UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1 to Form 10-k)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO __________
COMMISSION FILE NUMBER 000-32535
FIRST BANCTRUST CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED ITS CHARTER)
DELAWARE 37-1406661
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
101 SOUTH CENTRAL AVENUE 61944
PARIS, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 217-465-6381
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:
COMMON STOCK
NASDAQ CAPITAL MARKET (PAR VALUE $0.01 PER SHARE)
(NAME OF EXCHANGE ON WHICH REGISTERED) (TITLE OF CLASS)
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No X
--- ---
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No X
--- ---
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer Accelerated filer Non-accelerated filer X
--- --- ---
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $25,368,775 as of June 30, 2006.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 2,293,400 shares of common
stock as of March 9, 2007.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K into which the document is incorporated:
(1) Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 2006 are incorporated by reference into Parts II and III.
(2) Portions of the definitive proxy statement for the Annual Meeting of
Stockholders, scheduled for April 23, 2007, are incorporated by reference
into Part III.
INDEX
PAGE
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PART I
Item 1. Description of Business 1
Item 1A. Risk Factors 35
Item 1B. Unresolved Staff Comments 36
Item 2. Properties 36
Item 3. Legal Proceedings 36
Item 4. Submission of Matters to a Vote of Security Holders 36
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 37
Item 6. Selected Financial Data 38
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 38
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 38
Item 8. Financial Statements and Supplementary Data 39
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 39
Item 9A. Controls and Procedures 39
Item 9B. Other Information 40
PART III
Item 10. Directors, Executive Officers and Corporate Governance 40
Item 11. Executive Compensation 40
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 41
Item 13. Certain Relationships and Related Transactions, and
Director Independence 41
Item 14. Principal Accountant Fees and Services 41
PART IV
Item 15. Exhibits and Financial Statement Schedules 41
SIGNATURES 44
FORWARD-LOOKING STATEMENTS
In addition to historical information, this filing may include certain
forward-looking statements based on current management expectations. The
forward-looking statements are identifiable by the use of the terms "believes,"
"expects," "anticipates," "estimates," "intends," "consider," "plans," "seeks,"
and similar expressions. The Company's actual results could differ materially
from those management expectations. Factors that could cause future results to
vary from current management expectations include, but are not limited to,
general economic conditions, legislative and regulatory changes, monetary and
fiscal policies of the federal government, changes in tax policies, rates and
regulations of federal, state, and local tax authorities, changes in interest
rates, deposit flows, the cost of funds, demand for loan products, demand for
financial services, competition, changes in the quality of competition, changes
in the quality or composition of the Company's loan and investment portfolios,
changes in accounting principles, policies, or guidelines, and other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices.
PART I
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A ("Form 10-K/A") to the Company's Annual
Report on Form 10-K for the year ended December 31, 2006, initially filed with
the Securities and Exchange Commission ("SEC") on March 28, 2007, reflects a
revision to page 43 of Exhibit 13 to the original Form 10-K, which Exhibit 13 is
incorporated by reference into Part II, Item 8 of the Form 10-K. The EDGAR
version of Exhibit 13 to the original Form 10-K as filed with the SEC
inadvertently omitted the signature of BKD, LLP, the Company's independent
accounting firm. We are filing this Form 10-K/A to correct this oversight.
This Form 10-K/A only amends Exhibit 13 and Part II, Item 8 thereby of the
original filing. Although this Form 10-K/A contains all of the items required to
be included in an Annual Report on Form 10-K, no other information in the
original filing is amended hereby. In addition, pursuant to the rules of the
SEC, Item 15 of Part IV has been amended to contain currently dated
certifications from the Company's Chief Executive Officer and Chief Financial
Officer, as required by sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
These updated certifications are attached to this Form 10-K/A as exhibits 31.1,
31.2, 32.1 and 32.2.
ITEM 1. DESCRIPTION OF BUSINESS
General
First BancTrust Corporation (the "Company") was incorporated in November 2000
under Delaware law. On April 18, 2001, the Company acquired all of the
outstanding shares of common stock of First Bank & Trust, s.b. of Paris,
Illinois, ("First Bank" or the "Bank") upon the Bank's conversion from an
Illinois chartered mutual savings bank to an Illinois chartered stock savings
bank (the "Conversion"). The Company purchased 100% of the outstanding capital
stock of the Bank using 50% of the net proceeds from the Company's initial stock
offering which was completed on April 18, 2001. The Company sold 3,041,750
shares of common stock in the initial offering at $5 per share. The Company
began trading on the Nasdaq Small Cap Market on April 19, 2001 under the symbol
"FBTC". At December 31, 2006, the Company had consolidated total assets,
liabilities and stockholders' equity of $311.1 million, $284.4 million, and
$26.7 million, respectively.
The Company's assets on an unconsolidated basis at December 31, 2006 consisted
primarily of the investment in the Bank of $31.1 million, investment in First
Charter Service Corporation of $74,000, investment in ECS Service Corporation
doing business as Edgar County Title of $332,000, and investment in FBTC
Statutory Trust I of $186,000, interest-bearing demand deposits of $139,000, an
Employee Stock Ownership Plan ("ESOP") loan to the Bank of $396,000,
available-for-sale securities of $102,000, premises and equipment of $152,000,
cash surrender value of life insurance of $68,000, and other assets of $318,000.
The Company originates loans and solicits deposits through the Bank, but
otherwise conducts no significant business except through the Bank and the
Company's other non-bank subsidiaries.
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The Bank was founded in 1887, and continued as an Illinois mutual savings and
loan, until January, 1990 when it was merged with First Federal Bank, a federal
mutual savings bank. In June, 1995, the charter was converted to an Illinois
mutual savings bank, and the name modified to First Bank & Trust, s.b. As
previously stated, First Bank converted to an Illinois stock savings bank in
April, 2001. The Bank conducts business out of its main office and finance
center branch in Paris, Illinois, in Edgar County, and branch offices in
Marshall and Martinsville, Illinois in Clark County, and Savoy, and Rantoul,
Illinois in Champaign County. The primary market areas of Clark and Edgar
counties are located in east central Illinois, just west of Terre Haute,
Indiana, and are both rural counties where agriculture is responsible for a
large share of the local economy. The Bank opened a satellite facility in May,
2006 in Martinsville, located approximately ten miles west of the Marshall
branch. In September, 2003, the Bank began operations in a temporary facility in
Savoy, Illinois, until the move into a permanent facility in August, 2004. The
Savoy market area is immediately adjacent to the large urban markets of
Champaign and Urbana, and shows strong demographic characteristics. The
community has experienced higher than average population growth, resulting in
new housing construction. The Savoy market is characterized by a younger
population, due to its proximity to the University of Illinois in
Champaign-Urbana. The majority of the labor force in this area is employed in
managerial or professional occupations. In October, 2005, the Company acquired
all of the outstanding common shares of Rantoul First Bank, SB, located in
northern Champaign County. The transaction was accounted for as a purchase, and
the entity merged into the Bank's operations at the date of acquisition. Rantoul
is also adjacent to the Champaign-Urbana urban area, located approximately 15
miles north of Champaign-Urbana. In December, 2006, the Bank acquired a second
Rantoul branch location and deposits from another financial institution.
As of December 31, 2006, the Bank had total assets of $310.0 million, total
liabilities of $278.9 million, and total equity of $31.1 million. Total assets
grew by $36.6 million, the majority from an increase in cash and cash
equivalent, loans, and premises and equipment, which was primarily funded by an
increase in deposits, and a reduction in investments. Net income of $1.5 million
in 2006, increased by $118,000 or 8.5%, which was primarily attributable to
increases in net interest income of $576,000, and noninterest income of
$732,000, and a reduction in the provision for loan losses of $280,000,
partially offset by increases in noninterest expense of $1.4 million and
$110,000 in income tax expense.
Business of the Company
The Company's principal business consists primarily of attracting deposits from
the general public and using those funds to originate loans secured by one-to
four-family residential properties, commercial real estate loans, agricultural
real estate loans, commercial and industrial loans, agricultural production
finance loans, consumer loans and other loans. A substantial number of single
family residential mortgage loans and agricultural loans have been sold into the
secondary market, and the Company retains servicing rights to those loans. At
December 31, 2006, the Company's loan portfolio including loans held for sale,
totaled $188.5 million. In addition, at December 31, 2006 the Company serviced
$88.5 million in loans ($81.1 million of residential loans and $7.4 million of
agricultural loans). The Company also invests in U.S. government securities,
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municipal securities, and mortgage-backed securities. At December 31, 2006, the
Company's securities portfolio totaled $69.3 million, of which $64.5 million are
designated as available for sale, and $4.8 million are designated as held to
maturity. The Company also had $15.6 million invested in interest-bearing demand
deposits at December 31, 2006.
The Company's revenues are derived principally from interest on its mortgage,
consumer, agriculture and commercial loans, interest on its securities, gains on
loan sales, loan servicing fees, abstract and title fees, service charges on
deposits, and other customer fees. The Company's primary sources of funds are
deposits, loan repayments, sales of loans in the secondary market, purchases of
federal funds, and advances (loans) from the Federal Home Loan Bank ("FHLB").
The Company's ability to earn a profit depends on net interest income, which is
the difference between the interest income earned on interest-earning assets,
such as mortgage, commercial and consumer loans, and the interest expense paid
on interest-bearing liabilities, such as deposits and borrowings. The Company's
profitability depends on its ability to manage assets and liabilities during
periods of changing interest rates. To a lesser extent, the Company's
profitability depends on the ability to continue to generate noninterest income
from services provided to its customers.
Lending Activities
GENERAL. At December 31, 2006, the net loan portfolio before allowance for loan
losses, of the Company totaled $187.7 million, representing 60.3% of total
assets at that date. One of the principal lending activities of the Company is
the origination of one-to-four family (which are also known as single-family)
residential loans. At December 31, 2006, single-family residential loans
amounted to $66.7 million or 35.4% of the total loan portfolio. Of this amount,
$9.0 million consisted of second mortgage or home equity loans. In addition, the
Company originates commercial real estate loans, agricultural real estate loans,
commercial and industrial loans, agricultural production finance loans, consumer
loans and tax-exempt loans. On a limited basis, the Company offers multi-family
loans and construction loans.
The types of loans the Company may originate are subject to federal and state
laws and regulations. Interest rates charged on loans are affected principally
by the demand for such loans and the supply of money available for lending
purposes and the rates offered by competitors. These factors are, in turn,
affected by general and economic conditions, the monetary policy of the federal
government, including the Federal Reserve Board, legislative and tax policies,
and governmental budgetary matters.
LOAN PORTFOLIO COMPOSITION. The following table sets forth the composition of
the Company's loan portfolio by type of loan at the dates indicated.
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12/31/06 12/31/05 12/31/04 12/31/03 12/31/02
Amount Amount Amount Amount Amount
-------- -------- -------- -------- --------
Real estate loans:
One-to-four family $ 66,665 $ 51,823 $ 37,568 $ 36,513 $ 39,635
Multi-family 3,417 695 716 266 300
Commercial 33,751 33,244 16,902 10,124 9,756
Construction 2,423 2,423 1,516 2,275 724
Agricultural loans 26,983 20,913 16,937 13,908 12,570
Commercial and industrial 7,360 7,886 6,411 6,417 6,045
Agricultural production finance 18,897 15,442 13,603 12,357 11,570
Consumer loans:
Vehicle 21,793 21,305 20,801 21,035 21,968
Consumer finance 877 872 800 823 1,005
Share 1,012 708 472 533 736
Other 3,857 3,531 3,099 3,169 2,875
Other loans 1,600 1,677 1,769 1,983 902
-------- -------- -------- -------- --------
Total loans receivable 188,635 160,519 120,594 109,403 108,086
Less:
Undisbursed portion of loans 87 164 17 23 328
Unearned discount and fees 882 808 829 845 614
Allowance for loan losses 2,222 2,662 2,300 2,124 1,962
-------- -------- -------- -------- --------
Loans receivable, net $185,444 $156,885 $117,448 $106,411 $105,182
======== ======== ======== ======== ========
Loans held for sale, net of unrealized losses, at December 31, 2006 amounted to
$836,000, and are not included in the above table. These loans are single family
dwellings committed for sale to the Federal Home Loan Mortgage Corporation and
Illinois Housing Development Authority.
ORIGINATION OF LOANS. The lending activities of the Company are subject to the
written underwriting standards and loan origination procedures established by
the Board of Directors and management. Loan originations are obtained through a
variety of procedures, including referrals from real estate brokers, builders
and existing customers. The loan officers obtain financial data and credit
information from the applicant, and, within their limits, make the decision to
extend credit to the borrower. Loan processing personnel will order the
appraisal on the property, and collect other necessary information to complete
the loan documentation. Property valuations on loans over $250,000 are performed
by independent outside appraisers approved by the Executive Officers. A written
evaluation is required for all real estate loans in the amount of less than
$250,000 by a qualified individual.
Under the real estate lending policy of the Company, a title opinion or a title
insurance policy must be obtained for each real estate loan over $5,000, as well
as fire and extended casualty insurance. Flood insurance is required when the
property is in a flood hazard area designated by the Department of Housing and
Urban Development. The Company
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generally does not require borrowers to advance funds to an escrow account for
the payment of real estate taxes or hazard insurance premiums, although loans
originated through specific programs such as Rural Development, Illinois Housing
Development Authority or FHA/VA may require the use of escrow accounts.
The Company's loan approval process is intended to assess the borrower's ability
to repay the loan, the viability of the loan and the adequacy of the collateral
that will secure the loan. The Company's loan policy assigns aggregate lending
limits to officers of the Company depending on the type of loan and whether the
loan is secured or unsecured. Two loan officers acting in concert may combine
their lending limits to approve an individual loan, up to a limit of 2.5% of
qualified capital. Management has established an executive officers' loan
committee, which may generally approve credit requests up to 5% of qualified
capital. The Board of Directors has established a loan committee of directors,
which currently includes five independent directors. The loan committee of
directors will review requests that have been submitted by the executive loan
committee, and can approve loans up to 10% of qualified capital. Any credit in
excess of 10% of qualified capital must be approved by the executive loan
committee, the directors' loan committee, and submitted to the full Board of
Directors for their approval.
Although federal laws and regulations permit savings institutions to originate
and purchase loans secured by real estate located throughout the United States,
the Company concentrates its lending activity on its primary market area of
Edgar, Clark, Vermilion, and Champaign counties, Illinois. A savings institution
generally may not make loans to one borrower and related entities in an amount
which exceeds the greater of (i) 20% of its unimpaired capital and surplus,
although loans in an amount equal to an additional 10% of unimpaired capital and
surplus may be made to a borrower if the loans are fully secured by readily
marketable securities, and (ii) $500,000. As an Illinois-chartered savings bank,
the Bank is permitted to invest without limitation as a percentage of assets in
residential mortgage loans and up to 400% of its capital in loans secured by
non-residential or commercial real estate. The Bank may also invest in secured
and unsecured consumer loans in an amount not exceeding 35% of total assets.
This 35% limitation may be exceeded for certain types of consumer loans such as
home equity and property improvement loans secured by residential real property.
In addition, the Bank may invest up to 10% of its total assets in secured and
unsecured loans for commercial, corporate, business or agricultural purposes.
The Bank has received a waiver from the Illinois Department of Financial and
Professional Regulation regarding its ability to exceed this 10% limit. The Bank
is subject to its internal loans-to-one borrower limitation of 15% of unimpaired
capital.
MATURITY OF LOAN PORTFOLIO. The following table presents certain information at
December 31, 2006, regarding the dollar amount of loans maturing in the
Company's portfolio based on their contractual terms to maturity or scheduled
amortization, but does not include potential prepayments. Demand loans, loans
having no stated schedule of repayments and no stated maturity, and overdrafts
are reported as becoming due within one year. Loan balances do not include
undisbursed loan proceeds, net deferred origination costs and allowance for loan
losses.
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At December 31, 2006
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Commercial Agricultural
Real and Production Other Total
Estate Industrial Finance Consumer Loans Loans
-------- ---------- ------------ -------- ------ --------
(In Thousands)
AMOUNTS DUE IN:
One year or less $ 18,098 $3,637 $12,940 $ 2,574 $ 27 $ 37,276
More than one year to five
years 30,130 2,495 4,936 24,743 -- 62,304
More than five years 85,011 1,228 1,021 222 1,573 89,055
-------- ------ ------- ------- ------ --------
Total amount due $133,239 $7,360 $18,897 $27,539 $1,600 $188,635
======== ====== ======= ======= ====== ========
The following table sets forth the dollar amount of all loans, before net items,
due after December 31, 2007 which have fixed interest rates or which have
floating or adjustable rates.
Floating or
Fixed-Rates Adjustable-Rates Total
----------- ---------------- --------
(In Thousands)
Real estate loans:
One-to-four family $16,888 $42,951 $ 59,839
Multi-family 2,739 141 2,880
Commercial 15,003 11,944 26,947
Construction 12 366 378
Agricultural loans 13,662 11,435 25,097
Commercial and industrial 1,839 1,884 3,723
Agricultural production finance 3,733 2,224 5,957
Consumer loans:
Vehicle 21,039 -- 21,039
Consumer finance 754 -- 754
Share 50 7 57
Other 3,065 50 3,115
Other loans -- 1,573 1,573
------- ------- --------
Total loans receivable $78,784 $72,575 $151,359
======= ======= ========
Scheduled contractual maturities of loans do not necessarily reflect the actual
expected term of the loan portfolio. The average life of mortgage loans is
substantially less than their average contractual terms because of prepayments.
The average life of mortgage loans tends to increase when current mortgage rates
are higher than rates on existing mortgage loans and, conversely, decrease when
rates on current mortgage loans are lower than existing mortgage loan rates (due
to refinancing of adjustable-rate and fixed-rate loans at lower rates). Under
the latter circumstance, the weighted average yield on loans decreases as higher
yielding loans are repaid or refinanced at lower rates.
ONE- TO FOUR-FAMILY RESIDENTIAL REAL ESTATE LOANS. One of the primary lending
activities of the Company is the origination of loans secured by single-family
residences. At December 31, 2006, $66.7 million or 35.4% of the total loan
portfolio consisted of
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single-family residential loans. Of this amount, $9.0 million consisted of
second mortgage or home equity loans.
The Company's present lending policy on one-to-four family regular conventional
residential mortgage loans generally limits the maximum loan-to-value to 80% of
the appraised value of the property. If the Company originates a residential
mortgage loan with a loan-to-value in excess of 80%, the Company may require the
borrower to obtain private mortgage insurance. An alternative mortgage product
is available for owner occupied one to four family residential properties within
the Bank's market area which generally allows financing to qualified applicants
of up to 100% of the purchase price or the appraised value, whichever is less.
Residential mortgage loans are typically amortized on a monthly basis with
principal and interest due each month.
The Company's residential mortgage loans have either fixed rates of interest or
interest rates which adjust periodically during the term of the loan. Fixed-rate
loans generally have maturities from 5 to 30 years and are fully amortizing with
monthly payments sufficient to repay the total amount of the loan with interest
by the end of the loan term. The Company's fixed-rate conventional loans
generally are originated under terms, conditions and documentation which permit
them to be sold to U.S. government-sponsored agencies, such as the Federal Home
Loan Mortgage Corporation, and other investors in the secondary market for
mortgages. The Company sells a majority of qualifying fixed-rate conventional
loans with terms greater than 10 years in the secondary market. At December 31,
2006, $22.6 million, or 33.9% of the Company's single-family residential
mortgage loans were fixed-rate loans.
The adjustable-rate single-family residential mortgage loans currently offered
by the Company have interest rates which adjust every one, three or five years
in accordance with a designated index such as one-, three-, or five-year U.S.
Treasury obligations adjusted to a constant maturity, plus a stipulated margin.
In addition, the Company offers an adjustable mortgage loan with a fixed-rate
for the first three or five years which adjusts on an annual basis thereafter.
The Company's adjustable-rate single-family residential real estate loans
generally have a cap of 1% or 2% on any increase or decrease in the interest
rate at any adjustment date, and include a specified cap on the maximum interest
rate over the life of the loan, which is generally 6% above the initial rate.
Such loans generally are underwritten based on the initial rate. The Company's
adjustable-rate loans require that any payment adjustment resulting from a
change in the interest rate of an adjustable-rate loan be sufficient to result
in full amortization of the loan by the end of the loan term, and thus, do not
permit any of the increased payment to be added to the principal amount of the
loan, or so-called negative amortization. At December 31, 2006, $44.0 million or
66.1% of the Company's single-family residential mortgage loans were
adjustable-rate loans.
At December 31, 2006, the Company's second mortgage or home equity loans
amounted to $9.0 million or 4.8% of the total loan portfolio. These loans are
secured by the underlying equity in the borrower's residence, and accordingly,
are reported with the one-to-four family real estate loans. As a result, the
Company generally requires loan-to-value ratios of 90% or less after taking into
consideration the first mortgage held by the Company. If the Company does not
own or service the first mortgage, it may limit the
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total loan-to-value ratio to 80%. These loans typically have ten-year terms with
an interest rate adjustment after five years. Home equity lines-of-credit are
also offered to qualified applicants to fund up to 100% of the equity in the
borrower's home, based on the appraised value of the property, if the Company
holds the first mortgage on the property. For all others, the maximum
loan-to-value is eighty percent of the appraised value of the property. Home
equity lines-of-credit are adjustable rate products priced off of the "prime"
rate, and reprice monthly.
Adjustable-rate loans decrease the risks associated with changes in interest
rates but involve other risks, primarily because as interest rates increase, the
loan payment by the borrower increases to the extent permitted by the terms of
the loan, thereby increasing the potential for default. Moreover, as with
fixed-rate loans, as interest rates increase, the marketability of the
underlying collateral property may be adversely affected by higher interest
rates. The Company believes that these risks, which have not had a material
adverse effect on the Company to date, generally are less than the risks
associated with holding fixed-rate loans in an increasing interest rate
environment.
COMMERCIAL REAL ESTATE LOANS. The Company's commercial real estate portfolio
primarily consists of loans secured by office buildings, warehouses, production
facilities, recreational facilities, retail stores and restaurants located
within the Company's market area. Commercial real estate loans amounted to $33.8
million or 17.9% of the total loan portfolio as of December 31, 2006 with an
average loan balance of approximately $134,000.
The Company's commercial real estate loans typically have a loan-to-value ratio
of 80% or less and generally have higher interest rates than single-family
residential loans. Loans secured by raw land cannot exceed 65% of the appraised
value, and loans secured by real estate to be used for land development can not
exceed 75% loan-to-value. The maximum term of the Company's commercial real
estate loans cannot exceed 30 years. Generally, terms for commercial real estate
loans are not longer than 10 years, and are based on an amortization schedule of
up to thirty years. At December 31, 2006, fixed rate commercial real estate
loans totaled $21.0 million, while adjustable rate commercial real estate loans
totaled $12.8 million.
Commercial real estate lending is generally considered to involve a higher
degree of risk than one-to-four family residential lending. Such lending
typically involves large loan balances concentrated in a single borrower or
groups of related borrowers for rental or business purposes. In addition, the
payment experience on loans secured by income-producing properties is typically
dependent on the success of the operation of the related project and thus is
typically affected by adverse conditions in the real estate market and in the
economy. The Company generally attempts to mitigate the risks associated with
its commercial real estate lending by, among other things, lending primarily in
its market area and using low loan-to-value ratios in the underwriting process.
AGRICULTURAL REAL ESTATE LOANS. At December 31, 2006, the Company's agricultural
loans amounted to $27.0 million or 14.3% of the total loan portfolio. The
Company's agricultural loans are primarily secured by farmland located in its
market area and other counties in east-central Illinois and western Indiana. The
Company's adjustable rate
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agricultural real estate loans have interest rates which generally adjust every
one, three or five years in accordance with a designated index and are generally
amortized over 20 or 30 years. A portion of these agricultural real estate loans
also include a balloon payment after 10 years. Fixed rate agricultural real
estate loans generally are for terms of up to 15 years, although many are
amortized over longer periods, and include a balloon payment at maturity. The
Company's lending policies on agricultural loans originated for its portfolio
generally limit the maximum loan-to-value ratio to 80% of the lesser of the
appraised value or purchase price of the property.
Many agricultural real estate loans to farmers have been underwritten by agency
guidelines to qualify for a government guarantee of up to 90% of the original
loan amount, which in turn qualifies them to be sold to a variety of investors
in the secondary market. Once the government guarantee is secured from Farmers
Home Loan Administration, the guarantee covers up to 90% of any loss on the
loan. By way of example, assume that the Company originates a conforming
$100,000 agricultural loan, secures a 90% guarantee from Farmers Home Loan
Administration, and subsequently sells $90,000 of the loan in the secondary
market with servicing retained. Assume that the borrower defaults on the loan,
and the value of the property is $50,000. The Company would purchase the $90,000
portion from the investor, foreclose on the loan, and sell the property for
$50,000. This would result in an initial loss to the Company of $50,000.
However, as a result of the government guarantee, the Company would be
reimbursed $45,000, representing 90% of its loss of $50,000. The Company's out
of pocket loss in this example would be $5,000. Likewise, if the Company holds
the example loan which carries the 90% guarantee in its own portfolio, the loss
to the Company would also be limited to $5,000, after filing the claim with
Farmers Home Loan Administration. If the Company originates an agricultural loan
which qualifies for the agency guarantee, it may originate the loan with a
loan-to-value of 90% of the lesser of the appraised value or purchase price of
the property. At December 31, 2006, the guaranteed amount of $6.7 million on
farmland loans of $7.4 million were owned by various investors. Additionally,
farmland loans of $5.2 million are included in the Company's agricultural real
estate portfolio, of which $4.7 million are guaranteed by the Farmers Home Loan
Administration.
COMMERCIAL AND INDUSTRIAL LOANS. At December 31, 2006, the Company's commercial
and industrial loans amounted to $7.4 million or 3.9% of the Company's loan
portfolio. Types of commercial loans in the portfolio at December 31, 2006
include short-term working capital loans and term loans for capital purchases,
secured by inventory, accounts receivable, fixtures, or equipment. The Company's
commercial and industrial loans typically have a term of up to seven years and
may have either floating rates tied to the Company's internal prime rate or
fixed rates of interest. The Company's commercial and industrial loans are made
to small to medium-sized businesses within the Company's market area. A
substantial portion of the Company's small business loans are secured by
perfected security interests in accounts receivable and inventory or other
corporate assets such as equipment. The Company also generally obtains personal
guarantees from the principals of the borrower with respect to all commercial
and industrial loans. In addition, the Company may extend loans for a commercial
business purpose which are secured by a mortgage on the proprietor's home or
business property. Commercial and
-9-
industrial loans generally are deemed to involve a greater degree of risk than
single-family residential mortgage loans.
AGRICULTURAL PRODUCTION FINANCE LOANS. At December 31, 2006, the Company's
agricultural production finance loans amounted to $19.0 million or 10.0% of the
total loan portfolio. Generally these loans are extended to farmers in the
Company's market area and other counties in Illinois and Indiana for the
purchase of equipment, seed, fertilizer, insecticide and other purposes in
connection with agricultural production. The Company's agricultural production
finance loans generally have terms of one, three or five years, although loans
secured by farm equipment may extend to seven years or longer. The maximum term
for equipment secured loans will be tied directly to the useful life of the
underlying collateral but cannot exceed 15 years. The interest rate is increased
with respect to the longer terms loans due to the rate exposure of these loans.
The amount of the commitment is based on management's review of the borrower's
business plan, prior performance, marketability of crops, and current market
prices. The Company will examine recent financial statements and shall evaluate
cash flow analysis and debt-to-net worth and liquidity ratios. These loans are
secured by crops, equipment, accounts receivable, inventory, and second
mortgages on the farmland.
The Company's agricultural production finance loans may be originated under
terms, conditions and documentation which allow them to qualify for a guarantee
by the Farmers Home Loan Administration, and/or to be sold to a variety of
investors in the secondary market. These qualifying loans also carry a
government guarantee of up to 90% of any loss.
CONSUMER LOANS. The Company is authorized to make loans for a wide variety of
personal consumer purposes. At December 31, 2006, $27.5 million or 14.6% of the
Company's total loan portfolio consisted of consumer loans.
The Company originates consumer loans in order to provide a full range of
financial services to its customers and because such loans generally have
shorter terms and higher interest rates than residential mortgage loans. The
consumer loans offered by the Company include vehicle loans, consumer finance
loans, loans secured by deposit accounts in the Company and other miscellaneous
loans.
The Company offers vehicle loans on both new and used vehicles, with a
significant portion of the loans secured by recent model used vehicles at the
time of origination. The vehicle loans offered by the Company have fixed
interest rates and terms of up to six years for new vehicles or used vehicles
(model year 2004 and newer) and up to five years for older used vehicles.
Vehicle loans amounted to $21.8 million or 11.6% of the total loan portfolio at
December 31, 2006. All of the Company's vehicle loans are directly underwritten
by the Company. The Company does not purchase any indirect vehicle loans.
At December 31, 2006, the Company's consumer finance loans amounted to $877,000
or 0.5% of the total loan portfolio. These loans are typically secured by
household items such as furniture and electronic appliances and equipment. These
loans are primarily
-10-
underwritten based on the collateral and debt to income ratios. The Company
generally limits the terms of these loans to three years with a fixed interest
rate.
The Company offers loans secured by deposit accounts in the Company, which
amounted to $1.0 million or 0.5% of the Company's total loan portfolio at
December 31, 2006. Such loans are originated for up to 90% of the account
balance, with a hold placed on the account restricting the withdrawal of the
account balance. These loans mature on or before the maturity date of the
underlying certificate of deposit.
Other consumer loans consist primarily of unsecured personal loans and other
loans. These loans amounted to $3.9 million or 2.0% of the total loan portfolio
at December 31, 2006.
Consumer loans generally have shorter terms and higher interest rates than
mortgage loans but generally involve more credit risk than mortgage loans
because of the type and nature of the collateral and, in certain cases, the
absence of collateral. In addition, consumer lending collections are dependent
on the borrower's continuing financial stability, and thus are more likely to be
adversely affected by job loss, divorce, illness, and personal bankruptcy. In
some cases, repossessed collateral for a defaulted consumer loan will not
provide full repayment of the outstanding loan balance because of improper
repair and maintenance of the underlying security. The remaining deficiency may
not warrant further substantial collection efforts against the borrower. The
Company believes that the generally higher yields earned on consumer loans
compensate for the increased credit risk associated with such loans and that
consumer loans are important to its efforts to increase rate sensitivity,
shorten the average maturity of its loan portfolio and provide a full range of
services to its customers.
REAL ESTATE CONSTRUCTION LOANS. At December 31, 2006, the Company had
approximately $2.4 million or 1.3% of total loans in single-family residential
construction loans. The construction loans of the Company are comprised largely
of loans made to borrowers to construct individual pre-sold homes. Frequently,
the construction loan and the permanent mortgage loan are originated at one
closing as a construction/permanent loan. Interest-only payments are required
during the construction period, which is typically six months.
Construction lending is generally considered to involve a higher degree of risk
of loss than long-term financing on improved, owner-occupied real estate because
of the uncertainties of construction, including the possibility of costs
exceeding the initial estimates and the need to obtain a tenant or purchaser if
the property will not be owner-occupied. The Company generally attempts to
mitigate the risks associated with construction lending by, among other things,
lending in its market area, using conservative underwriting guidelines, and
monitoring the construction process.
MULTI-FAMILY RESIDENTIAL LOANS. The Company also has a relatively small amount
of multi-family (over four units) residential loans. The multi-family
residential mortgage loans are underwritten on substantially the same basis as
its commercial real estate loans, although loan-to-value ratios may be up to
80%. At December 31, 2006, the Company
-11-
had $3.4 million in multi-family residential mortgage loans which amounted to
1.8% of the total portfolio.
OTHER LOANS. The Company's other loans amounted to $1.6 million or 0.9% of the
total loan portfolio at December 31, 2006. The majority of this balance
represents a participation interest in an industrial revenue bond for a local
hospital.
LOAN ORIGINATION AND OTHER FEES. In addition to interest earned on loans, the
Company may receive loan origination fees or "points" for originating mortgage
loans. Loan points are a percentage of the principal amount of the mortgage loan
and are charged to the borrower in connection with the origination of the loan.
A document preparation fee is generally assessed on consumer loan originations
of $85 per loan for consumer non-mortgage originations, while second mortgages
may be assessed a loan document preparation fee of $150 per origination and
first mortgages may be assessed a loan document fee of $250 per loan. Community
Finance, a division of the Bank, generally charges a loan document preparation
fee of $25.
LOAN SERVICING. The Company also services loans for others. Loan servicing
includes collecting and remitting loan payments, accounting for the principal
and interest, making inspections as required of mortgaged premises, contacting
delinquent borrowers, supervising foreclosures and property dispositions in the
event of unremedied defaults, making certain insurance and tax payments on
behalf of the borrowers and generally administering the loans. At December 31,
2006, the Company was servicing $88.5 million of loans for others. Of this
amount, $81.1 million were single family residential loans sold to the Federal
Home Loan Mortgage Corporation and the Illinois Housing Development Authority.
Agricultural land and equipment loans serviced for others were $7.4 million.
Asset Quality
GENERAL. The Company mails delinquent notices to borrowers when a borrower fails
to make a required payment within 15 days of the due date. Additional notices
are sent out when a loan becomes 30 days or 60 days past due. If a loan becomes
90 days past due, the Company mails a notice indicating that the Company will
refer it to an attorney within 30 days to commence foreclosure. In most cases,
deficiencies are cured promptly. While the Company generally prefers to work
with borrowers to resolve such problems, the Company will institute foreclosure
or other collection proceedings when necessary to minimize any potential loss.
Loans are placed on non-accrual status when management believes the probability
of collection of interest is insufficient to warrant further accrual. After a
loan is delinquent for 90 days or more, an interest reserve is established
against which previously accrued but unpaid interest is deducted from interest
income. If the borrower makes subsequent payments on the loan, they are applied
to interest and principal, and the interest reserve is reduced by the amount of
the interest payment. The Company periodically reviews all loans delinquent 90
days or more, and places those loans which are not likely to be collected on
non-accrual status. When a loan is placed on non-accrual status, previously
-12-
accrued but unpaid interest is deducted from interest income, and subsequent
payments received are applied only against the principal balance.
Real estate and other assets acquired by the Company as a result of foreclosure
or by deed-in-lieu of foreclosure are classified as real estate owned until
sold. The Company had $366,000 of real estate owned and other assets at December
31, 2006. This category consists primarily of commercial real estate,
one-to-four residential properties, and vehicles.
DELINQUENT LOANS. The following table sets forth information concerning
delinquent loans at December 31, 2006, in dollar amounts and as a percentage of
the Company's total loan portfolio. The amounts presented represent the total
outstanding principal balances of the related loans, rather than the actual
payment amounts which are past due.
December 31, 2006
---------------------------------------------------------
30-59 Days 60-89 Days 90 or More Days
Overdue Overdue Overdue
----------------- ----------------- -----------------
Percent Percent Percent
of Total of Total of Total
Amount Loans Amount Loans Amount Loans
------ -------- ------ -------- ------ --------
(In Thousands)
Real estate loans:
One-to-four family $ 754 0.40% $ 426 0.23% $ 176 0.09%
Commercial 194 0.10% 212 0.11% 546 0.29%
Construction -- -- -- -- -- --
Agricultural loans 301 0.16% -- -- -- --
Commercial and industrial -- -- 383 0.20% 223 0.12%
Agricultural production finance 134 0.07% -- -- 246 0.13%
Consumer loans:
Vehicle 269 0.14% 139 0.07% 78 0.04%
Consumer finance -- -- 1 0.00% -- --
Other 20 0.01% 4 0.00% 37 0.02%
------ ---- ------ ---- ------ ----
Total loans $1,672 0.88% $1,165 0.61% $1,306 0.69%
====== ==== ====== ==== ====== ====
NON-PERFORMING ASSETS. The following table presents information with respect to
the Bank's nonperforming assets at the dates indicated.
-13-
At December 31,
------------------------------------------
2006 2005 2004 2003 2002
------ ------ ------ ------ ------
(In Thousands)
NON-PERFOMING LOANS:
90 Days Delinquent and Non-accrual loans:
Real estate loans:
One-to-four family $ 176 $ 306 $ 202 $ 567 $ 692
Commercial 546 510 -- 302 --
Construction -- -- 108 113 114
Agricultural loans -- 64 -- -- --
Commercial and industrial 223 421 -- -- 12
Agricultural production finance 246 -- 19 32 577
Consumer loans:
Vehicle 78 94 97 89 97
Consumer finance -- 1 14 15 19
Other 37 23 3 8 9
Troubled debt restructurings 532 94 1,128 1,403 888
------ ------ ------ ------ ------
Total non-performing loans 1,838 1,513 1,571 2,529 2,408
------ ------ ------ ------ ------
Real estate owned (1) 366 267 190 96 185
------ ------ ------ ------ ------
Total nonperforming assets (2) $2,204 $1,780 $1,761 $2,625 $2,593
====== ====== ====== ====== ======
Total nonperforming loans as a percentage
of total loans 0.98% 0.95% 1.31% 2.35% 2.25%
Total nonperforming assets and troubled
debt restructurings as a percentage of
total assets 0.71% 0.65% 0.76% 1.16% 1.28%
(1) Real estate owned includes other repossessed assets and the balances are
shown net of related valuation allowances.
(2) Nonperforming assets consist of nonperforming loans, other repossessed
assets and real estate owned.
CLASSIFIED ASSETS. Federal regulations require that each insured savings
institution classify its assets on a regular basis. In addition, in connection
with examinations of insured institutions, federal examiners have authority to
identify problem assets and, if appropriate, classify them. There are three
classifications for problem assets: "substandard," "doubtful" and "loss."
Substandard assets have one or more defined weaknesses and are characterized by
the distinct possibility that the insured institution will sustain loss if the
deficiencies are not corrected. Doubtful assets have the weaknesses of
substandard assets with the additional characteristic that the weaknesses make
collection or liquidation in full on the basis of currently existing facts,
conditions and values questionable, and there is a higher possibility of loss.
An asset classified loss is considered uncollectible and of such little value
that continuance as an asset of the institution is not warranted. Another
category designated "special mention" also must be established and maintained
for assets which do not currently expose an insured institution to a sufficient
degree of risk to warrant classification as substandard, doubtful, or loss.
Assets classified as substandard or doubtful require the institution to
establish general allowances for loan losses. If an asset or portion thereof is
classified loss, the insured
-14-
institution must either establish specific allowances for loan losses in the
amount of 100% of the portion of the asset-classified loss, or charge off such
amount. General loss allowances established to cover possible losses related to
assets classified substandard or doubtful may be included in determining an
institution's regulatory capital, while specific valuation allowances for loan
losses do not qualify as regulatory capital. Federal examiners may disagree with
an insured institution's classification and amounts reserved.
An alternate method used to determine necessary reserve levels is to evaluate
the collateral securing each classified loan to determine if a collateral
"shortfall" exists. If a shortfall is identified, then a specific reserve amount
for this amount should be established. Historical loss percentages by loan
category are calculated by using a five-year average of actual loss experience,
although these percentage amounts may be adjusted to reflect changes such as a
change in the composition of the loan portfolio or a change in economic
conditions. These defined percentages are applied to the remainder of the
institution's loan portfolio.
The Company's total classified loans, which include impaired loans, at December
31, 2006, amounted to $11.8 million, $5.6 million of which was classified as
substandard, $188,000 of which was classified doubtful, $36,000 of which was
classified loss, and $6.0 million of which was classified as special mention or
potential problem loans. Classified loans at December 31, 2005 were $13.9
million, $5.8 million of which was classified substandard, $372,000 of which was
classified doubtful, $86,000 of which was classified loss, and $7.7 million of
which was classified special mention or potential problem loans. Of the $11.8
million classified assets at December 31, 2006, $1.3 million were nonperforming
loans as of December 31, 2006. The remaining $10.5 million relate to potential
problem loans due to various circumstances such as prior problem history with
the customer or insufficient collateral value.
Specific reserve amounts identified by the collateral shortfall method amounted
to $1.1 million. Included in the classified loans of $11.8 million were
nonresidential real estate loans of $4.9 million, agricultural production
finance loans totaling $2.9 million, commercial loans of $1.3 million,
one-to-four family real estate loans of $1.7 million, farmland loans of
$539,000, and consumer loans of $510,000. Of the $2.9 million in classified
agricultural production loans, $1.9 million in agricultural finance loans had
guarantees by the Farmers Home Administration in the amount of $1.7 million.
Also included in classified loans were farmland loans of $388,000 which had
guarantees by the Farmers Home Administration in the amount of $349,000.
RESERVE POLICY AND METHODOLOGY. The Company maintains an allowance for credit
losses to absorb losses inherent in the loan portfolio. The allowance is based
on ongoing, quarterly assessments of the probable estimated losses inherent in
the loan portfolio. The allowance is increased by the provision for credit
losses, which is charged against current period operating results and decreased
by the amount of chargeoffs, net of recoveries. In calculating the allowance for
credit losses, the Company segments the loan portfolio into two groups, loans
evaluated individually and loans evaluated collectively. The methodology for
assessing the appropriateness of the allowance account consists of a formula
allowance for loans evaluated collectively and specific allowances for loans
evaluated individually.
-15-
The specific allowances are calculated by applying loss factor percentages to
outstanding loans included in the classification of assets, based on the
classification category of each loan. Changes in risk grades of these loans
affect the amount of the specific allowance. Loss factors for the formula
allowance are based on our historical loss experience and may be adjusted for
significant factors that, in management's judgement, affect the collectibility
of the portfolio as of the evaluation date. The adjustments to the historical
loss experience are based on an evaluation of national and local economic
trends, trends in delinquencies and chargeoffs, trends in volume and terms of
loans, changes in underwriting standards, and industry conditions. The specific
allowance is then calculated alternatively by looking at each loan specifically
and evaluating the collateral securing the loan to determine if a shortfall of
collateral exists. A specific allowance under this method includes the shortfall
amount. The resulting specific allowance amount calculated under both methods is
evaluated by the asset classification committee which includes upper management
to determine the amount of needed reserves for the loans which are classified. A
general reserve amount is calculated for the remainder of the loan portfolio
using percentages calculated from actual historical loss experience. The total
reserve amount is then formulated by adding the specific reserve relating to the
classified loans, and the general reserve pertaining to the rest of the loan
portfolio.
While management believes the allowance for loan losses is sufficient to cover
losses inherent in its loan portfolio at this time, no assurances can be given
that the level of the allowance for loan losses will be sufficient to cover
future loan losses incurred or that future adjustments to the allowance for loan
losses will not be necessary if economic and other conditions differ
substantially from the economic and other conditions used by management to
determine the current level of the allowance for loan losses. As of December 31,
2006 and 2005, the allowance for loan losses was 1.18% and 1.67%, respectively,
of total loans. Management will continue to monitor and modify the allowance for
loan losses as conditions dictate.
The following table sets forth information concerning the allocation of the
Company's allowance for loan losses by loan categories at the dates indicated.
-16-
December 31,
-------------------------------------------------------------------------------------------------
2006 2005 2004 2003 2002
----------------- ----------------- ----------------- ----------------- -----------------
% of % of % of % of % of
Loans Loans Loans Loans Loans
in in in in in
Each Each Each Each Each
Category Category Category Category Category
to to to to to
Total Total Total Total Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
------ -------- ------ -------- ------ -------- ------ -------- ------ --------
(In Thousands)
Allocated:
Real estate loans:
One-to-four family $ 260 35.35% $ 318 32.29% $ 224 31.15% $ 154 33.38% $ 207 36.68%
Multi-family 7 1.81% 2 0.43% 2 0.59% 2 0.24% 2 0.28%
Commercial 609 17.89% 866 20.71% 745 14.02% 349 9.25% 332 9.03%
Construction 5 1.28% 60 1.51% 56 1.26% 60 2.08% 2 0.67%
Agricultural loans 78 14.30% 84 13.03% 52 14.04% 91 12.71% 89 11.63%
Commercial and industrial 417 3.90% 466 4.91% 376 5.32% 351 5.87% 230 5.59%
Agricultural production finance 310 10.02% 330 9.62% 320 11.28% 503 11.29% 496 10.70%
Consumer loans:
Vehicle 421 11.55% 420 13.27% 414 17.25% 506 19.23% 480 20.32%
Consumer finance 21 0.46% 42 0.54% 36 0.66% 41 0.75% 55 0.93%
Share -- 0.54% -- 0.44% -- 0.39% -- 0.49% -- 0.68%
Other 76 2.04% 55 2.20% 56 2.57% 68 2.90% 70 2.66%
Other loans 18 0.86% 19 1.05% 19 1.47% -- 1.81% -- 0.83%
Unallocated: -- -- -- -- -- -- -- -- -- --
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
$2,222 100.00% $2,662 100.00% $2,300 100.00% $2,125 100.00% $1,963 100.00%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
-17-
The following table sets forth an analysis of the Company's allowance for loan
losses during the periods indicated.
Year Ended December 31,
----------------------------------------------------
2006 2005 2004 2003 2002
-------- -------- -------- -------- --------
(In Thousands)
Total loans outstanding $187,666 $159,547 $119,748 $108,535 $107,144
Average loans outstanding, net 174,375 131,405 111,445 105,773 105,171
Balance at beginning of period 2,662 2,300 2,125 1,963 1,657
CHARGE-OFFS:
Real estate loans:
One-to-four family 74 72 78 118 31
Multi-family -- -- -- -- --
Commercial 137 91 67 -- 3
Construction -- -- -- -- --
Agricultural loans -- -- -- -- 2
Commercial and industrial 310 -- 75 35 140
Agricultural production finance 28 -- 14 234 --
Consumer loans:
Vehicle 139 206 156 214 211
Consumer finance 23 20 34 10 67
Share -- -- -- -- --
Other 62 50 14 48 72
-------- -------- -------- -------- --------
Total charge-offs 773 439 438 659 526
-------- -------- -------- -------- --------
RECOVERIES:
Real estate loans:
One-to-four family 11 1 8 -- 6
Multi-family -- -- -- -- --
Commercial -- 12 1 -- 1
Construction -- -- -- -- --
Agricultural loans -- 7 -- -- 28
Commercial and industrial -- -- 3 5 13
Agricultural production finance -- 2 -- 11 --
Consumer loans:
Vehicle 45 48 52 47 46
Consumer finance 15 11 23 23 15
Share -- -- -- -- --
Other 32 10 11 7 5
-------- -------- -------- -------- --------
Total recoveries 103 91 98 93 114
-------- -------- -------- -------- --------
Net charge-offs (670) (348) (340) (566) (412)
Provision for loan losses 230 510 515 728 718
Acquired through business
combination -- 200 -- -- --
-------- -------- -------- -------- --------
Balance at end of period $ 2,222 $ 2,662 $ 2,300 $ 2,125 $ 1,963
======== ======== ======== ======== ========
Allowance for loan losses as a
percent of total loans outstanding 1.18% 1.67% 1.92% 1.96% 1.83%
======== ======== ======== ======== ========
Allowance for loan losses as a
percent of total non-performing
loans 120.89% 175.94% 146.40% 188.72% 129.83%
======== ======== ======== ======== ========
Ratio of net charge-offs to
average loans outstanding 0.38% 0.26% 0.31% 0.54% 0.39%
======== ======== ======== ======== ========
-18-
Investment Securities
The Company has authority to invest in various types of securities, including
mortgage-backed securities, U.S. Treasury obligations, securities of various
federal agencies and of state and municipal governments, certificates of
deposits at federally-insured banks and savings institutions, certain bankers'
acceptances and federal funds. The Company's investment strategy is established
by the Investment/ALCO Committee which currently consists of directors and
senior officers of the Company. The Investment/ALCO Committee meets on a
quarterly basis and the strategy established by the committee is implemented by
the Company's President and Chief Financial Officer. The Company has obtained
the services of an independent consultant to provide data regarding the Bank's
investments as well as potential investments. Any material deviations from the
investment strategy require approval by the Investment/ALCO Committee.
The following table sets forth information relating to the amortized cost and
fair value of the Company's securities all of which are classified available for
sale.
December 31,
---------------------------------------------------------------
2006 2005 2004
------------------- ------------------- -------------------
Amortized Fair Amortized Fair Amortized Fair
Cost Value Cost Value Cost Value
--------- ------- --------- ------- --------- -------
(In Thousands)
AVAILABLE FOR SALE:
U.S. Treasuries $ 3,869 $ 3,456 $ 3,820 $ 3,527 $ 3,838 $ 3,920
Federal agencies 6,967 7,014 8,483 8,375 7,000 6,949
State and municipal 12,351 12,405 13,181 13,252 10,540 10,876
Mortgage-backed securities 40,767 39,957 51,138 50,369 60,625 60,800
Equity securities 1,685 1,683 903 901 1,252 1,399
------- ------- ------- ------- ------- -------
Total $65,639 $64,515 $77,525 $76,424 $83,255 $83,944
======= ======= ======= ======= ======= =======
HELD TO MATURITY:
Mortgage-backed securities $ 4,780 $ 4,662 $ 3,437 $ 3,384 $ 4,778 $ 4,831
------- ------- ------- ------- ------- -------
Total $ 4,780 $ 4,662 $ 3,437 $ 3,384 $ 4,778 $ 4,831
======= ======= ======= ======= ======= =======
The following table sets forth the amount of the Company's available-for-sale
debt securities which mature during each of the periods indicated and the
weighted average yields for each range of maturities at December 31, 2006. The
table does not include equity securities as they have no stated maturity. The
amounts reflect fair value of the Company's debt securities at December 31,
2006.
-19-
Weighted Weighted Weighted Weighted
Under 1 Average 1-5 Average 5-10 Average Over 10 Average
Available-for-sale securities Year Yield Years Yield Years Yield Years Yield Total
----------------------------- ------- -------- ------- -------- ------- -------- ------- -------- -------
(In Thousands)
U.S. Treasuries $ 0 $ 3,456 3.92% $ 0 $ 0 $ 3,456
Federal agencies 495 3.00% 5,528 3.08% 991 4.00% 0 7,014
State and municipal 75 4.63% 1,949 4.24% 7,508 3.62% 2,873 4.21% 12,405
Mortgage-backed securities (1) 10,140 4.49% 25,217 4.45% 4,593 4.35% 7 5.13% 39,957
------- ------- ------- ------ -------
Total $10,710 $36,150 $13,092 $2,880 $62,832
======= ======= ======= ====== =======
(1) The maturities for mortgage-backed securities are based on prepayment speed
assumptions established by management based on the current interest rate
environment. The assumption rates vary by the individual security.
The mortgage-backed securities include $19.0 million in adjustable rate
securities which typically have longer stated final maturities, but will have
rate adjustments within the next three years. The fixed rate mortgage-backed
securities have relatively short projected remaining lives, generally less than
fifteen years.
The following table sets forth the amount of the Company's held-to-maturity debt
securities which mature during each of the periods indicated and the weighted
average yields for each range of maturities at December 31, 2006. The amounts
reflect the amortized cost of the Company's debt securities at December 31,
2006.
Weighted Weighted Weighted Weighted
Under 1 Average 1-5 Average 5-10 Average Over 10 Average
Held-to-maturity securities Year Yield Years Yield Years Yield Years Yield Total
--------------------------- ------- -------- ------- -------- ------- -------- ------- -------- -------
(In Thousands)
Mortgage-backed securities (1) $717 5.04% $2,930 5.00% $1,133 4.50% $-- $4,780
---- ------ ------ --- ------
Total $717 $2,930 $1,133 $-- $4,780
==== ====== ====== === ======
(1) The maturities for mortgage-backed securities are based on prepayment speed
assumptions established by management based on the current interest rate
environment. The assumption rates vary by the individual security.
Mortgage-backed securities represent a participation interest in a pool of one-
to four-family or multi-family mortgages. The mortgage originators use
intermediaries (generally U.S. Government agencies and government-sponsored
enterprises) to pool and repackage the participation interests in the form of
securities, with investors receiving the principal and interest payments on the
mortgages. Such U.S. Government agencies and government-sponsored enterprises
guarantee the payment of principal and interest to investors.
Mortgage-backed securities are typically issued with stated principal amounts,
and the securities are backed by pools of mortgages that have loans with
interest rates that are within a range and have varying maturities. The
underlying pool of mortgages, i.e., fixed-rate or adjustable-rate, as well as
prepayment risk, are passed on to the certificate holder.
-20-
The life of a mortgage-backed pass-through security approximates the life of the
underlying mortgages. However, prepayment of principal allows the Company to
re-invest at current rates. This is beneficial in a rising interest rate
environment. During 2006, proceeds generated from repayments and maturities of
available-for-sale and held-to-maturity securities totaled $18.7 million
compared to $25.0 million in 2005. Of the $18.7 million, repayments on
mortgage-backed securities amounted to $10.9 million. Net amortization of
premiums and discounts on securities decreased to $49,000 in 2006 compared to
$67,000 in 2005, as prepayments slowed somewhat during 2006.
Mortgage-backed securities generally yield less than the loans which underlie
such securities because of their payment guarantees or credit enhancements which
offer nominal credit risk. However, these securities generally yield more than
other debt instruments available from U.S. Government Agencies. In addition,
mortgage-backed securities are more liquid than individual mortgage loans and
may be used to collateralize borrowings or other obligations of the Company.
The Company's investment in mortgage-backed securities resulted in higher yields
than were generally available from other securities of comparable credit risk.
At the same time yields were only marginally less than those generally available
on comparable real estate mortgages, without the inherent credit risk.
Sources of Funds
GENERAL. Deposits are the primary source of the Company's funds for lending and
other investment purposes. In addition to deposits, principal and interest
payments on loans and mortgage-backed securities are a source of funds. Loan
repayments are a relatively stable source of funds, while deposit inflows and
outflows are significantly influenced by general interest rates and money market
conditions. Borrowings may also be used on a short-term basis to compensate for
reductions in the availability of funds and other sources and on a longer-term
basis for general business purposes. For a discussion of commitments and credit
risk, see note 26 to the consolidated financial statements.
DEPOSITS. Deposits are attracted by the Company principally from within its
primary market area. Deposit account terms vary, with the principal differences
being the minimum balance required, the time periods the funds must remain on
deposit and the interest rate.
The Company obtains deposits primarily from residents in Illinois and Indiana.
The Company seeks to attract deposit accounts by offering a variety of products
with competitive rates and terms.
Interest rates paid, maturity terms, service fees and withdrawal penalties are
established on a periodic basis. Management determines the rates and terms based
on rates paid by competitors, the need for funds or liquidity, growth goals and
federal and state regulations. The Company attempts to control the flow of
deposits by pricing its accounts to remain generally competitive with other
financial institutions in its market area.
-21-
The following table shows the distribution of and certain other information
relating to the Company's average deposits for the years 2006, 2005 and 2004 by
the type of deposits indicated.
December 31, 2006 December 31, 2005 December 31, 2004
------------------------------ ------------------------------ ------------------------------
Percent Percent Percent
of Total Weighted of Total Weighted of Total Weighted
Average Average Average Average Average Average Average Average Average
Balance Deposits Rate Balance Deposits Rate Balance Deposits Rate
-------- -------- -------- -------- -------- -------- -------- -------- --------
(In Thousands)
Money market deposits $ 21,164 10.05% 2.62% $ 15,841 9.41% 1.99% $ 9,818 6.18% 1.32%
Savings deposits 12,449 5.91% 0.83% 12,225 7.26% 0.85% 11,989 7.55% 0.96%
NOW and other demand deposits 27,219 12.93% 1.02% 36,990 21.97% 1.05% 47,268 29.76% 1.11%
Non-interest bearing deposits 21,423 10.18% 0.00% 17,357 10.31% 0.00% 15,104 9.51% 0.00%
-------- ------ ---- -------- ------ ---- -------- ------ ----
Total 82,255 39.07% 1.14% 82,413 48.95% 0.98% 84,179 53.00% 0.91%
Certificate accounts
Three months or less 3,515 1.67% 4.50% 356 0.21% 1.45% 387 0.24% 1.09%
Over three through six months 25,341 12.04% 4.91% 3,926 2.33% 2.73% 2,020 1.27% 1.17%
Over six through twelve months 43,298 20.56% 4.19% 29,696 17.64% 2.69% 26,699 16.81% 1.84%
Over one to three years 27,576 13.10% 3.56% 26,698 15.86% 2.59% 19,298 12.15% 2.41%
Over three to five years 15,861 7.53% 4.18% 12,828 7.62% 4.33% 14,082 8.87% 4.33%
Over five years 12,690 6.03% 4.42% 12,435 7.39% 4.35% 12,170 7.66% 4.35%
-------- ------ ---- -------- ------ ---- -------- ------ ----
Total certificates 128,281 60.93% 4.23% 85,939 51.05% 3.14% 74,656 47.00% 2.84%
Total average deposits $210,536 100.00% 3.02% $168,352 100.00% 2.08% $158,835 100.00% 1.82%
======== ====== ==== ======== ====== ==== ======== ====== ====
-22-
The following table shows the interest rate and maturity information for the
Company's certificates of deposits at December 31, 2006.
Maturity Date
---------------------------------------------------
One Year Over 1-2 Over 2-3 Over 3
Interest Rate or Less Years Years Years Total
------------- -------- -------- -------- ------- --------
(In Thousands)
0.00% - 1.99% $ 437 $ -- $ -- $ -- $ 437
2.00% - 3.99% 23,084 5,423 3,491 2,764 34,762
4.00% - 5.99% 103,601 7,557 4,441 8,924 124,523
6.00% - 7.99% 4 -- -- -- 4
-------- ------- ------ ------- --------
$127,126 $12,980 $7,932 $11,688 $159,726
======== ======= ====== ======= ========
As of December 31, 2006, the aggregate amount of outstanding time certificates
of deposit at the Company in amounts greater than or equal to $100,000, was
approximately $61.7 million. This amount included three brokered certificates
totaling $27.8 million, of which $22.8 million mature in the first quarter of
2007, and $4.9 million mature in 2010. The following table presents the maturity
of these time certificates of deposits at December 31, 2006.
December 31, 2006
-----------------
(In Thousands)
3 months or less $30,990
Over 3 months through 6 months 6,969
Over 6 months thruogh 12 months 10,586
Over 12 months 13,126
-------
Total $61,671
=======
RETURN ON EQUITY AND ASSETS
2006 2005 2004 2003 2002
----- ----- ----- ----- -----
Return on assets (net income divided by
average total assets) 0.40% 0.52% 0.54% 0.90% 0.64%
Return on equity (net income divided by
average equity) 4.26% 4.66% 4.58% 7.38% 4.77%
Dividend payout ratio (total dividends paid
divided by net income 48.62% 46.64% 46.82% 23.05% 21.57%
Equity to assets ratio (average equity
divided by average total assets) 9.27% 11.08% 11.84% 12.19% 13.52%
23
BORROWINGS. The Company may obtain advances from the Federal Home Loan Bank
("FHLB") of Chicago upon the security of the common stock it owns in that bank
and certain of its residential mortgage loans and mortgage-backed and other
investment securities, provided certain standards related to creditworthiness
have been met. These advances are made pursuant to several credit programs, each
of which has its own interest rate and range of maturities. FHLB advances are
generally available to meet seasonal and other withdrawals of deposit accounts
and to permit increased lending.
At December 31, 2006, the Company had $32.8 million of FHLB advances secured by
first mortgage loans, FHLB stock, and investment securities. Some of the
advances are "rate-locked" for a determined time period, between one and five
years, and then are convertible quarterly thereafter by the Federal Home Bank to
a quarterly adjustable rate advance. Of the $32.8 million in fixed term
advances, $14.0 million are within the "lock-out" period and $11.5 million has
passed the "rate-lock" period, but are currently fixed rate advances. The
remaining $7.3 million advances are fixed term advances. The Company also has
access to an open-end, variable rate line of credit with the FHLB, which had a
zero balance at December 31, 2006. The open-end line of credit is subject to
daily interest rate adjustments, and generally is used for short-term funding
needs.
The following schedule presents FHLB advances at December 31, 2006 by maturity
date:
Interest Fixed or Maturity First Convertible Amount
Date of Advance Rate Variable Date Date (in thousands)
--------------- -------- -------- --------------- ----------------- --------------
February, 1998 5.32% Fixed February, 2008 February, 2003 $ 1,500
February, 2001 4.86% Fixed February, 2011 February, 2004 10,000
March, 2003 3.35% Fixed March, 2008 2,000
October, 2003 3.61% Fixed October, 2008 300
September, 2001 3.12% Fixed September, 2011 5,000
September, 2006 4.12% Fixed September, 2016 September, 2007 14,000
Open line of credit 5.50% Variable --
-------
$32,800
=======
The Company also occasionally purchases federal funds to fund short-term cash
requirements, although at December 31, 2006 there were no purchased federal
funds.
Capital securities of $6.0 million were issued June 15, 2005, by a statutory
business trust, FBTC Statutory Trust I. The Company owns 100% of the common
equity of the trust, which is a wholly-owned subsidiary of the Company. The $6.0
million in proceeds from the trust preferred issuance and an additional $186,000
for the Company's investment in the common equity of the Trust, a total of
$6,186,000, was invested in the junior subordinated debentures of the Company.
As required by FIN 46R, the Company has not consolidated the investment in the
Trust. The trust was formed with the purpose of issuing trust preferred
securities and investing the proceeds from the sale of such trust preferred
securities in the debentures. The debentures held by the trust are the sole
assets of the trust. Distributions of the trust preferred securities are payable
at a variable rate of interest, which is equal to the interest rate being earned
by the trust on the debentures,
24
and are recorded as interest expense by the Company. The trust preferred
securities are subject to mandatory redemption, in whole or in part, upon
repayment of the debentures.
The debentures are included as Tier I capital for regulatory capital purposes.
The debentures issued are first redeemable, in whole or part, by the Company on
June 15, 2010, and mature on June 15, 2035. The funds were used for the
acquisition of the common stock of Rantoul First Bank and for the repurchase of
First BancTrust Corporation common stock. Interest is fixed at a rate of 5.80%
for a period of five years, and then converts to a floating rate. Interest
payments are made quarterly beginning in September, 2005.
Market Area
The Company is headquartered in Paris, Illinois, with regular branches in
Marshall and Martinsville in Clark County, and Savoy and Rantoul in Champaign
County, Illinois. The Company's primary retail market area encompasses all of
adjoining Clark and Edgar Counties, where the home office the Marshall and
Martinsville offices, and the Community Finance Center are located, as well as
Champaign County where the branches of Savoy and Rantoul are located, and
Vermilion County which is adjacent to both Edgar and Champaign Counties. In
August, 2004, the Company relocated the Savoy operation to a permanent facility
in a retail area in Savoy. In October, expansion into Rantoul was accomplished
with the acquisition of the Rantoul First Bank. In December, 2006, an additional
Rantoul location was added as a block of deposits were acquired from another
local financial institution. The Company's primary market area represents its
source for deposit gathering and loan originating, however, the Company also
originates loans to borrowers outside of the market area. Clark and Edgar
Counties are located in east central Illinois, just west of Terre Haute,
Indiana, and are both rural counties where agriculture is responsible for a much
higher share of employment than in Illinois, as a whole. Champaign County is
located in central Illinois and includes the urban markets of Champaign and
Urbana, as well as the University of Illinois, which is the area's largest
employer. The workforce in this area is primarily employed in professional,
managerial, and sales positions. Vermilion County is located immediately north
of Edgar County, and to the east of Champaign County.
Both Clark and Edgar Counties have similar economic characteristics with
population levels of less than 20,000 in each county in 1990 and 2000. Overall,
the demographic characteristics of Clark and Edgar Counties are weaker than
Illinois or the U.S. with regard to income levels, housing values and growth
trends. In contrast, the Savoy area in southern Champaign County has experienced
an above-average population growth, with strong new-housing construction, and
above-average home values. Rantoul is located 15 miles north of Champaign-Urbana
in the northern portion of Champaign County, and while the immediate local
economy has not experienced significant economic growth, Rantoul is affected by
the economy of Champaign-Urbana. The median household income for Rantoul in the
year 2000 is $36,904 compared to the median income of Savoy of $48,500 for the
year 2000. The median house value for Rantoul for the year 2000 is $74,200
compared to the median house value for Savoy for the year 2000 of $147,100.
Vermilion County has a median income of $34,071 and a median house value of
$56,000
25
for the year 2000. The workforce in this county is primarily employed in
manufacturing and education, health and social services positions.
Competition
The Company faces significant competition in attracting deposits and making
loans. Its most direct competition for deposits has come historically from
commercial banks, credit unions, and other savings institutions located in its
primary market area, including many large financial institutions which have
greater financial and marketing resources available to them. In addition, the
Company faces significant competition for investors' funds from short-term money
market securities, mutual funds and other corporate and government securities.
The Company does not rely upon any individual group or entity for a material
portion of its deposits. The ability of the Company to attract and retain
deposits depends on its ability to generally provide a rate of return, liquidity
and risk comparable to that offered by competing investment opportunities.
The Company's competition for real estate loans comes principally from mortgage
banking companies, commercial banks, other savings institutions and credit
unions. The Company's competition in the agricultural market also includes Farm
Credit Services as well as agricultural equipment and product suppliers. The
Company competes for loan originations primarily through the interest rates and
loan fees it charges, and the efficiency and quality of services it provides
borrowers. Factors which affect competition include general and local economic
conditions, current interest rate levels and volatility in the mortgage markets.
Competition may increase as a result of the continuing reduction of restrictions
on the interstate operations of financial institutions and the anticipated
slowing of refinancing activity.
Personnel
As of December 31, 2006, the Company, including the Bank and the Company's
subsidiary, ECS Service Corporation, doing business as Edgar County Title, had
90 full-time and 25 part-time employees. None of the employees are represented
by a collective bargaining agent, and the Company believes that it enjoys good
relations with its personnel.
Subsidiaries
At December 31, 2006, the Company had three subsidiaries, the Bank, ECS Service
Corporation, and First Charter Service Corporation. While the Bank's subsidiary,
Community Finance Center, Incorporated was dissolved as a corporation in May,
2005, Community Finance continues to provide retail consumer loans as a division
of the bank. In 2005, the Company also formed FBTC Statutory Trust I ("Trust"),
which is an unconsolidated wholly owned subsidiary formed to issue cumulative
preferred securities. The Company owns all of the securities of the Trust that
possess general voting powers. The Company also acquired the subsidiary, Rantoul
First Financial, as a part of the acquisition of Rantoul First Bank in October,
2005. Rantoul First Financial provided investment and brokerage services to
Rantoul First Bank, and was dissolved in early 2006.
26
ECS Service Corporation is an Illinois chartered corporation which provides real
estate abstracting and title insurance services for Edgar and Clark Counties,
Illinois primarily to the Company's customers. ECS Service Corporation generated
net income of approximately $49,000 and $60,000 for the years ended December 31,
2006 and December 31, 2005, respectively.
First Charter Service Corporation is an Illinois chartered corporation which
formerly provided retail sales of uninsured investment products to the Company's
customers. Investment and brokerage services are now provided by First Advisors
Financial Group, and First Charter is currently in an inactive status. First
Charter generated a net income of $582 and a net loss of $488 for the years
ended December 31, 2006 and 2005, respectively.
Rantoul First Financial, acquired with the purchase of Rantoul First Bank in
October, 2005, generated no net income for 2006 and $8,000 net income for the
year ended December 31, 2005. As previously stated, the corporation Rantoul
First Financial was dissolved in 2006.
Regulation
The following discussion of certain laws and regulations which are applicable to
the Company and the Bank as well as descriptions of laws and regulations
contained elsewhere herein, summarizes the aspects of such laws and regulations
which are deemed to be material to the Company and the Bank. However, the
summary does not purport to be complete and is qualified in its entirety by
reference to applicable laws and regulations.
FIRST BANCTRUST CORPORATION
GENERAL. The Company is a bank holding company and a financial holding company,
and as such, is registered with the Federal Reserve Board. Under the Bank
Holding Company Act, the Company will be subject to periodic examination by the
Federal Reserve Board and will be required to file periodic reports of its
operations and such additional information as the Federal Reserve Board may
require. Because First Bank is chartered under Illinois law, the Company is also
subject to regulation by the Division of Banking of the Illinois Department of
Financial and Professional Regulation under the Illinois Savings Bank Act.
A bank holding company is a legal entity separate and distinct from its
subsidiary bank or other banks. Normally, the major source of a holding
company's revenue is dividends it receives from its subsidiary banks. The right
of a bank holding company to participate as a stockholder in any distribution of
assets of its subsidiary banks upon their liquidation or reorganization or
otherwise is subject to the prior claims of creditors of such subsidiary banks.
The subsidiary banks are subject to claims by creditors for long-term and
short-term debt obligations, including obligations for Federal funds purchased
and securities sold under repurchase agreements, as well as deposit liabilities.
Under the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
in the event of a loss
27
suffered by the FDIC in connection with a banking subsidiary of a bank holding
company (whether due to a default or the provision of FDIC assistance), other
banking subsidiaries of the holding company could be assessed for such loss.
SARBANES-OXLEY ACT OF 2002. In 2002, the President signed into law the
Sarbanes-Oxley Act of 2002 implementing legislative reforms intended to address
corporate and accounting fraud. In addition to the establishment of a new
accounting oversight board which will enforce auditing, quality control and
independence standards and will be funded by fees from all publicly traded
companies, the Act restricts provision of both auditing and consulting services
by accounting firms. To ensure auditor independence, any non-audit services
being provided to an audit client will require preapproval by the company's
audit committee members. In addition, the audit partners must be rotated. The
Act requires chief executive officers and chief financial officers, or their
equivalent, to certify to the accuracy of periodic reports filed with the SEC,
subject to civil and criminal penalties if they knowingly or willfully violate
this certification requirement. In addition, under the Act, counsel will be
required to report evidence of a material violation of the securities laws or a
breach of fiduciary duty by a company to its chief executive officer or its
chief legal officer, and, if such officer does not appropriately respond, to
report such evidence to the audit committee or other similar committee of the
board of directors or the board itself.
Longer prison terms will also be applied to corporate executives who violate
Federal securities laws, the period during which certain types of suits can be
brought against a company or its officers has been extended, and bonuses issued
to top executives prior to restatement of a company's financial statements are
now subject to disgorgement if such restatement was due to corporate misconduct.
Executives are also prohibited from trading during retirement plan "blackout"
periods, and loans to company executives are restricted. In addition, a
provision directs that civil penalties levied by the SEC as a result of any
judicial or administrative action under the Act be deposited to a fund for the
benefit of harmed investors. The Federal Accounts for Investor Restitution
("FAIR") provision also requires the SEC to develop methods of improving
collection rates. The legislation accelerates the time frame for disclosures by
public companies as they must immediately disclose any material changes in their
financial condition or operations. Directors and executive officers must also
provide information for most changes in ownership in a company's securities
within two business days of the change.
The Act also increases the oversight of, and codifies certain requirements
relating to audit committees of public companies and how they interact with the
company's "registered public accounting firm" ("RPAF"). Audit committee members
must be independent and are barred from accepting consulting, advisory or other
compensatory fees from the issuer. In addition, companies must disclose whether
at least one member of the committee is a "financial expert" (as such term will
be defined by the SEC) and if not, why not. Under the Act, a RPAF is prohibited
from performing statutorily mandated audit services for a company if such
company's chief executive officer, chief financial officer, comptroller, chief
accounting officer or any person serving in equivalent positions has been
employed by such firm and participated in the audit of such company during the
one-year period preceding the audit initiation date. The Act also prohibits any
officer or director of a company or any other person acting under their
direction from
28
taking any action to fraudulently influence, coerce, manipulate or mislead any
independent public or certified accountant engaged in the audit of the company's
financial statements for the purpose of rendering the financial statement's
materially misleading. The Act also requires the SEC to prescribe rules
requiring inclusion of an internal control report and assessment by management
in the annual report to shareholders. The Act requires the RPAF that issues the
audit report to attest to and report on management's assessment of the company's
internal controls. In addition, the Act requires that each financial report
required to be prepared in accordance with (or reconciled to) generally accepted
accounting principles and filed with the SEC reflect all material correcting
adjustments that are identified by a RPAF in accordance with generally accepted
accounting principles and the rules and regulations of the SEC.
ACQUISITIONS. The Bank Holding Company Act requires a bank holding company to
obtain the prior approval of the Federal Reserve Board before acquiring
ownership or control of more than 5% of the voting shares or all or
substantially all of the assets of any bank or merging or consolidating with any
other bank holding company. The Bank Holding Company Act also prohibits a bank
holding company, with certain exceptions, from acquiring more than 5% of the
voting share of any company that is not a bank and from engaging in any business
other than banking or managing or controlling banks. A bank holding company that
becomes a financial holding company, such as the Company, is permitted to engage
in activities that are financial in nature or incidental to such financial
activities. Effective March 11, 2000, the Gramm-Leach-Bliley Act permitted bank
holding companies to become financial holding companies and thereby affiliate
with securities firms and insurance companies and engage in other activities
that are financial in nature. A bank holding company may become a financial
holding company if each of its subsidiary banks is well capitalized under the
Federal Deposit Insurance Corporation Improvement Act of 1991 prompt corrective
action provisions, is well managed and has at least a satisfactory rating under
the Community Reinvestment Act by filing a declaration with the Federal Reserve
Board that the bank holding company seeks to become a financial holding company.
No regulatory approval is required for a financial holding company to acquire a
company, other than a bank or savings association, engaged in activities that
are financial in nature or incidental to activities that are financial in
nature, as determined by the Federal Reserve Board.
The Gramm-Leach-Bliley Act, enacted in 1999, defines "financial in nature" to
include securities underwriting, dealing and market making; providing financial
or investment advice; insurance underwriting and agency; merchant banking
activities; and activities that the Federal Reserve Board has determined to be
closely related to banking. Subsidiary banks of a financial holding company must
continue to be well capitalized and well managed in order to continue to engage
in activities that are financial in nature without regulatory actions or
restrictions, which could include divestiture of the financial in nature
subsidiary or subsidiaries. In addition, a financial holding company or a bank
may not acquire a company that is engaged in activities that are financial in
nature unless each of the subsidiary banks of the financial holding company or
the bank has a Community Reinvestment Act rating of satisfactory or better.
29
The Company became a financial holding company under the Bank Holding Company
Act effective March 16, 2002, and the Company owns subsidiaries engaged in real
estate title and securities brokerage activities.
"SOURCE OF STRENGTH" POLICY. According to Federal Reserve Board policy, bank
holding companies are expected to act as a source of financial strength to each
subsidiary bank and to commit resources to support each such subsidiary. This
support may be required at times when a bank holding company may not be able to
provide such support.
CAPITAL REQUIREMENTS. In 2006, the Federal Reserve Board approved a final rule
that expanded the definition of a small bank holding company under the Board's
Small Bank Holding Company Policy Statement, which, among other things, exempts
certain bank holding companies from the capital requirements on a consolidated
and bank holding company only basis. The exemption applies only to bank holding
companies with less than $500 million in consolidated assets that: (i) are not
engaged in significant nonbanking activities either directly or through a
nonbank subsidiary; (ii) do not conduct significant off-balance sheet activities
(including securitization and asset management or administration) either
directly or through a nonbank subsidiary; and (iii) do not have a material
amount of debt or equity securities outstanding (other than trust preferred
securities) that are registered with the SEC. The Company currently qualifies
for this exemption and, thus, is required to meet applicable capital standards
on a bank-only basis.
RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES. Transactions between a savings
bank and its "affiliates" are subject to quantitative and qualitative
restrictions under Sections 23A and 23B of the Federal Reserve Act and FDIC
regulations. Affiliates of a savings bank include, among other entities, the
savings bank's holding company and companies that are controlled by or under
common control with the savings bank.
In general, the extent to which a savings bank or its subsidiaries may engage in
certain "covered transactions" with affiliates is limited to an amount equal to
10% of the institution's capital and surplus, in the case of covered
transactions with any one affiliate, and to an amount equal to 20% of such
capital and surplus, in the case of covered transactions with all affiliates. In
addition, a savings bank and its subsidiaries may engage in covered transactions
and certain other transactions with affiliates only on terms and under
circumstances that are substantially the same, or at least as favorable to the
savings bank or its subsidiary, as those prevailing at the time for comparable
transactions with nonaffiliated companies. A "covered transaction" is defined to
include a loan or extension of credit to an affiliate; a purchase of investment
securities issued by an affiliate; a purchase of assets from an affiliate, with
certain exceptions; the acceptance of securities issued by an affiliate as
collateral for a loan or extension of credit to any party; or the issuance of a
guarantee, acceptance or letter of credit on behalf of an affiliate.
In addition, Sections 22(h) and (g) of the Federal Reserve Act place
restrictions on loans to executive officers, directors and principal
stockholders. Under Section 22(h), loans to a director, an executive officer and
to a greater than 10% stockholder of a bank, and certain related interests of
such person generally may not exceed 15% of the bank's unimpaired capital and
surplus for loans that are not fully secured and an additional 10%
30
of the bank's unimpaired capital and surplus for loans fully secured by readily
marketable collateral. Section 22(h) also requires that loans to directors,
executive officers and principal stockholders be made on terms substantially the
same as offered in comparable transactions to other persons and requires prior
board approval for certain loans. In addition, the aggregate amount of
extensions of credit by a bank to all insiders cannot exceed the institution's
unimpaired capital and surplus. Furthermore, Section 22(g) places additional
restrictions on loans to executive officers.
TAXATION. The Company is subject to those rules of federal income taxation
generally applicable to corporations under the Internal Revenue Code. The
Company and its subsidiaries, as members of an affiliated group of corporations
within the meaning of Section 1504 of the Internal Revenue Code, file a
consolidated federal income tax return, which has the effect of eliminating or
deferring the tax consequences of inter-company distributions, including
dividends, in the computation of consolidated taxable income.
The Company also is subject to various forms of state taxation under the laws of
Illinois as a result of the business which it conducts in Illinois.
FIRST BANK & TRUST
GENERAL. First Bank is an Illinois-chartered savings bank, the deposit accounts
of which are insured by a deposit insurance fund administered the FDIC. As an
FDIC insured, Illinois-chartered savings bank, the Bank is subject to
examination, supervision, reporting and enforcement requirements of the Division
of Banking of the Illinois Department of Financial and Professional Regulation,
as the chartering authority for Illinois savings banks, and the FDIC, as
administrator of the deposit insurance fund, and to the statutes and regulations
administered by the Illinois Division of Banking and the FDIC governing such
matters as capital standards, mergers, establishment of branch offices,
subsidiary investments and activities and general investment authority. The Bank
is required to file reports with the Illinois Division of Banking and the FDIC
concerning its activities and financial condition and will be required to obtain
regulatory approvals prior to entering into certain transactions, including
mergers with, or acquisitions of, other financial institutions.
The Illinois Division of Banking and the FDIC have extensive enforcement
authority over Illinois-chartered savings banks, such as First Bank. This
enforcement authority includes, among other things, the ability to issue
cease-and-desist or removal orders, to assess civil money penalties and to
initiate injunctive actions. In general, these enforcement actions may be
initiated for violations of laws and regulations and unsafe and unsound
practices.
The Illinois Division of Banking has established a schedule for the assessment
of "supervisory fees" upon all Illinois savings banks to fund the operations of
the Illinois Division of Banking. These supervisory fees are computed on the
basis of each savings bank's total assets (including consolidated subsidiaries)
and are payable at the end of each calendar quarter. A schedule of fees has also
been established for certain filings made by Illinois savings banks with the
Illinois Division of Banking. The Illinois Division of
31
Banking also assesses fees for examinations conducted by the Illinois Division
of Banking's staff, based upon the number of hours spent by the staff performing
the examination. During the year ended December 31, 2006, First Bank paid
approximately $44,000 in supervisory fees.
INSURANCE OF ACCOUNTS. The deposits of the Bank are insured to the maximum
extent permitted by the deposit insurance fund, which is administered by the
Federal Deposit Insurance Corporation. The Bank's deposits previously were
insured under the Savings Association Insurance Fund. However, pursuant to the
Federal Deposit Insurance Reform Act of 2005 (the "FDIRA"), during 2006 the
Savings Association Insurance Fund was merged with the Bank Insurance Fund to
create a single deposit insurance fund. As insurer, the FDIC is authorized to
conduct examinations of, and to require reporting by, FDIC-insured institutions.
It also may prohibit any FDIC-insured institution from engaging in any activity
the FDIC determines by regulation or order to pose a serious threat to the FDIC.
The FDIC also has the authority to initiate enforcement actions against savings
banks.
Following the adoption of the FDIRA, the FDIC has the opportunity, through its
rulemaking authority, to better price deposit insurance for risk than was
previously authorized. The FDIC adopted regulations effective January 1, 2007
that create a new system of risk-based assessments, set assessment rates
beginning January 1, 2007 and establish a new insurance assessment system. Under
the new regulations there are four risk categories, and each insured institution
will be assigned to a risk category based on capital levels and supervisory
ratings. Well-capitalized institutions with CAMELS composite ratings of 1 or 2
will be placed in Risk Category I while other institutions will be placed in
Risk Categories II, III or IV depending on their capital levels and CAMELS
composite ratings. The new regulations also established assessment rates
beginning January 1, 2007 with the highest rated institutions, those in Risk
Category I, paying premiums of between .05% and .07% of deposits and the lowest
rated institutions, those in Risk Category IV, paying premiums of .43% of
deposits. The assessment rates may be changed by the FDIC as necessary to
maintain the insurance fund at the reserve ratio designated by the FDIC, which
currently is 1.25% of insured deposits. Deposit insurance assessments will be
collected for a quarter at the end of the next quarter. Assessments will be
based on deposit balances at the end of the quarter, except for institutions
with $1 billion or more in assets and any institution that becomes insured on or
after January 1, 2007 which will have their assessment base determined using
average daily balances of insured deposits.
In addition, the FDIC will be required to pay dividends awarded on an historical
basis to insured depository institutions whenever the reserve ratio exceeds 1.35
percent, although dividends may be suspended or limited if the FDIC determines
there is a significant risk to the deposit insurance fund. Insured depository
institutions also will receive a one-time credit which can be applied against
the payment of future premiums.
In addition to the assessment for deposit insurance, institutions are required
to make payments on bonds issued in the late 1980's by the Financing Corporation
("FICO") to recapitalize the predecessor to the Savings Association Insurance
Fund. During 2006, FICO payments approximated 1.43 basis points per dollar of
insured deposits and the premium paid by the Bank for this period was $23,700.
32
The FDIC may terminate the deposit insurance of any insured depositary
institution, including First Bank, if it determines after a hearing that the
institution has engaged or is engaging in unsafe or unsound practices, is in an
unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, order or any condition imposed by an agreement with
the FDIC. It also may suspend deposit insurance temporarily during the hearing
process for the permanent termination of insurance, if the institution has no
tangible capital. If insurance of accounts is terminated, the accounts at the
institution at the time of the termination, less subsequent withdrawals,
continue to be insured for a period of six months to two years, as determined by
the FDIC. Management is aware of no existing circumstances which would result in
termination of First Bank's deposit insurance.
CAPITAL REQUIREMENTS. The Bank is subject to various regulatory capital
requirements administered by the FDIC. FDIC regulations establish a minimum 3.0%
Tier I leverage capital requirement for the most highly-rated state-chartered,
non-member banks, with an additional cushion of at least 100 to 200 basis points
for all other state-chartered, non-member banks, which effectively increases the
minimum Tier I leverage ratio for such other banks to 4.0% to 5.0% or more.
Under FDIC regulations, the highest-rated banks are those that the FDIC
determines are not anticipating or experiencing significant growth and have well
diversified risk, including no undue interest risk exposure, excellent asset
quality, high liquidity, good earnings and, in general, which are considered a
strong banking organization, rated composite 1 under the Uniform Financial
Institutions Rating System. Tier I or core capital is defined as the sum of
common stockholders' equity (including retained earnings), noncumulative
perpetual preferred stock, and related surplus, and minority interests in
consolidated subsidiaries, minus all intangible assets other than certain
qualifying supervisory goodwill, and certain purchased mortgage servicing rights
and purchased credit and relationships.
FDIC regulations also require that savings banks meet a risk-based capital
standard. The risk-based capital standard for savings banks requires the
maintenance of total capital, which is defined as Tier I capital and
supplementary (Tier 2 capital), to risk weighted assets of 8% of which at least
4% must be Tier I capital. In determining the amount of risk-weighted assets,
all assets, plus certain off balance sheet assets, are multiplied by a
risk-weight of 0% to 100%, based on the risks the federal regulators believe are
inherent in the type of asset.
Refer to Bank capital amounts and ratios in Note 15 of the consolidated
financial statements for the Bank's capital ratios.
DIVIDENDS. The Bank is subject to various general regulatory policies and
requirements relating to the payment of dividends, including requirements to
maintain capital above regulatory minimums. The FDIC or the Illinois Division of
Banking is authorized to determine under certain circumstances relating to the
financial condition of the Bank or the Company that the payment of dividends
would be an unsafe or unsound practice and to prohibit payment thereof.
Restrictions on the payment of dividends by the Bank are more fully described
below.
33
Under the Illinois Savings Bank Act, no dividends may be declared when total
capital of a savings bank is less than that required by Illinois law. Dividends
may be paid by a savings bank out of its net profits. Written approval of the
Illinois Division of Banking is required if a savings bank has total capital of
less than 6% of total assets and the dividend to be declared in any year exceeds
50% of the savings bank's net profits for the year. The approval of the Director
of the Illinois Division of Banking also is required before dividends may be
declared that exceed a savings bank's net profits in any year. In 2006, First
Bank declared and paid dividends to the Company of $1.4 million.
SAFETY AND SOUNDNESS GUIDELINES. The FDIC and the other federal banking agencies
have established guidelines for safety and soundness, addressing operational and
managerial standards, as well as compensation matters for insured financial
institutions. Institutions failing to meet these standards are required to
submit compliance plans to their appropriate federal regulators. The FDIC and
the other agencies have also established guidelines regarding asset quality and
earnings standards for insured institutions. The Bank believes that it is in
compliance with these guidelines and standards.
FEDERAL HOME LOAN BANK SYSTEM. The Bank is a member of the Federal Home Loan
Bank of Chicago, which is one of 12 regional Federal Home Loan Banks that
administers the home financing credit function of savings institutions. Each
Federal Home Loan Bank serves as a reserve or central bank for its members
within its assigned region. It is funded primarily from proceeds derived from
the sale of consolidated obligations of the Federal Home Loan Bank System. It
makes loans to members (i.e. advances) in accordance with policies and
procedures established by the Board of Directors of the Federal Home Loan Bank.
At December 31, 2006, the Bank had $32.8 million of Federal Home Loan Bank
advances. See Note 11 to Financial Statements.
As a member, the Bank is required to purchase and maintain stock in the Federal
Home Loan Bank of Chicago in an amount equal to at least 1% of its aggregate
unpaid residential mortgage loans or similar obligations at the beginning of
each year. In addition, all borrowings from the Chicago Federal Home Loan Bank
must be supported by capital stock holdings not less than 5% of borrowings. At
December 31, 2006, the Bank had $3.7 million in Federal Home Loan Bank stock,
which was in compliance with these requirements.
The Federal Home Loan Banks are required to provide funds for the resolution of
troubled savings institutions and to contribute to affordable housing programs
through direct loans or interest subsidies on advances targeted for community
investment and low- and moderate-income housing projects. These contributions
have adversely affected the level of Federal Home Loan Bank dividends in the
past and could do so in the future. These contributions also could have an
adverse effect on the value of Federal Home Loan Bank stock in the future. The
average dividend yield on the Bank's stock was 3.35% in 2006 and 4.32% in 2005.
COMMUNITY INVESTMENT AND CONSUMER PROTECTION LAWS. In connection with its
lending activities, First Bank is subject to a variety of federal laws designed
to protect borrowers and promote lending to various sectors of the economy and
population.
34
Included among these are the federal Home Mortgage Disclosure Act, Real Estate
Settlement Procedures Act, Truth-in-Lending Act, Equal Credit Opportunity Act,
Fair Credit Reporting Act and Community Reinvestment Act.
The Community Reinvestment Act requires insured institutions to define the
communities that they serve, identify the credit needs of those communities and
adopt and implement a "Community Reinvestment Act Statement" pursuant to which
they offer credit products and take other actions that respond to the credit
needs of the community. The responsible federal banking regulator must conduct
regular Community Reinvestment Act examinations of insured financial
institutions and assign to them a Community Reinvestment Act rating of
"outstanding," "satisfactory," "needs improvement" or "unsatisfactory." In 2006,
the Community Reinvestment Act rating of the Bank was satisfactory.
FEDERAL RESERVE SYSTEM. The Federal Reserve Board requires all depository
institutions to maintain reserves against their transaction accounts (primarily
NOW and Super NOW checking accounts) and non-personal time deposits. During
2006, no reserves were required to be maintained on the first $7.8 million of
net transaction accounts, reserves of 3% were required to be maintained against
the next $40.5 million and reserves of 10% were required to be maintained on net
transaction accounts in excess of $48.3 million. The Company applied for and
received permission from the Federal Reserve to employ a deposit
reclassification process whereby a portion of our transaction accounts can be
classified as savings deposits, which are not subject to Reserve Requirements.
As a result of this reclassification, at December 31, 2006 total reserves
required to be maintained by the Federal Reserve Board were only $38,000. The
above dollar amounts and percentages are subject to periodic adjustment by the
Federal Reserve Board. Because required reserves must be maintained in the form
of vault cash or a noninterest-bearing account at a Federal Reserve Bank, the
effect of this reserve requirement is to reduce an institution's earning assets
and constrain its ability to lend.
RECENT ACCOUNTING PRONOUNCEMENTS.
In September, 2006, the Financial Accounting Standards Board (FASB) ratified
Emerging Issues Task Force No. 06-4, Postretirement Benefits Associated with
Split-Dollar Life Insurance (EITF 06-4). EITF 06-4 requires
deferred-compensation or postretirement benefit aspects of an endorsement-type
split-dollar life insurance arrangement to be recognized as a liability by the
employer. The liability for future benefits should be recognized based on the
substantive agreement with the employee, which may be either to provide a future
death benefit or to pay for the future cost of the life insurance. EITF 06-4 is
effective for fiscal years beginning after December 15, 2007. The Company is
evaluating the impact of the adoption of EITF 06-4 on its financial position,
results of operations, and cash flows.
Item 1A. Risk Factors
Information relating to Risk Factors is included in the Registrant's 2006 Annual
Report to Stockholders attached hereto as Exhibit 13 ("2006 Annual Report to
Stockholders") on
35
pages 37 through 42 under the caption "Risk Factors", and is incorporated herein
by reference.
Item 1B. Unresolved Staff Comments
None
Item 2. Properties
The following table sets forth information relating to the Bank's offices at
December 31, 2006.
Net Book Value of
Property and
Lease Leasehold
Owned or Expiration Improvements at Deposits as of
Location Leased Date December 31, 2006 December 31, 2006
-------- -------- ---------- ----------------- -----------------
101 South Central Avenue Owned -- $6,503 $112,983
Paris, Illinois 61944
610 North Michigan Avenue Owned -- 593 56,905
Marshall, Illinois 62441
1251 Woodfield Drive Leased 8/31/2009 228 26,973
Savoy, Illinois 61874
1500 East Grove Avenue Owned -- 1,303 29,521
Rantoul, Illinois 61866
10 East Cumberland Street Owned -- 329 3,438
Martinsville, Illinois
62442
826 West Champaign Leased 4/15/2007 -- 12,783
Rantoul, Illinois 61866
208 West Washington Street Owned -- 139 --
Paris, Illinois 61944
Item 3. Legal Proceedings
The Company and Bank are also subject to claims and lawsuits which arise
primarily in the ordinary course of business, such as claims to enforce liens
and claims involving the making and servicing of real property loans and other
issues. It is the opinion of management that the disposition or ultimate
determination of such possible claims or lawsuits will not have a material
adverse effect on the consolidated financial position and results of operations
of the Company and Bank.
Item 4. Submission of Matters to a Vote of Security Holders
During the quarter ended December 31, 2006, no matters were submitted to a vote
of security holders through a solicitation of proxies or otherwise.
36
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and
Issuer Purchases of Equity Securities
(a) Information relating to the market for Registrant's common stock and related
stockholder matters is under "Shareholder Information" in the 2006 Annual Report
to Stockholders attached hereto as Exhibit 13 ("2006 Annual Report to
Stockholders") on pages 91 and 92 and is incorporated herein by reference.
The Company's Board of Directors has the authority to declare dividends on the
Common Stock, subject to statutory and regulatory requirements. The Company
currently intends to pay quarterly cash dividends on the common stock at an
annual rate of $0.24 per share. However, the rate of such dividends and the
continued payment thereof will depend upon a number of factors, including
investment opportunities available to us, capital requirements, our financial
condition and results of operations, tax considerations, statutory and
regulatory limitations, and general economic conditions. No assurances can be
given that any dividends will be paid or that, if paid, will not be reduced or
eliminated in future periods. Special cash dividends or stock dividends may be
paid in addition to, or in lieu of, regular cash dividends.
Dividends from us depend upon the receipt of dividends from the Bank, because
the Company has no material source of income other than dividends from the Bank,
and interest payments with respect to our loan to our ESOP. See "Item 1.
Description of Business. Regulation-First Bank & Trust-Dividends."
Any payment of dividends by the Bank to the Company which would be deemed to be
drawn out of the Bank's bad debt reserves would require a payment of taxes at
the then-current tax rate by the Bank on the amount of earnings deemed to be
removed from the reserves for such distribution. The Bank does not intend to
make any distribution to the Company that would create such a Federal tax
liability.
Unlike the Bank, the Company is not subject to the above regulatory restrictions
on the payment of dividends to our stockholders, although the source of such
dividends may eventually depend, in part, upon dividends from the Bank in
addition to the net proceeds retained by us and earnings thereon. The Company
is, however, subject to the requirements of Delaware law, which generally
permits the payment of dividends out of surplus, except when (1) the corporation
is insolvent or would thereby be made insolvent, or (2) the declaration or
payment thereof would be contrary to any restrictions contained in the
certificate of incorporation. If there is no surplus available for dividends, a
Delaware corporation may pay dividends out of its net profits for the then
current or the preceding fiscal year or both, except that no dividend may be
paid if the corporation's assets are exceeded by its liabilities or if its net
assets are less than the amount which would be needed, under certain
circumstances, to satisfy any preferential rights of stockholders.
(b) Not Applicable.
37
(c) The following table provides information about purchases of the Company's
common stock by the Company during the quarter ended December 31, 2006.
ISSUER PURCHASES OF EQUITY SECURITIES
(d) Maximum
(c) Total Number Number of
of Shares Shares that May
Purchased as Yet Be
(a) Total Number (b) Average Part of Publicly Purchased Under
of Shares Price Paid Announced Plans the Plans
Period Purchased per Share or Programs or Programs
------ ---------------- ----------- ---------------- ---------------
10/1/2006
to
10/31/2006 -- -- -- 97,710
11/1/2006
to
11/30/2006 -- -- -- 97,710
12/1/2006
to
12/31/2006 25,500 11.56 25,500 72,210
Total 25,500 11.56 25,500 72,210
(1) The board of directors approved the repurchase by the Company of 117,710
shares over the one year period ending April 13, 2007.
Item 6. Selected Financial Data
The above captioned information appears under the caption "Selected Financial
Data" in the 2006 Annual Report to Stockholders on page 1 and is incorporated
herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation
The above captioned information appears under the caption "Management's
Discussion and Analysis" in the 2006 Annual Report to Stockholders on pages 2 to
37 and is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Sources of market risk include interest rate risk, foreign currency exchange
risk, commodity price risk and equity price risk. The Company is only subject to
interest rate risk. The Company purchased no financial instruments for trading
purposes during the year ended December 31, 2006.
38
The principal objectives of the Company's interest rate risk management function
are: (i) to evaluate the interest rate risk included in certain balance sheet
accounts; (ii) to determine the level of risk appropriate given the Company's
business focus, operating environment, capital and liquidity requirements, and
performance objectives; (iii) to establish asset concentration guidelines; and
(iv) to manage the risk consistent with Board-approved guidelines. Through such
management, the Company seeks to reduce the vulnerability of its operations to
changes interest rates and to manage the ratio of interest rate sensitive assets
to interest rate sensitive liabilities within specified maturity terms or
repricing dates. The Company's Board of Directors has established an
Asset/Liability Committee consisting of directors and senior management
officers, which is responsible for reviewing the Company's asset/liability
policies and monitoring interest rate risk as such risk relates to its operating
strategies. The committee usually meets on a quarterly basis, and at other times
as dictated by market conditions, and reports to the Board of Directors. The
committee is responsible for reviewing Company activities and strategies, and
the effect of those strategies on the Company's net interest margin, the market
value of the portfolio and the effect that changes in the interest will have on
the Company's portfolio and exposure limits.
The Company's key interest rate risk management tactics consist primarily of:
(i) emphasizing the attraction and retention of core deposits, which tend to be
a more stable source of funding; (ii) emphasizing the origination of adjustable
rate mortgage loan products and short-term commercial and consumer loans for the
in-house portfolio, although this is dependent largely on the market for such
loans; (iii) selling longer-term fixed-rate one-to-four family mortgage loans in
the secondary market; and (iv) investing primarily in U.S. government agency
instruments and mortgage-backed securities. The above captioned information
appears under the caption "Management's Discussion and Analysis--Management of
Interest Rate Risk" in the 2006 Annual Report to Stockholders on pages 34 to 37
and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated balance sheets of First BancTrust Corporation as of December
31, 2006 and 2005, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 2006, 2005, and 2004 together with the report of BKD, LLP
appears in the 2006 Annual Report to Stockholders on pages 43 to 90 and is
incorporated herein by reference. The Supplementary Data required by Item 8 is
incorporated by reference from Note 30 to the financial statements contained in
the Annual Report to Stockholders.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Item 9A. Controls and Procedures
The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and
39
Chief Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of December 31, 2006. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective.
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls during the quarter ended
December 31, 2006.
Disclosure controls and procedures are the controls and other procedures of the
Company that are designed to ensure that the information required to be
disclosed by the Company in its reports filed or submitted under the Securities
Exchange Act of 1934, as amended ("Exchange Act") is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by the Company in its reports filed under
the Exchange Act is accumulated and communicated to the Company's management,
including the principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure.
Item 9B. Other Information
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated herein by reference from
the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be
held on April 23, 2007 ("Proxy Statement"), filed on March 19, 2007 with the
Securities and Exchange Commission, under the captions "The Audit Committee" and
"Audit Committee Financial Expert" on page 7, "Code of Ethics" on page 9,
"Election of Directors" on page 9, and "Compliance With Section 16" on page 26.
Information on our Executive Officers appears under the caption "Backgrounds of
Our Executive Officers" on page 19 of the Proxy Statement and is incorporated
herein by reference.
Item 11. Executive Compensation
The information relating to executive compensation is incorporated herein by
reference from the Registrant's Proxy Statement in the section "Compensation
Discussion and Analysis" on pages 15 through 24, and "Compensation Committee
Interlocks and Insider Participation" on page 25. The information appearing
under the caption "Compensation Committee Report" on page 25 is furnished but
shall not be deemed "filed" or incorporated by reference into any filing under
the Exchange Act or the Securities Act of 1933 except as specifically set forth
therein.
40
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The information relating to security ownership of certain beneficial owners and
management and related stockholder matters is incorporated herein by reference
from the Registrant's Proxy Statement under the captions "Security Ownership of
Directors, Nominees For Directors, Most Highly Compensated Executive Officers
and All Directors and Executive Officers as a Group" and "Security Ownership of
Stockholder Holding 5% or More."
EQUITY COMPENSATION PLAN INFORMATION. The following table sets forth certain
information for all equity compensation plans and individual compensation
arrangements (whether with employees or non-employees, such as directors), in
effect as of December 31, 2006.
EQUITY COMPENSATION PLAN INFORMATION
Number of securities
Weighted-average remaining available for
Number of securities to exercise price of future issuance under equity
be issued upon exercise outstanding compensation plans (excluding
of outstanding options, options, securities reflected
warrants and rights warrants and rights in the first column)
----------------------- ------------------- -----------------------------
Equity compensation plans
approved by security holders 304,174 $9.87 2,094(1)
Equity compensation plans not
approved by security holders -- -- --
------- ----- -----
Total 304,174 $9.87 2,094(1)
======= ===== =====
(1) As of December 31, 2006, 119,576 shares of restricted stock had been
granted, which are excluded from the total.
Item 13. Certain Relationships and Related Transactions, and Director
Independence
The information relating to certain relationships and related transactions is
incorporated herein by reference from the Registrant's Proxy Statement under the
caption "Transactions With Certain Related Persons." The information relating to
director independence is incorporated herein by reference from the Registrant's
Proxy Statement under the caption "Role and Composition of the Board of
Directors."
Item 14. Principal Accountant Fees and Services
The information relating to principal accountant fees and services is
incorporated herein by reference from the Registrant's Proxy Statement under the
caption "Item 2. Ratification of Auditors."
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this report:
(1) Financial Statements
41
Consolidated Financial Statements of the Registrant are incorporated
by reference from the following indicated pages of the 2006 Annual
Report to Stockholders.
Independent Accountants' Report 43
Consolidated Balance Sheets as of December 31, 2006 and 2005 44-45
Consolidated Statements of Income for the years ended December 31, 2006
2005, and 2004 46-47
Consolidated Statements of Stockholders' Equity for the years ended
December 31, 2006, 2005, and 2004 48-49
Consolidated Statements of Cash Flows for the years ended December 31,
2006, 2005, and 2004 50-51
Notes to Consolidated Financial Statements 52-90
The remaining information appearing in the 2006 Annual Report to
Stockholders is not deemed to be filed as part of this report, except
as expressly provided herein.
(2) Schedules
All schedules are omitted because they are not required or applicable,
or the required information is shown in the consolidated financial
statements or the notes thereto.
(3)(a) Exhibits
The following exhibits are filed as part of this report, and this list
includes the Exhibit Index.
No. Description
--- -----------
3.1 Certificate of Incorporation of First BancTrust Corporation*
3.2 Amended and Restated Bylaws of First BancTrust Corporation **
4.0 Form of Stock Certificate of First BancTrust Corporation*
4.1 Trust Preferred Securities Indenture +
10.1 Employment Agreement between First BancTrust Corporation, First Bank &
Trust, s.b. and Terry J. Howard**(1)
10.2 Severance Agreement between First BancTrust Corporation, First Bank &
Trust, s.b. and Larry W. Strohm (1) (filed herewith)
10.3 2002 Stock Option Plan***(1)
42
10.4 Form of Stock Option Agreement *****(1)
10.5 2002 Recognition and Retention Plan and Trust Agreement***(1)
10.6 First BancTrust Corporation Deferred Compensation Plan **** (1)
10.7 Amendment Number One to First BancTrust Corporation Deferred Compensation
Plan **** (1)
10.8 Trust Preferred Securities Subscription Agreement +
10.9 Trust Preferred Securities Declaration of Trust +
10.10 Trust Preferred Securities Guarantee Agreement +
13.0 2006 Annual Report to Stockholders (filed herewith)
14.0 Code of Ethics (filed herewith)
21.0 Subsidiary information is incorporated herein by reference to "Part I -
Subsidiaries"
23.0 Consent of BKD, LLP (filed herewith)
31.1 Certification of Terry J. Howard, required by Rule 13a-14(a).
31.2 Certification of Ellen M. Litteral, required by Rule 13a-14(a).
32.1 Certification of Terry J. Howard, Chief Executive Officer pursuant to
Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. 1350).
32.2 Certification of Ellen M. Litteral, Chief Financial Officer pursuant to
Rule 13a-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002 (18
U.S.C. 1350).
----------
* Incorporated herein by reference from the Registration Statement on Form
SB-2, as amended, filed on December 15, 2000, Registration No. 333-51934.
** Incorporated herein by reference from the Registrant's Form 10-KSB filed on
April 1, 2002.
*** Incorporated herein by reference from the Registrant's definitive proxy
statement filed on March 22, 2002.
**** Incorporated herein by reference from the Registrant's Form 10-KSB filed on
March 28, 2003.
***** Incorporated herein by reference from the Registrant's Form 10-KSB filed
on March 29, 2005.
+ Incorporated herein by reference from the Registrant's Form 10-K filed on
March 28, 2006.
(1) Management contract or compensatory plan or arrangement.
43
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
First BancTrust Corporation
Date: January 11, 2008 /s/ Terry J. Howard
----------------------------------------
Terry J. Howard
President, Chief Executive Officer
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Date: January 11, 2008 /s/ Terry J. Howard
----------------------------------------
Terry J. Howard
President, Chief Executive Officer
and Director (Principal Executive
Officer)
Date: January 11, 2008 /s/ John W. Welborn
----------------------------------------
John W. Welborn, Director
Chairman of the Board of Directors
Date: January 11, 2008 /s/ Vick N. Bowyer
----------------------------------------
Vick N. Bowyer, Director
Date: January 11, 2008 /s/ David W. Dick
----------------------------------------
David W. Dick, Director
44
Date: January 11, 2008 /s/ James D. Motley
----------------------------------------
James D. Motley, Director
Date: January 11, 2008 /s/ Joseph R. Schroeder
----------------------------------------
Joseph R. Schroeder, Director
Date: January 11, 2008 /s/ Terry T. Hutchison
----------------------------------------
Terry T. Hutchison, Director
Date: January 11, 2008 /s/ John P. Graham
----------------------------------------
John P. Graham, Director
Date: January 11, 2008 /s/ Ellen M. Litteral
----------------------------------------
Ellen M. Litteral, Chief Financial
Officer and Treasurer (Principal
Accounting and Financial Officer)
45