocation of shares of the Corporation's common stock released by the Trustee
from the unallocated account and forfeitures of terminated participants'
nonvested accounts. Only those participants who are eligible employees of the
Corporation as of the last day of the plan year will receive an allocation.
Allocations of common stock are based on the eligible compensation of each
participant relative to total eligible compensation.
Vesting: Vesting in the participants' accounts is based on years of service with
the Corporation and its subsidiaries. A participant is 100 percent vested after
seven years of credited service.
Diversification: Diversification is offered to participants close to retirement
age so that they may have the opportunity to move part of the value of their
investment in the Corporation's stock into investments that are more
diversified. Participants who are at least the age of 55 with at least 10 years
of participation in the Plan may elect to diversify a portion of their account.
Diversification is offered to each eligible participant over a six-year period.
In each of the first five years, a participant may diversify up to 25 percent of
the number of post-1986 shares allocated to his or her account, less any shares
previously diversified. In the sixth year, the percentage changes to 50 percent.
Participants who elect to diversify may receive distributions in the form of
corporation common stock plus cash for any fractional share, receive a cash
distribution, or contribute cash from the sale of corporation common stock to
another qualified defined contribution plan.
(Continued)
5.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - PLAN DESCRIPTION AND BASIS OF PRESENTATION (Continued)
Dividends: Dividends on common stock allocated to participants' accounts are
distributed directly to the participant so that the dividends result in income
tax deductions for the Corporation.
Dividends on common stock not allocated to participants' accounts are used by
the Plan to pay interest and administrative expenses.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan are prepared using the
accrual basis of accounting.
Use of Estimates: The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts and disclosures, and
actual results may differ from those estimates.
Investment Valuation and Income Recognition: The common stock of the Corporation
is valued at fair value on December 31, 2005 and 2004. The Corporation's common
stock is traded on the NASDAQ Exchange. Fair value of the common stock is
determined by quoted market prices. The money market funds are valued at cost
which approximates fair value.
Dividend income is accrued on the ex-dividend date.
Purchases and sales of securities are recorded on a settlement-date basis.
Realized gains and losses from security transactions are reported on the
specific identification cost method.
Risks and Uncertainties: The Plan invests in money market funds and in the
common stock of the Corporation. These securities are exposed to various risks,
such as interest rate, market, and credit risks. Because of the level of risk
associated with investment securities and the level of uncertainty related to
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
(Continued)
6.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 3 - CONTRIBUTIONS
The Corporation is obligated to make contributions in cash to the Plan which,
when aggregated with the Plan's dividends and interest earnings, are equal to
the amount necessary to enable the Plan to make its regularly scheduled payments
of principal and interest due on its term loans.
The Corporation may also make discretionary contributions in cash to the Plan.
The Corporation made no discretionary contributions for the Plan year ended
December 31, 2005. Participant contributions to the Plan are not permitted under
the terms of the Plan.
NOTE 4 - ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist principally of First Busey Corporation common
stock, are held by First Busey Trust & Investment Co. (the "Trustee"), the
Trustee of the Plan. The Trustee of the Plan is a subsidiary of the plan
sponsor.
Corporation contributions are held and managed by the Trustee, which invests
cash received, interest, and dividend income and makes distributions to
participants. The Trustee also administers the payment of interest and principal
on the loans, which are reimbursed to the Trustee through contributions as
determined by the Corporation.
Certain administrative functions are performed by officers or employees of the
Corporation or its subsidiaries. No such officer or employee receives
compensation from the Plan. Administrative expenses for the Trustee's fees are
paid directly by the Plan.
NOTE 5 - INVESTMENTS
The Plan's investments consist solely of First Busey Corporation common stock as
follows:
2005 2004
------------------------ ------------------------
Allocated Unallocated Allocated Unallocated
----------- ----------- ----------- -----------
Number of shares 1,175,924 123,000 1,173,856 148,500
=========== =========== =========== ===========
Cost $ 4,788,358 $ 1,758,800 $ 4,521,839 $ 2,070,350
=========== =========== =========== ===========
Fair value $24,565,052 $ 2,569,470 $24,498,375 $ 3,099,195
=========== =========== =========== ===========
(Continued)
7.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 6 - NOTES PAYABLE
Notes payable consist of:
2005 2004
---------- ----------
Bank One, principal payment of $25,000 due annually on December 15, final payment due December 15, 2006. $ 25,000 $ 50,000
Bank One, principal payment of $237,000 due annually on December 15, final payment due December 15, 2009. 948,000 1,185,000
Bank One, principal payment of $135,650 due annually on December 31, beginning in 2004, final payment
due December 15, 2013. 1,085,200 1,220,850
---------- ----------
$2,058,200 $2,455,850
========== ==========
Shares of First Busey Corporation common stock secured as collateral 123,000 148,500
========== ==========
As of December 31, 2005, the interest rates on the above notes payable are at
one-year LIBOR plus 1.25%. The effective rate was 4.49% at December 31, 2005 and
2.75% at December 31, 2004. Interest on the above notes is paid quarterly.
As of December 31, 2005, the scheduled maturities of the notes payable are as
follows:
2006 $ 397,650
2007 372,650
2008 372,650
2009 372,650
2010 135,650
Thereafter 406,950
----------
$2,058,200
==========
NOTE 7 - TAX STATUS
The Internal Revenue Service has determined and informed First Busey Corporation
by a letter dated May 15, 2003 that the Plan is qualified and the trust
established under the Plan is tax-exempt, under the appropriate sections of the
Code. The Plan has been amended since receiving the determination letter.
However, the plan administrator believes that the Plan is currently designed and
is being operated in compliance with the applicable requirements of the Code.
Therefore, the Plan administrator believes that the Plan was qualified and the
related trust was tax-exempt as of the financial statement date.
(Continued)
8.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 8 - PARTY-IN-INTEREST TRANSACTIONS
Parties in interest are defined under Department of Labor's regulations as any
fiduciary of the plan, any party rendering service to the plan, the Corporation,
and certain others. The Plan holds the Corporation's stock as assets, which
qualifies as a party-in-interest investment.
The Plan paid fees to the following parties in interest for the years ended
December 31, 2005:
First Busey Trust & Investment Co. Trustee $ 30,000
Benefit Planning Consultants, Inc. Recordkeeper 16,219
Crowe Chizek and Company LLC Auditor 9,750
9.
SUPPLEMENTAL SCHEDULES
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-Digit Plan Number: 001
(c)
Description of
Investment Including
Maturity Date,
(b) Rate of Interest, (e)
Identity of Issue, Borrower, Collateral, Par or (d) Current
(a) or Similar Party Maturity Value Cost Value
--------------------------- -------------------- ------------- -------------
* First Busey Corporation Common stock $ 6,547,158 $ 27,134,522
* Busey Bank Money market fund 25,059 25,059
-------------
$ 27,159,580
=============
* Represents a party-in-interest investment.
10.
FIRST BUSEY CORPORATION EMPLOYEES' STOCK OWNERSHIP PLAN
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
Year ended December 31, 2005
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-Digit Plan Number: 001
(f) (h)
(a) Expense Current Value
Identity of (c) (d) (e) Incurred (g) of Asset on (i)
Party (b) Purchase Selling Lease With Cost Transaction Net Gain
Involved Description of Asset Price Price Rental Transaction of Asset Date (Loss)
------------------- -------------------- -------- --------- ------ ----------- -------- ------------- ----------
* First Busey
Corporation
(20 transactions) Common stock $ -- $ 479,019 $ -- $ -- $ 46,092 $ 479,019 $ 432,927
* Represents a party-in-interest transaction.
11.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No.
33-30095 on Form S-8 of the First Busey Corporation Profit Sharing Plan and
Trust, of our report dated June 12, 2006, appearing in this Annual Report on
Form 11-K of the First Busey Corporation Profit Sharing Plan and Trust for the
year ended December 31, 2005.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
June 26, 2006
FIRST BUSEY CORPORATION
PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
December 31, 2005 and 2004
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
Urbana, Illinois
FINANCIAL STATEMENTS
December 31, 2005 and 2004
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS.......................... 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS................ 3
NOTES TO FINANCIAL STATEMENTS............................................ 4
SUPPLEMENTAL SCHEDULES
SCHEDULE H, LINE 4a - DELINQUENT DEPOSITS OF PARTICIPANT CONTRIBUTIONS... 9
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)........... 10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Benefit Committee and Participants
First Busey Corporation Profit Sharing Plan and Trust
Urbana, Illinois
We have audited the accompanying statements of net assets available for benefits
of First Busey Corporation Profit Sharing Plan and Trust ("the Plan") as of
December 31, 2005 and 2004, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2005. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2005 and 2004, and the changes in net assets available for benefits
for the year ended December 31, 2005 in conformity with U.S. generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of delinquent
deposits of participant contributions and schedule of assets (held at end of
year) are presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic 2005 financial statements and, in our opinion,
are fairly stated in all material respects in relation to the basic 2005
financial statements taken as a whole.
/s/ Crowe Chizek and Company LLC
Indianapolis, Indiana
June 12, 2006
1.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2005 and 2004
2005 2004
------------------ ------------------
ASSETS
Investments
Investments (Note 3) $ 39,184,832 $ 37,021,946
Cash 23,401 -
------------------ ------------------
Total investments 39,208,233 37,021,946
Receivables
Employers' contributions 1,117,000 -
Participants' contributions 2,399 42,083
Accrued interest and dividends 35,564 84,308
------------------ ------------------
Total receivables 1,154,963 126,391
------------------ ------------------
NET ASSETS AVAILABLE FOR BENEFITS $ 40,363,196 $ 37,148,337
================== ==================
See accompanying notes to financial statements.
2.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2005
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Net appreciation in fair value of investments (Note 3) $ 1,280,415
Interest and dividends 772,916
------------------
2,053,331
Contributions:
Employers 1,117,000
Participants 1,428,298
Participant rollovers 218,408
------------------
2,763,706
------------------
Total additions 4,817,037
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 1,404,948
Administrative expenses 197,230
------------------
Total deductions 1,602,178
------------------
NET INCREASE 3,214,859
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 37,148,337
------------------
End of year $ 40,363,196
==================
See accompanying notes to financial statements.
3.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - PLAN DESCRIPTION
The following description of the First Busey Corporation Profit Sharing Plan and
Trust ("the Plan") provides only general information. Participants should refer
to the plan agreement for a more complete description of the Plan's provisions.
General: The Plan is a defined contribution plan covering substantially all
employees of First Busey Corporation and its subsidiaries ("the Employers") who
have attained the minimum age of 21, and have completed one year of service. It
is subject to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA").
Contributions: Each year, participants may contribute a percentage of their
pretax annual compensation, as defined in the plan, subject to limitations of
the Internal Revenue Code. Participants may also contribute amounts representing
distributions from other qualified plans. Eligible participants may also make
catch-up contributions to the Plan.
The Employers' contributions to the Plan are determined annually by the Board of
Directors. The Employers may make matching contributions to the Plan equal to a
percentage of the first 6% of total compensation that a participant contributes
to the Plan. The Employers may also make profit sharing contributions as
determined by the Board of Directors each year. Contributions are subject to
certain limitations. Beginning in 2005, any discretionary employer matching
contributions or profit sharing contributions will be allocated to the plan in
the following year, prior to the filing of the corporate tax return.
Participants direct the investment of the contributions into their account into
the various investment options offered by the Plan, including First Busey
Corporation common stock.
Participant Accounts: Each participant's account is credited with the
participant's contributions and an allocation of the Employers' contributions
and the Plan's earnings and is charged with an allocation of administrative
expenses. Allocations are based on participant earnings, participant
contributions, or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting: Participants are immediately vested in their voluntary contributions,
the Employers' matching contributions, and the respective plan earnings on those
contributions.
Vesting in the Employers' profit sharing contributions portion of their accounts
is based on years of continuous service. A participant is 100% vested after
seven years of credited service.
A participant is 100% vested upon reaching retirement age, death, or disability
regardless of years of service.
(Continued)
4.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 1 - PLAN DESCRIPTION (Continued)
Participant Loans: Participants may borrow from their fund accounts a minimum of
$1,000 up to a maximum of $50,000 or 50% of their vested account balance,
whichever is less. The loans are secured by the balance in the participant's
account and bear interest at the prime rate. Interest rates are fixed over the
term of the loan. Principal and interest is paid ratably through payroll
deductions.
Payment of Benefits: Upon termination of service, a participant is entitled to
receive an amount representing the vested interest in his or her account.
Participants whose vested balance is under $5,000 are paid through a lump sum.
Participants whose vested account balance is over $5,000 may elect to receive
their payment either as a lump-sum amount or as installments over a period not
longer than the life expectancy of the participant.
Forfeitures: The non-vested portion of terminated participants accounts plus
earnings thereon are forfeited and reallocated to participant accounts.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: The financial statements of the Plan have been prepared
using the accrual basis of accounting.
Use of Estimates: The preparation of financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts and disclosures, and
actual results may differ from those estimates.
Investment Valuation and Income Recognition: The Plan's investments are stated
at fair value. Securities traded on any recognized stock exchange are valued at
the last reported sales price at the valuation date. Securities not listed on an
exchange and securities for which no sale has been reported on that day are
valued at the closing bid price or at fair value as determined by the custodian.
Certificates of deposit and participant loans are valued at cost, which
approximates fair value.
Purchases and sales of securities are recorded on a settlement-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Payment of Benefits: Benefits are recorded when paid.
Concentration of Credit Risk: At December 31, 2005 and 2004, approximately 36%
and 37%, respectively, of the Plan's investment assets were invested in First
Busey Corporation common stock. Additionally, at December 31, 2005 and 2004, the
Plan held a certificate of deposit with Busey Bank valued at $1,617,556 and
$1,666,513, respectively.
(Continued)
5.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Risks and Uncertainties: The Plan provides for various investment options. The
underlying investment securities are exposed to various risks, such as interest
rate, market, and credit risks. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the
value of investment securities, it is at least reasonably possible that changes
in risks in the near term could materially affect participants' account balances
and the amounts reported in the statement of net assets available for benefits.
NOTE 3 - INVESTMENTS
The following investments represent 5% or more of the Plan's net assets at
December 31:
2005 2004
------------------ -----------------
INVESTMENTS AT FAIR VALUE AS DETERMINED BY
QUOTED MARKET PRICE
Common stock:
First Busey Corporation common stock
(673,898 shares and 649,372 shares, respectively) $ 14,077,729 $ 13,552,394
Shares of mutual funds:
Northern Institutional Small Company Index A 3,657,314 3,293,121
Vanguard Index 500 Admiral Shares 4,882,592 4,550,914
During 2005, the Plan's investments (including investments bought, sold, and
held during the year) appreciated in value by $1,280,415 as follows:
Common stocks $ 148,447
Shares of mutual funds 1,162,122
Corporate bonds, notes, and commercial paper (30,154)
-----------------
$ 1,280,415
=================
NOTE 4 - SHORT-TERM INVESTMENTS
Short-term investments at December 31, 2005 and 2004 include certificates of
deposit at Busey Bank, a subsidiary of First Busey Corporation, with an interest
rate of 3.25% and 1.75%, respectively, and a 30-day maturity. These deposits
include approximately $1,618,000 and $1,667,000, respectively, which are in
excess of federally insured limits.
(Continued)
6.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
Parties in interest are defined under Department of Labor's regulations as any
fiduciary of the Plan, any party rendering service to the Plan, the employer,
and certain others.
The Plan paid fees to the following parties in interest for the year ended
December 31, 2005:
First Busey Trust & Investment Co. Trustee $ 134,225
Benefit Planning Consultants, Inc. Recordkeeper 43,545
Crowe Chizek and Company LLC Auditor 9,750
The Plan held the following investments with parties in interest at December 31:
2005 2004
-------------- ---------------
First Busey Corporation Certificate of deposit $ 1,617,556 $ 1,666,513
First Busey Corporation Common stock 14,077,729 13,552,394
Participants Participant loans 385,610 319,610
Certain administrative functions are performed by officers or employees of the
Employers. No such officer or employee receives compensation from the Plan.
NOTE 6 - INCOME TAX STATUS
The Internal Revenue Service has determined and informed First Busey Corporation
by a letter dated August 30, 2001 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code ("IRC").
Although the Plan has been amended since receiving the determination letter, the
plan administrator believes that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the IRC.
NOTE 7 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Employers have the right
under the Plan to discontinue their contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of the Plan's
termination, participants will become 100% vested in their accounts.
7.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
December 31, 2005 and 2004
NOTE 8 - SUBSEQUENT EVENTS
As of January 2006, the Plan has changed recordkeeping services.
8.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4a - DELINQUENT DEPOSITS OF
PARTICIPANT CONTRIBUTIONS
December 31, 2005
SUPPLEMENTAL SCHEDULES
9.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4a - DELINQUENT DEPOSITS OF
PARTICIPANT CONTRIBUTIONS
December 31, 2005
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
Participant Contributions of the Current Plan Year Not Deposited
Into the Plan Within the Time Period Described in 29CFR 2510.3-102 $ 5,504
Amount fully corrected under the DOL's Voluntary Fiduciary Correction
Program (VFC Program) and PTE 2002-51 -
---------------
Delinquent Deposits of Current Plan Year Participant Contributions
Constituting Prohibited Transactions 5,504 *
Delinquent Deposits of Prior Year Participant Contributions
Not Fully Corrected -
---------------
Total Delinquent Deposits of Participant Contributions
Constituting Prohibited Transactions $ 5,504
===============
* Of this amount $5,504 has been fully corrected outside the VFC Program.
10.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
(c)
(b) Description of Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
----- --------------------------------- ----------------------------- ---- ---------------
COMMON STOCK
Abbott Laboratories Common stock # $ 42,111
Accenture, Ltd Bermuda Class A Common stock # 43,334
ADR Royal Dutch Shell PLC Sp ADR Common stock # 59,030
Alcoa, Inc. Common stock # 51,274
American International Group Common stock # 69,799
Analog Devices, Inc. Common stock # 34,435
Bank of America Corp. Common stock # 49,473
Best Buy Inc. Common stock # 78,655
BP PLC Sponsored ADR Common stock # 64,220
Bristol Myers Squibb Co. Common stock # 15,626
Burlington Resources Common stock # 192,226
Century Tel, Inc. Common stock # 14,093
Cisco Systems, Inc. Common stock # 37,664
Citigroup, Inc. Common stock # 57,023
Colgate-Palmolive Co. Common stock # 33,678
Dentsply Int'l, Inc. Common stock # 68,294
Disney Common stock # 45,447
DuPont (E.I.) deNemours & Co. Common stock # 36,890
Exelon Corp. Common stock # 28,855
Expeditors International of Wash. Common stock # 77,704
Exxon Mobil Corp Common stock # 80,548
* First Busey Corporation Common stock # 14,077,729
First Data Corp. Common stock # 68,601
General Dynamics Corp. Common stock # 65,579
General Electric Co. Common stock # 66,455
Home Depot Inc. Common stock # 46,471
International Business Machines Common stock # 41,100
(Continued)
11.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
(c)
(b) Description of Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
----- --------------------------------- ------------------------------ ------ ---------------
COMMON STOCK
ITT Industries Common stock # $ 81,125
Kohl's Corp. Common stock # 62,402
Lilly (Eli) & Co. Common stock # 19,071
McDonald's Corp. Common stock # 70,542
Microsoft Corporation Common stock # 46,024
Nike Inc. C1 'B' Common stock # 53,723
Nokie Corp (Finland) ADR Common stock # 16,287
Pepsico Common stock # 68,474
Pfizer, Inc. Common stock # 25,652
Procter & Gamble Common stock # 79,180
Sara Lee Corp Common stock # 44,982
State Street Corp. Common stock # 61,317
Target Corp. Common stock # 20,504
Teva Pharmaceutical Ind Ltd ADR Common stock # 86,020
United Technologies Corp. Common stock # 81,852
Wal-Mart Stores, Inc. Common stock # 42,354
Wells Fargo & Co New Common stock # 66,914
Wyeth Common stock Common stock # 17,368
---------------
16,490,105
(Continued)
12.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
(c)
(b) Description of Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
----- --------------------------------- ---------------------------------- ---- ---------------
MUTUAL FUNDS
ABN AMRO Asset Management ABN AMRO/Montag & Caldwell
Growth Fund (N) # $ 1,057,476
American Century American Century International
Growth Investors Fund # 1,201,987
Acadian Emerging Markets Fund # 139,413
Dodge & Cox Dodge & Cox Stock Fund # 1,068,480
Fidelity Investments Fidelity Advisor Equity Growth
Fund (Class I) # 1,072,647
Fidelity Investments Fidelity Advisor Small Cap Fund
(Class I) # 114,061
Fidelity Investments Fidelity Diversified International
Fund # 1,204,090
Franklin Templeton
Investments Mutual Shares Fund (Class Z) # 1,038,446
Northern Trust Northern Institutional
Intermediate Bond Fund (A) # 600,444
Northern Trust Northern Institutional Small
Company Index Fund (A) # 3,657,314
Rainier Investment
Management Rainier Core Equity Portfolio # 1,078,335
Pimco GNMA Inst'l Fund # 199,637
T. Rowe Price T. Rowe Price Mid-Cap
Growth Fund # 1,112,207
Vanguard Vanguard Index 500 Admiral
Shares Fund # 4,882,592
Vanguard Vanguard Inflation Protected Secs
Securities Fund # 594,574
---------------
$ 19,021,703
(Continued)
13.
FIRST BUSEY CORPORATION PROFIT SHARING PLAN AND TRUST
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
Name of Plan Sponsor: First Busey Corporation
Employer Identification Number: 37-1078406
Three-digit Plan Number: 002
(c)
(b) Description of Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par or Maturity Value Cost Value
----- --------------------------------- ---------------------------------- ---- ---------------
CORPORATE BONDS, NOTES, AND
COMMERCIAL PAPER
AIG SunAmerica Global Finance $50,000, 5.850%, due 08/01/08 # $ 51,052
Bank One Corp. Notes $50,000, 6.875%, due 08/01/06 # 50,539
Bristol-Myers Squibb $50,000, 5.750%, due 10/01/11 # 51,639
Ford Motor Credit Corp. $50,000, 6.125%, due 01/09/06 # 49,974
General Electric Capital Corp $100,000, 4.375%, due 11/21/11 # 97,087
Goldman Sachs Group Inc. $100,000, 5.700%, due 09/01/12 # 102,868
Household Finance Corp. $50,000, 4.750%, due 05/15/09 # 49,455
Lehman Brothers Holdings, Inc. $50,000, 4.375%, due 11/30/10 # 48,745
Loews Corp. $150,000, 6.750%, due 12/15/06 # 151,806
Merrill Lynch & Co. Inc. $50,000, 4.500%, due 11/04/10 # 48,894
Morgan Stanley Dean Witter $50,000, 6.875%, due 03/01/07 # 50,977
NationsBank Corp. $75,000, 6.375%, due 02/15/08 # 77,230
SBC Communications, Inc. $50,000, 4.125%, due 09/15/09 # 48,281
United Health Group, Inc. $50,000, 3.375%, due 08/15/07 # 48,866
------------------
927,413
SHORT-TERM INVESTMENTS
* Busey Bank Certificate of Deposit, 3.250%,
due 01/09/06 # 1,617,556
Northern Trust Northern Institutional
Governmental Portfolio # 742,445
------------------
2,360,001
NOTES RECEIVABLE PARTICIPANTS
* Participant loans Interest rates ranging from
4.000% to 8.000% 385,610
------------------
$ 39,184,832
==================
* Represents a party-in-interest transaction.
# Investments are participant-directed; therefore, cost information is not
disclosed.
14.
SIGNATURES
The Plan, pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Aaron Sutton
----------------------------------------
First Busey Corporation Profit Sharing
Plan and Trust
The Plan, pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
/s/ Aaron Sutton
----------------------------------------
First Busey Corporation Employee Stock
Ownership Plan