UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007 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 0-32535 FIRST BANCTRUST CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 37-1406661 (IRS EMPLOYER IDENTIFICATION NO.) 101 SOUTH CENTRAL AVENUE PARIS, ILLINOIS (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 61944 (ZIP CODE) 217-465-6381 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) 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 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. [ ] LARGE ACCELERATED FILER [ ] ACCELERATED FILER [X] NON-ACCELERATED FILER INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12b-2 OF THE EXCHANGE ACT) YES [ ] NO [X] INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. AS OF MAY 9, 2007, THE REGISTRANT HAD OUTSTANDING 2,293,400 SHARES OF COMMON STOCK. First BancTrust Corporation Form 10-Q Quarterly Report Index Page ----- ---- PART I - Financial Information Item 1 Financial Statements Condensed Consolidated Balance Sheets 1 Condensed Consolidated Statements of Income 2 Condensed Consolidated Statements of Cash Flows 3 Notes to Condensed Consolidated Financial Statements 5 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3 Quantitative and Qualitative Disclosures About Market Risk 18 Item 4 Controls and Procedures 18 PART II - Other Information Item 1 Legal Proceedings 19 Item 1A Risk Factors 19 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 19 Item 3 Defaults Upon Senior Securities 20 Item 4 Submission of Matters to a Vote of Security Holders 20 Item 5 Other Information 20 Item 6 Exhibits 20 SIGNATURES 21 CERTIFICATIONS 22 FIRST BANCTRUST CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands of dollars except share data) MARCH 31, 2007 DECEMBER 31, (unaudited) 2006 ----------- ------------ ASSETS Cash and due from banks $ 7,294 $ 13,216 Interest-bearing demand deposits 2,714 15,575 -------- -------- Cash and cash equivalents 10,008 28,791 Available-for-sale securities 62,521 64,515 Held-to-maturity securities (fair value of $5,543 and $4,662) 5,677 4,780 Loans held for sale, net of unrealized loss of $2 and $3 340 836 Loans, net of allowance for loan losses of $2,222 and $2,222 194,168 185,444 Premises and equipment 10,829 11,017 Federal Home Loan Bank stock 3,749 3,749 Foreclosed assets held for sale, net 453 366 Interest receivable 2,631 2,919 Deferred income taxes 1,618 1,490 Loan servicing rights 336 351 Cash surrender value of life insurance 5,054 5,008 Goodwill 541 541 Core deposit intangibles 740 764 Other assets 510 487 -------- -------- Total assets $299,175 $311,058 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits Demand $ 19,990 $ 25,033 Savings, NOW and money market 64,967 57,844 Time 138,775 159,726 -------- -------- Total deposits 223,732 242,603 Short term borrowings 225 -- Federal Home Loan Bank advances and other borrowings 40,300 32,800 Junior subordinated debentures 6,186 6,186 Pass through payments received on loans sold 32 122 Advances from borrowers for taxes and insurance 385 148 Interest payable 396 929 Other 1,374 1,614 -------- -------- Total liabilities 272,630 284,402 -------- -------- COMMITMENTS AND CONTINGENT LIABILITIES STOCKHOLDERS' EQUITY Preferred stock, $.01 par value; 1,000,000 shares authorized and unissued Common stock, $.01 par value, 5,000,000 shares authorized; 3,041,750 shares issued; 2,293,400 and 2,318,700 shares outstanding 30 30 Additional paid-in capital 14,924 14,834 Retained earnings 19,721 19,693 Unearned employee stock ownership plan shares - 60,892 and 68,494 shares (352) (396) Accumulated other comprehensive loss (652) (679) Treasury stock, at cost - 748,350 and 723,050 shares (7,126) (6,826) -------- -------- Total stockholders' equity 26,545 26,656 -------- -------- Total liabilities and stockholders' equity $299,175 $311,058 ======== ======== See Notes to Unaudited Condensed Consolidated Financial Statements. -1- FIRST BANCTRUST CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands of dollars except share data) (unaudited) THREE MONTHS ENDED MARCH 31 2007 2006 --------------------------- ------ ------- INTEREST AND DIVIDEND INCOME Loans Taxable $3,440 $2,818 Tax exempt 14 15 Securities Taxable 627 734 Tax exempt 119 130 Dividends on Federal Home Loan Bank stock 35 50 Deposits with financial institutions and other 88 27 ------ ------ Total interest and dividend income 4,323 3,774 ------ ------ INTEREST EXPENSE Deposits 1,955 1,193 Federal Home Loan Bank advances and other debt 444 564 ------ ------ Total interest expense 2,399 1,757 ------ ------ NET INTEREST INCOME 1,924 2,017 PROVISION FOR LOAN LOSSES 132 45 ------ ------ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,792 1,972 ------ ------ NONINTEREST INCOME Customer service fees 265 229 Other service charges and fees 221 182 Net gains on loan sales 60 57 Loan servicing fees 103 128 Brokerage fees 15 21 Abstract and title fees 81 79 Increase in cash surrender value of life insurance 55 51 Other 50 38 ------ ------ Total noninterest income 850 785 ------ ------ NONINTEREST EXPENSE Salaries and employee benefits 1,291 1,328 Net occupancy expense 209 145 Equipment expense 267 237 Data processing fees 168 148 Professional fees 103 159 Foreclosed assets expense, net 4 19 Marketing expense 59 61 Printing and office supplies 39 41 Amortization of loan servicing rights 45 60 Other expenses 279 291 ------ ------ Total noninterest expense 2,464 2,489 ------ ------ INCOME BEFORE INCOME TAX 178 268 INCOME TAX EXPENSE 11 41 ------ ------ NET INCOME $ 167 $ 227 ====== ====== BASIC EARNINGS PER SHARE $ 0.08 $ 0.10 ====== ====== DILUTED EARNINGS PER SHARE $ 0.07 $ 0.10 ====== ====== DIVIDENDS PER SHARE $ 0.06 $ 0.06 ====== ====== See Notes to Unaudited Condensed Consolidated Financial Statements. -2- FIRST BANCTRUST CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of dollars) (unaudited) THREE MONTHS ENDED MARCH 31 2005 2006 --------------------------- -------- ------- OPERATING ACTIVITIES Net income 167 $ 227 Items not requiring (providing) cash Depreciation and amortization 207 127 Provision for loan losses 132 45 Loss (gain) on foreclosed assets, net (1) 9 Amortization of premiums and discounts on securities, net 16 7 Amortization of loan servicing rights 45 60 Deferred income taxes (146) (26) Amortization of intangible assets 24 16 Net gains on loan sales (60) (57) Compensation expense related to ESOP and incentive plan 134 143 Loans originated for sale (3,037) (2,506) Proceeds from sales of loans originated for sale 3,564 2,759 Changes in Interest receivable 288 328 Cash surrender value of life insurance (46) (45) Other assets (23) 180 Interest payable (533) 18 Other liabilities (240) 128 -------- ------- Net cash provided by operating activities 491 1,413 -------- ------- INVESTING ACTIVITIES Purchases of available-for-sale securities (73) (1,745) Proceeds from maturities of available-for-sale securities 2,096 3,888 Purchases of held-to-maturity securities (989) -- Proceeds from maturities of held-to-maturity securities 91 106 Net change in loans (8,970) (6,421) Proceeds from sales of foreclosed assets 28 86 Purchases of premises and equipment (19) (2,957) Capitalized interest -- (29) -------- ------- Net cash used in investing activities (7,836) (7,072) -------- ------- -3- FINANCING ACTIVITIES Net increase (decrease) in demand deposits, money market, NOW and savings accounts $ 2,080 $(2,793) Net increase (decrease) in certificates of deposit (20,951) 580 Net increase in short-term borrowings 225 1,500 Proceeds from Federal Home Bank advances 7,500 1,500 Net change in pass through payments received on loans sold (90) 23 Net change in advances from borrowers for taxes and insurance 237 246 Purchase of treasury stock (300) -- Dividends paid (139) (142) -------- ------- Net cash provided by (used in) financing activities (11,438) 914 -------- ------- DECREASE IN CASH AND CASH EQUIVALENTS (18,783) (4,745) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 28,791 12,447 -------- ------- CASH AND CASH EQUIVALENTS, END OF YEAR $ 10,008 $ 7,702 ======== ======= SUPPLEMENTAL CASH FLOWS INFORMATION Interest paid (net of capitalized interest) $ 2,932 $ 1,739 Income taxes paid (net of refunds) $ 13 $ 150 Real estate and other property acquired in settlement of loans $ 114 $ 15 See Notes to Unaudited Condensed Consolidated Financial Statements. -4- FIRST BANCTRUST CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1 - Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain disclosures required by accounting principles generally accepted in the United States of America are not included herein. These interim statements should be read in conjunction with the audited consolidated financial statements and notes thereto, included in the Company's Form 10-K filed with the Securities and Exchange Commission. Interim statements are subject to possible adjustments in connection with the annual audit of the Company for the year ended December 31, 2007. In the opinion of management of the Company, the accompanying unaudited interim condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial position and consolidated results of operations for the periods presented. The results of operations for the three months ended March 31, 2007 are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet of the Company as of December 31, 2006 has been derived from the audited consolidated balance sheet of the Company as of that date. Note 2 - Newly Adopted Accounting Pronouncement The Company adopted the provisions of FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes," on January 1, 2007. The Company has recognized no increase in its liability for unrecognized tax benefits as a result of the implementation of FIN 48. The Company files income tax returns in the U.S. federal jurisdiction and the state of Illinois jurisdiction. With a few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years before 2003. Note 3 - Junior Subordinated Debentures Capital securities of $6.0 million were issued June 15, 2005 by a statutory business trust, FBTC Statutory Trust I (Trust). 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, and are recorded as interest expense by the Company. The trust preferred -5- 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. On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the calculation of Tier 1 capital for regulatory purposes. The final rule provides a five-year transition period, ending March 31, 2009, for application of the quantitative limits to have an impact on its calculation of Tier 1 capital for regulatory purposes or its classification as well-capitalized. 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 after June 15, 2010. Interest payments are made quarterly. Interest expense generated by the debentures for both of the three months ended March 31, 2007 and 2006 totaled $90,000. Note 4 - Employee Stock Ownership Plan The Company has an Employee Stock Ownership Plan ("ESOP") for the benefit of its employees. The ESOP purchased required shares in the open market with funds borrowed from the Company. The ESOP expense was $89,000 and $94,000 for the three-month periods ended March 31, 2007 and 2006. Shares purchased by the ESOP are held in a suspense account and are allocated to ESOP participants based on a pro rata basis as debt service payments are made to the Company. The loan is secured by the shares purchased with the proceeds and will be repaid by the ESOP with funds from the Company's discretionary contributions to the ESOP and earnings on ESOP assets. Principal payments are scheduled to occur over an eight-year period. Note 5 - Earnings per Share Basic earnings per share have been computed based upon the weighted average common shares outstanding for the three month periods ended March 31, 2007 and 2006. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Earnings per share were computed as follows (dollar amounts in thousands except share data): -6- Weighted Per Average Share Income Shares Amount -------- --------- ------ FOR THE THREE MONTHS ENDED MARCH 31, 2007: Basic Earnings Per Share: Income available to common stockholders $ 167 2,196,706 $0.08 Effect of Dilutive Securities: Unearned recognition and retention plan shares 53,371 Stock Options 36,801 ------- --------- ----- Diluted Earnings per Share: Income available to common stockholders and assumed conversions $ 167 2,286,878 $0.07 ======= ========= ===== FOR THE THREE MONTHS ENDED MARCH 31, 2006: Basic Earnings Per Share: Income available to common stockholders $ 227 2,205,681 $0.10 Effect of Dilutive Securities: Unearned recognition and retention plan shares 76,025 Stock Options 47,371 ------- --------- ----- Diluted Earnings per Share: Income available to common stockholders and assumed conversions $ 227 2,329,077 $0.10 ======= ========= ===== Note 6 - Comprehensive Income Comprehensive income for the three month periods ended March 31, 2007 and 2006 is listed as follows: THREE MONTHS ENDED MARCH 31 -------------- 2007 2006 ----- ------ NET INCOME $ 167 $ 227 ----- ------ OTHER COMPREHENSIVE INCOME Unrealized appreciation (depreciation) on available-for-sale securities 27 (172) ----- ------ 27 (172) ----- ------ COMPREHENSIVE INCOME $ 194 $ 55 ===== ====== -7- Note 7 - Authorized Share Repurchase Program On April 13, 2006, the Board of Directors authorized the open-market stock repurchase of 117,710 shares, or 5%, of the Company's outstanding stock prior to April 13, 2007. As of March 31, 2007, the Company had repurchased 70,800 shares, leaving 46,910 shares available to be repurchased under this program. Previously, the Company had completed six other repurchase programs for stock repurchases of 691,750 shares. The Company issued 4,200 shares of treasury stock upon the exercise of stock options in 2005, and 10,000 shares of treasury stock upon the exercise of stock options in May, 2006. On March 15, 2007, the Board of Directors authorized the repurchase in open market transactions of 117,710 shares, or 5% or the Company's outstanding shares prior to March 15, 2008. As of May 9, 2007, the Company owned a cumulative total of 748,350 shares in treasury stock. The repurchased shares are held as treasury stock and are available for general corporate purposes. Note 8 - Commitments The Company negotiated a revolving line of credit for $2,000,000 with LaSalle Bank National Association on March 13, 2007 for a term of one year. The interest rate, currently 7.09%, is subject to change monthly, and is based on the LIBOR rate plus 175 basis points. Interest payments will be due quarterly. Principal payments may be made at month end without penalty. The loan is secured by all of the First Bank & Trust, s.b. stock owned by the Company. The initial draw of $225,000 which occurred on March 31, 2007, is also the outstanding balance as of March 31, 2007. Note 9 - Recent Accounting Pronouncements In September, 2006, the Financial Account Standards Board (FASB) issued SFAS No. 157 "Fair Value Measurements" which defines value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective for the Company on January 1, 2008, and is not expected to have a significant impact on the Company's financial statements. In February, 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which permits companies to choose to measure many financial instruments and certain other items at fair value. The objective of the new pronouncement is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective for the Company in 2008. The Company has not yet made a determination if it will elect to apply the options available in SFAS 159. -8- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 as amended, and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company and its wholly-owned subsidiaries include, but are not limited to, changes in: interest rates; general economic conditions; legislative/regulatory provisions; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality of composition of the loan or investment portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Company's market area; and accounting principles, policies, and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission. The following discussion compares the financial condition of First BancTrust Corporation (Company), First Bank & Trust, s.b. (Bank), First Charter Service Corporation, and ECS Service Corporation at March 31, 2007 to its financial condition at December 31, 2006 and the results of operations for the three-month period ending March 31, 2007 to the same period in 2006. In prior years, First Charter Service Corporation provided retail sales of uninsured investment products to customers of First Bank & Trust. In late 2004, First Bank & Trust entered into an agreement with First Advisors Financial Group LLC ("First Advisors") whereby First Advisors provides investment advisory and asset management services to Bank customers beginning in 2005. First Advisors rents office space from the Bank, and pays a percentage of fees generated from transactions with Bank customers to the Bank. As a result, First Charter Service Corporation became inactive in 2005, and has remained inactive since that time. This discussion should be read in conjunction with the interim financial statements and notes included herein. FINANCIAL CONDITION Total assets of the Company decreased by $11.9 million or 3.82%, to $299.2 million at March 31, 2007 from $311.1 million at December 31, 2006. The decrease in assets was primarily due to decreases in cash and cash equivalents and available-for-sale securities, partially offset by an -9- increase in loans, net of allowance for loan losses. The decrease in assets was primarily used to fund the reduction in deposits. The Company's cash and cash equivalents decreased by $18.8 million from $28.8 million at December 31, 2006 to $10.0 million at March 31, 2007, a 65.2% decrease. Cash and due from banks decreased by $5.9 million or 44.8% to $7.3 million at March 31, 2007 from $13.2 million at December 31, 2006. Interest-bearing demand deposits decreased by $12.9 million or 82.6% to $2.7 million at March 31, 2007 compared to $15.6 million at December 31, 2006. The decrease in cash and cash equivalents was primarily used to funds loans and to retire maturing brokered certificates of deposit. Available-for-sale investment securities amounted to $62.5 million at March 31, 2007 compared to $64.5 million at December 31, 2006, a $2.0 million decrease. The 3.1% decrease primarily resulted from $2.1 million in investment calls and maturities, primarily from payments on mortgage-backed securities, partially offset by investment purchases of $73,000 and an increase in the market valuation of the available-for-sale portfolio of $45,000. Held-to-maturity securities increased by $897,000 from $4.8 million at December 31, 2006 to $5.7 million at March 31, 2007, due to purchases of held-to-maturity securities of $989,000, partially offset by principal payments on mortgage-backed securities of $91,000. Loans held for sale, net of unrealized loss, decreased by $496,000 from $836,000 at December 31, 2006 to $340,000 at March 31, 2007. Unrealized loss on loans held for sale at March 31, 2007 was $2,000 compared to $3,000 at December 31, 2006. Loans held for sale are carried at the lower of cost or market. Single family residential loans for qualified borrowers are originated and sold to Federal Home Mortgage Corporation ("FHLMC") and to the Illinois Housing Development Authority ("IHDA"). Loans held for sale at March 31, 2007 consisted of four single-family residential loans to be sold to FHLMC and IHDA. The Company's net loan portfolio increased by $8.7 million to $194.2 million at March 31, 2007 from $185.4 million at December 31, 2006. Gross loans increased by $8.7 million while the allowance for loan losses remained constant at $2.2 million. Commercial nonresidential real estate loans increased by $2.0 million with the majority of the loan originations generated in the Savoy area. Loans secured by 1-4 family residences increased by $3.0 million, primarily due to an increase in first mortgages on 1-4 family homes in the Savoy market, and commercial real estate loans increased by $1.3 million, primarily due to new originations in Champaign County. Loans secured by farmland increased by $3.0 million from new originations primarily in Clark and Edgar counties. Agricultural production loans decreased by $552,000 due to seasonal fluctuations. At March 31, 2007, the allowance for loan losses was $2.2 million or 1.13% of the total loan portfolio compared to the allowance for loan losses at December 31, 2006 of $2.2 million or 1.18% of the total loan portfolio. During the first three months of 2007, the Company charged off $158,000 of loan losses, of which $137,000 was attributable to one commercial credit secured by printing equipment and other business assets. The chargeoffs of $158,000 were partially offset by $26,000 in recoveries from consumer loans, primarily vehicle loans. The net chargeoffs of $132,000 for the first three months of 2007 increased by $98,000 when compared -10- to net chargeoffs of $34,000 for the first three months of 2006. The Company's nonperforming loans and troubled debt restructurings increased to $2.3 million or 1.17% of total loans at March 31, 2007 compared to $1.8 million or 0.98% as a percentage of total loans at December 31, 2006. The Company's loans delinquent 90 days and over at March 31, 2007 total $1.8 million and include $1.0 million in commercial real estate loans, $329,000 in commercial loans, $205,000 in 1-4 family residential loans, $96,000 in consumer loans, and $71,000 in farmland loans, and $37,000 in agricultural production loans. The Company's troubled debt restructurings of $550,000 at March 31, 2007 consist primarily of two restructured commercial loans. Management reviews the adequacy of the allowance for loan losses quarterly, and believes that its allowance is adequate; however, the Company cannot assure that future chargeoffs and/or provisions will not be necessary. Premises and equipment decreased by $188,000 from $11.0 million at December 31, 2006 to $10.8 million at March 31, 2007, primarily due to depreciation expense of $207,000, partially offset by equipment additions of $20,000. Net foreclosed assets held for sale, totaling $453,000 at March 31, 2007 increased $87,000, or 23.8%, compared to $366,000 at December 31, 2006. As of March 31, 2007, the Company had real estate properties totaling $298,000 consisting of four residential properties, four commercial properties, and two vacant lots. Foreclosed assets are carried at lower of cost or net realizable value. Interest receivable declined by $288,000 from $2.9 million at December 31, 2006 to $2.6 million at March 31, 2007, a 9.9% decrease. This reduction is seasonal, as many agricultural loans are annual payment loans, with payments due at the beginning of the year. Deferred income taxes increased by $128,000 from $1.5 million at December 31, 2006 to $1.6 million at March 31, 2007, primarily as a result of deferred income taxes related to temporary timing differences. The Company's total deposits totaled $223.7 million at March 31, 2007 compared to $242.6 million at December 31, 2006, a decrease of $18.9 million. The 7.8% decrease in total deposits was due to a $5.0 million decrease in non-interest bearing deposits, and by a $21.0 million decrease in certificates of deposit, partially offset by and increase in savings, NOW and money market accounts of $7.1 million. The decrease of $5.0 million in demand deposits was primarily due to a shift in deposits from demand to NOW accounts, as checking products targeting seniors were reformatted. Savings accounts also increased by $2.5 million primarily due to a promotion highlighting the "Pay Yourself Savings" account to attract lower cost deposits. Time deposits decreased by $21.0 million from $159.7 million at December 31, 2006 to $138.8 million at March 31, 2007, primarily due to the reduction in brokered certificates of deposit. Brokered certificates of deposit totaling $22.9 million maturing in the first three months of 2007 were not renewed. The reductions in certificates were primarily funded by the reduction of cash and cash equivalents, and by the increase in Federal Home Loan Bank advances. Short term borrowings increased by $225,000 due to the Company securing a line of credit from LaSalle Bank National Association. The revolving line of credit was approved for $2.0 million, and is secured by the First Bank & Trust, s.b. stock owned by the Company. Federal Home Loan Bank advances increased by $7.5 million from $32.8 million at December 31, 2006 to $40.3 million at March 31, 2007. A new convertible advance of $5.0 million was obtained in March, 2007 with a lock out rate of 4.13% for one year. After the lock out term of one year has passed, -11- the Federal Home Loan Bank has the option to convert the advance to a quarterly adjustable advance, with the option of prepayment available if that should occur. Existing advances include $14.0 million which is still within the lock-out period, and advances of $11.5 million have passed the initial lock-out period and are subject to possible conversion quarterly. Fixed rate, fixed term advances at March 31, 2007 total $7.3 million, and the line of credit has a balance of $2.5 million. The total average rate of all advances was 4.28% as of March 31, 2007. The increase in borrowings was used primarily to reduce brokered certificates of deposit and to fund loan growth. Junior subordinated debentures remained constant at $6.2 million at March 31, 2007 compared to December 31, 2006. 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, 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. Interest payments are made quarterly. Advances from borrowers for taxes and insurance increased by $237,000 from $148,000 at December 31, 2006 to $385,000 at March 31, 2007. The $237,000 increase is a normal trend, as escrows typically accumulate funds in the first quarter of the year for the payment of real estate taxes later in the year. Interest payable decreased by $533,000, or 57.4% from $929,000 at December 31, 2006 to $396,000 at March 31, 2007 primarily a result of the reduction in balances of certificates of deposits. Stockholders' equity at March 31, 2007 was $26.5 million compared to $26.7 million at December 31, 2006, a decrease of $111,000. Retained earnings increased by the amount of net income or $167,000, partially offset by $139,000 in dividends declared and paid. As shares from the employee stock ownership plan vested to participants from December 31, 2006 to March 31, 2007, stockholders' equity increased by $89,000, and as shares from the incentive plan were earned by participants for the same period, stockholders' equity increased by $44,000. Accumulated comprehensive income (loss) increased by $27,000 due to an increase in the fair value of securities available for sale, net of related tax effect. Treasury stock increased by $300,000 due to the repurchase of 25,300 shares of stock for $300,000. -12- RESULTS OF OPERATIONS COMPARISON OF THREE MONTH PERIODS ENDED MARCH 31, 2007 AND 2006 Net income for the three months ended March 31, 2007 decreased by $60,000 or 26.4% from $227,000 for the three months ended March 31, 2006 to $167,000 for the three months ended March 31, 2007. The decrease in net income is primarily due to an increase in provision for loan losses and a decrease in net interest income, partially offset by an increase in noninterest income and decreases in the noninterest expense and income tax expense. Net interest income decreased $93,000 or 4.6% from $2.0 million for the three months ended March 31, 2006 to $1.9 million for the three months ended March 31, 2007. The primary reasons for the decrease in net interest income was an increase in interest expense of $642,000 partially offset by an increase in total interest and dividend income of $549,000. The Company's net interest margin was 2.89% and 3.31% during the three months ended March 31, 2007 and 2006, respectively. The net interest margin decreased as a result of a decrease in interest spread. Interest spread decreased by 46 basis points from 3.03% for the three months ended March 31, 2006 to 2.57% for the three months ended March 31, 2007. The average rate paid on interest bearing liabilities increased by 77 basis points, while the average rate earned on interest bearing assets increased by 31 basis points. The average balances of interest bearing assets for the three month period ending March 31, 2007 increased by $22.2 million to $266.2 million compared to $244.0 million in average earning assets for the three month period ending March 31, 2006. Interest bearing liabilities increased by $22.1 million from $222.4 million for the three month period ended March 31, 2006 to $244.5 million for the three month period ended March 31, 2007. The increase in interest bearing assets was primarily due to loan growth, while the increase in interest bearing liabilities was due to the acquisition of $13.0 million in Rantoul deposits in December, 2006 from another local financial institution. Total interest and dividend income increased by $549,000 or 14.5% from $3.8 million for the three months ended March 31, 2006 to $4.3 million for the three months ended March 31, 2007. The increase of $549,000 was primarily due to increases in loan interest income and interest income from deposits with financial institutions, partially offset by a reduction in interest and dividend income from securities. The increase of $621,000 in loan interest income was primarily due to a $29.0 million increase in the average loan balance and by an increase in the average loan rate of 24 basis points. Interest and dividend income from securities decreased by $118,000 primarily due to a decrease of $8.3 million in the average balance of investments, and by a decrease of 12 basis points in the average rate. Interest income from deposits with financial institutions increased by $61,000 primarily due to an increase in average rate of 82 basis points, and by an increase of $4.4 million in the average balance of deposits with financial institutions. Dividends on Federal Home Loan Bank stock decreased by $15,000 from the three months ended March 31, 2006 to the three months ended March 31, 2007 due to a decrease in the average balance of $2.9 million, partially offset by an increase in the average rate of 70 basis points. Interest expense increased by $642,000 or 36.5% from $1.8 million for the three months ended March 31, 2006 to $2.4 million for the three months ended March 31, 2007. This increase was -13- primarily due to an increase of $762,000 in interest on deposits, which was partially offset by a $120,000 decrease in interest on Federal Home Loan Bank advances and other debt. The $762,000 increase in interest expense on deposits was primarily due to an increase in the average rate paid on deposits of 101 basis points, and by an increase in the average balance of interest bearing deposits of $35.1 million. The $120,000 decrease in interest on Federal Home Loan Bank advances and other debt was due to a decrease in the average balance of $13.0 million, which was partially offset by an increase in average interest rate of 19 basis points. For the three months ended March 31, 2007 and 2006, the provision for losses on loans was $132,000 and $45,000, respectively. The provision for the three months ended March 31, 2007 was based on the Company's analysis of the allowance for loan losses. Management meets on a quarterly basis to review the adequacy of the allowance for loan losses by classifying loans in compliance with regulatory classifications. Classified loans are individually reviewed to arrive at specific reserve levels for those loans. Once the specific portion for each loan is calculated, management calculates a historical portion for each category based on a combination of loss history, current economic conditions, and trends in the portfolio. While the Company cannot assure that future chargeoffs and/or provisions will not be necessary, the Company's management believes that, as of March 31, 2007, its allowance for loan losses was adequate. Noninterest income increased $65,000 or 8.3% from $785,000 for the three months ended March 31, 2006 to $850,000 for the three months ended March 31, 2007. The increase was primarily a result of increases in customer service fees and other service charges and fees, partially offset by a decrease in loan servicing fees. Customer service fees increased by $36,000 from $229,000 for the three months ended March 31, 2006 to $265,000 for the three months ended March 31, 2007, primarily due to increased NSF and overdraft fees. Other service charges and fees increased by $39,000 from $182,000 for the three months ended March 31, 2006 compared to $221,000 for the three months ended March 31, 2007 primarily due to increases in loan related fees. Loan servicing fees decreased by $25,000 from $128,000 for the three months ended March 31, 2006 to $103,000 for the three months ended March 31, 2007, primarily due to a $3.5 million decrease in the average balance of loans serviced for others. Total noninterest expenses were $2.5 million for both the three months ended March 31, 2007 and for the three months ended March 31, 2006. The primary reasons for the $25,000 decrease were decreases in salaries and employee benefits, and professional fees, partially offset by increases in net occupancy expense, equipment expense, and data processing expense. Salaries and employee benefits decreased by $37,000 from $1.33 million for the three months ended March 31, 2006 to $1.29 million for the three months ended March 31, 2007, as a result of a decrease in health insurance expense, unemployment taxes and training expense. Net occupancy expense increased by $64,000 from $145,000 for the three months ended March 31, 2006 compared to $209,000 for the three months ended March 31, 2007. This increase can be attributed to additional occupancy expenses associated with the addition of the Martinsville and Rantoul West locations, as well as the expansion of the Paris facility. Deregulation in electrical rates in the State of Illinois in 2007 also caused substantial increases in rates charged for electricity consumption. Equipment expense increased by $30,000 primarily as a result of increases in depreciation expense and increased software license fees. Data processing fees -14- increased by $20,000 primarily due to increases in fees charged by third party service providers for the core data processing system and for the ATM network system processing. Professional fees decreased by $56,000 from $159,000 for the three months ended March 31, 2006 to $103,000 for the three months ended March 31, 2007, primarily due to a decrease in consulting fee, primarily from the elimination of an investor relations consulting firm. Foreclosed assets decreased by $15,000 from $19,000 for the three months ended March 31, 2006 to $4,000 for the three months ended March 31, 2007. Amortization of loan servicing rights decreased by $15,000 from $60,000 for the three months ended March 31, 2006 to $45,000 for the three months ended March 31, 2007, as a result of the reduction in loan servicing assets. Income tax expense was $11,000 for the three months ended March 31, 2007 as compared to $41,000 for the three months ended March 31, 2006. The decrease of $30,000 in income tax expense was primarily due to a reduction in income before income taxes of $90,000 from $268,000 for the three months ended March 31, 2006 compared to $178,000 for the three months ended March 31, 2007. The effective tax rate for the three months ended March 31, 2007 was 6.2% compared to 15.3% for the three months ended March 31, 2006. Permanent differences for the two periods were similar in amount; however, when applied against the lower income in 2007, the effect in lowering the effective tax yield was much greater. The Company adopted the provisions of FASB Interpretation No. 48 ("FIN 48"), for Uncertainty in Income Taxes," on January 1, 2007. The Company has recognized no increase in its liability for unrecognized tax benefits as a result of the implementation of FIN 48. The Company files income tax returns in the U.S. federal jurisdiction and the state of Illinois jurisdiction. With a few exceptions, the Company is no longer subject to U.S. federal, state and local on non-U.S. income tax examinations by tax authorities for years before 2003. CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with accounting standards generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates under different assumptions and conditions. Management believes that its critical accounting policies and significant estimates include determining the allowance for loan losses, the valuation of loan servicing rights, and the valuation of foreclosed real estate. Allowance for loan losses The allowance for loan losses is a significant estimate that can and does change based on management's assumptions about specific borrowers and current general economic and business conditions, among other factors. Management reviews the adequacy of the allowance for loan losses on at least a quarterly basis. The evaluation by management includes consideration of past loss experience, changes in the composition of the loan portfolio, the current condition and amount of loans outstanding, identified problem loans and the probability of collecting all amounts due. -15- The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. A worsening or protracted economic decline would increase the likelihood of additional losses due to credit and market risk and could create the need for additional loss reserves. Loan Servicing Rights The Company recognizes the rights to service loans as separate assets on the consolidated balance sheet. The total cost of loans when sold is allocated between loans and loan servicing rights based on the relative fair values of each. Loan servicing rights are subsequently carried at the lower of the initial carrying value, adjusted for amortization, or fair value. Loan servicing rights are evaluated for impairment based on the fair value of those rights. Factors included in the calculation of fair value of the loan servicing rights include estimating the present value of future net cash flows, market loan prepayment speeds for similar loans, discount rates, servicing costs, and other economic factors. Servicing rights are amortized over the estimated period of net servicing revenue. It is likely that these economic factors will change over the life of the loan servicing rights, resulting in different valuations of the loan servicing rights. The differing valuations will affect the carrying value of the loan servicing rights on the consolidated balance sheet, as well as the income recorded from loan servicing in the income statement. As of March 31, 2007 and December 31, 2006, loan servicing rights had carrying values of $336,000 and $351,000, respectively. Foreclosed Assets Held for Sale Foreclosed assets held for sale are carried at the lower of cost or fair value less estimated selling costs. Management estimates the fair value of the properties based on current appraisal information. Fair value estimates are particularly susceptible to significant changes in the economic environment, market conditions, and the real estate market. A worsening or protracted economic decline would increase the likelihood of a decline in property values and could create the need to write down the properties through current operations. LIQUIDITY At March 31, 2007, the Company had outstanding commitments to originate $9.5 million in loans, and $13.5 million available to be drawn upon for open-end lines of credit. For more information on the outstanding commitments, see the discussion below the caption "Off-Balance Sheet Arrangements and Contractual Commitments". As of March 31, 2007, the total amount of certificates scheduled to mature in the following 12 months was $108.3 million. The Company believes that it has adequate resources to fund all of its commitments. The Company's most liquid assets are cash and cash equivalents. The level of cash and cash equivalents is dependent on the Company's operating, financing, lending and investing activities during any given period. The level of cash and cash equivalents at March 31, 2007 was $10.0 million. The Company's future short-term requirements for cash are not expected to significantly change. In the event that the Company should require funds beyond its capability to generate them internally, additional sources of funds are available such as Federal Home Loan Bank advances. -16- OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL COMMITMENTS At March 31, 2007, the Company had outstanding commitments to originate loans of $9.5 million. The commitments extended over varying periods of time with the majority being disbursed within a one-year period. Loan commitments at fixed rates of interest amounted to $6.3 million, with the remainder at floating rates. In addition, the Company had outstanding unused lines of credit to borrowers aggregating $8.3 million for commercial lines of credit, and $5.2 million for consumer lines of credit. Outstanding commitments for letters of credit at March 31, 2007 totaled $577,000. Since these commitments have fixed expiration dates, and some will expire without being drawn upon, the total commitment level may not necessarily represent future cash requirements. The following table presents additional information about our unfunded commitments as of March 31, 2007, which by their terms have contractual maturity dates subsequent to March 31, 2007: More Next 12 13-36 37-60 than 60 Months Months Months Months Totals ------- ------ ------ ------- ------- (Dollars in thousands) UNFUNDED COMMITMENTS: Letters of credit $ 67 $ 510 $ -- $ -- $ 577 Lines of credit 8,597 53 323 3,611 13,484 Overdraft protection 1,166 -- -- -- 1,166 ------ ------ ---- ------ ------- Totals $9,830 $1,463 $323 $3,611 $15,227 ====== ====== ==== ====== ======= CAPITAL RESOURCES The Bank is subject to capital-to-asset requirements in accordance with Federal bank regulations. The following table summarizes the Bank's regulatory capital requirements, versus actual capital as of March 31, 2007: REQUIRED FOR TO BE WELL ACTUAL ADEQUATE CAPITAL CAPITALIZED --------------- ---------------- -------------- MARCH 31, 2007 Amount % Amount % Amount % -------------- ------- ----- ------- --- ------- ---- (Dollars in thousands) Total capital (to risk-weighted assets) $32,918 16.99 $15,499 8.0 $19,374 10.0 Tier 1 capital (to risk-weighted assets) 30,696 15.84 7,750 4.0 11,624 6.0 Tier 1 capital (to average assets) 30,696 10.33 11,884 4.0 14,856 5.0 -17- ITEM 3. 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 three months ended March 31, 2007 and 2006. 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 in 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 Company's interest rate and market risk profile has not materially changed from the year ended December 31, 2006. Please refer to the Company's Form 10-K for the year ended December 31, 2006 for further discussion of the Company's market and interest risk. ITEM 4. CONTROLS AND PROCEDURES The Company carried out an evaluation as of March 31, 2007, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. 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 March 31, 2007. -18- 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. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company and subsidiary are 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 of the Company. ITEM 1A. RISK FACTORS There have been no material changes from the risk factors set forth in Part I, Item 1A "Risk Factors" of the Company's Form 10-K for the year ended December 31, 2006. Please refer to that section of the Company's Form 10-K for disclosures regarding risks and uncertainties related to the Company's business. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS (c) The following table provides information about purchases of the Company's common stock by the Company during the quarter ended March 31, 2007. -19- ISSUER PURCHASES OF EQUITY SECURITIES (d) (c) Maximum Total Number Number of (a) of Shares Shares that Total (b) Purchased as May Yet Be Number Average Part of Publicly Purchased of Shares Price Paid Announced Plans Under the Plans Period Purchased per Share or Programs or Programs ------ --------- ---------- ---------------- --------------- 1/1/2007 to 1/31/2007 -- -- -- 72,210 2/1/2007 to 2/28/2007 6,000 11.86 6,000 66,210 3/1/2007 to 3/31/2007 19,300 11.86 19,300 164,620 ------ ----- ------ ------- Total 25,300 11.86 25,300 164,620 ====== ===== ====== ======= (1) The board of directors approved the repurchase by the Company of 117,710 shares over the one year period ending April 13, 2007. (2) The board of directors approved the repurchase by the Company of 117,710 shares over the one year period ending March 15, 2008. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS (a) Exhibits 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). -20- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST BANCTRUST CORPORATION Date: May 10, 2007 /s/ Terry J. Howard ---------------------------------------- Terry J. Howard President and Chief Executive Officer Date: May 10, 2007 /s/ Ellen M. Litteral ---------------------------------------- Ellen M. Litteral Treasurer and Chief Financial Officer -21-