UNITED STATES SECURITIES AND EXCHANGE COMMISION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2001 Commission File Number: 0-30031 MAIN STREET TRUST, INC ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Illinois 37-1338484 --------------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or organization) Number) 100 West University, Champaign, Illinois 61820 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (217) 351-6500 ---------------------------------------------------- (Registrant's telephone number, including area code) Indicate by "X" 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 the number of shares outstanding of the registrant's common stock, as of May 8, 2001 Main Street Trust, Inc. Common Stock 10,449,206 Table of Contents PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K SIGNATURES PART I. FINANCIAL INFORMATION Item 1. Financial Statements MAIN STREET TRUST, INC AND SUBSIDIARIES Consolidated Balance Sheets March 31, 2001 and December 31, 2000 (Unaudited, in thousands, except share data) March 31, December 31, 2001 2000 -------------------------- ASSETS Cash and due from banks ............................................... $ 59,765 $ 58,967 Federal funds sold and interest earning deposits ...................... 56,864 25,172 Investments in debt and equity securities: Available-for-sale, at fair value ................................... 198,841 213,686 Held-to-maturity, at cost (fair value of $75,153 and $84,849 at March 31, 2001 and December 31, 2000, respectively) 74,370 84,972 Non-marketable equity securities .................................... 4,845 4,529 Mortgage loans held for sale .......................................... 4,157 2,090 Loans, net of allowance for loan losses of $9,023 and $8,879 at March 31, 2001 and December 31, 2000, respectively ................................................. 656,660 659,849 Premises and equipment ................................................ 20,679 20,874 Accrued interest receivable ........................................... 9,432 10,629 Other assets .......................................................... 10,347 10,313 -------------------------- Total assets ................................................. $ 1,095,960 $ 1,091,081 ========================== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Deposits: Demand, non-interest bearing ..................................... $ 125,896 $ 108,981 Demand, interest bearing ......................................... 255,547 233,838 Savings .......................................................... 99,096 139,802 Time, $100 and over .............................................. 102,426 100,030 Other time ....................................................... 261,493 257,281 -------------------------- Total deposits ............................................... 844,458 839,932 Federal funds purchased, repurchase agreements and notes payable ....................................... 67,006 69,658 Federal Home Loan Bank advances and other borrowings ........................................ 40,940 40,978 Accrued interest payable ............................................ 4,127 4,584 Other liabilities ................................................... 10,774 10,527 -------------------------- Total liabilities ............................................ 967,305 965,679 -------------------------- Shareholders' equity: Preferred stock, no par value; 2,000,000 shares authorized ........ -- -- Common stock, $0.01 par value; 15,000,000 shares authorized; 10,582,484 shares issued at March 31, 2001 and and December 31, 2000, respectively .............................. 106 106 Paid in capital .................................................... 44,324 44,306 Retained earnings .................................................. 85,031 82,512 Accumulated other comprehensive income ............................. 1,711 600 -------------------------- 131,172 127,524 Less: treasury stock, at cost, 133,278 and 112,178 shares at March 31, 2001 and December 31, 2000, respectively ............ (2,517) (2,122) -------------------------- Total shareholders' equity ................................... 128,655 125,402 -------------------------- Total liabilities and shareholders' equity ................... $ 1,095,960 $ 1,091,081 ========================== See accompanying notes to unaudited consolidated financial statements. MAIN STREET TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Income For the Three Months Ended March 31, 2001 and 2000 (Unaudited, in thousands, except share data) 2001 2000 ------------------------- Interest income: Loans and fees on loans ........................................ $ 14,236 $ 12,891 Investments in debt and equity securities Taxable ..................................................... 3,682 3,942 Tax-exempt .................................................. 543 474 Federal funds sold and interest earning deposits ............... 660 597 ------------------------- Total interest income .................................... 19,121 17,904 Interest expense: Demand, savings, and other time deposits ....................... 6,756 5,861 Time deposits $100 and over .................................... 1,430 1,215 Federal funds purchased, repurchase agreements and notes payable 779 1,005 Federal Home Loan Bank advances and other borrowings ........... 614 459 ------------------------- Total interest expense ................................... 9,579 8,540 ------------------------- Net interest income ...................................... 9,542 9,364 Provision for loan losses ......................................... 235 136 ------------------------- Net interest income after provision for loan losses ...... 9,307 9,228 Non-interest income: Remittance processing .......................................... 1,660 1,875 Trust and brokerage fees ....................................... 1,277 1,411 Service charges on deposit accounts ............................ 484 487 Gain on sales of mortgage loans, net ........................... 155 34 Securities transactions, net ................................... 77 2 Other .......................................................... 434 480 ------------------------- Total non-interest income ................................ 4,087 4,289 Non-interest expense: Salaries and employee benefits ................................. 4,516 5,130 Merger related professional fees ............................... 0 2,452 Occupancy ...................................................... 614 561 Equipment ...................................................... 761 743 Data processing ................................................ 464 385 Office supplies ................................................ 389 292 Service charges from correspondent banks ....................... 123 299 Other .......................................................... 1,199 1,236 ------------------------- Total non-interest expense ............................... 8,066 11,098 Income before income taxes ............................... 5,328 2,419 Income taxes ...................................................... 1,660 1,425 ------------------------- Net income ............................................... $ 3,668 $ 994 ========================= Per share data: Basic earnings per share ....................................... $ 0.35 $ 0.09 Weighted average shares of common stock outstanding ............ 10,465,031 10,580,506 Diluted earnings per share ..................................... $ 0.34 $ 0.09 Weighted average shares of common stock and dilutive potential common shares outstanding ..................................... 10,654,506 10,804,204 See accompanying notes to unaudited consolidated financial statements. MAIN STREET TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the Three Months Ended March 31, 2001 and 2000 (Unaudited, in thousands) 2001 2000 ------------------- Net income ............................................... $ 3,668 $ 994 Other comprehensive income (loss), before tax: Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period, net of tax of $599 and ($62), for March 31, 2001 and 2000, respectively ........................ 1,162 (119) Less: reclassification adjustment for gains (losses) included in net income, net of tax of ($26) and ($1), for March 31, 2001 and 2000, respectively .... (51) (1) ------------------ Other comprehensive income (loss), net of tax ........ 1,111 (120) ------------------ Comprehensive income ................................. $ 4,779 $ 874 ================== See accompanying notes to unaudited consolidated financial statements. MAIN STREET TRUST, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the Three Months Ending March 31, 2001 and 2000 (Unaudited, in thousands) 2001 2000 ---------------------- Cash flows from operating activities: Net income .................................................................. $ 3,668 $ 994 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ............................................ 713 700 (Accretion) amortization of bond discounts and premiums, net ............. (344) 92 Provision for loan losses ................................................ 235 136 Securities transactions, net ............................................. (77) (2) Gain on sales of mortgage loans, net ..................................... (155) (34) Federal Home Loan Bank stock dividend .................................... (66) -- Other, net ............................................................... 295 1,206 Proceeds from sales of mortgage loans originated for sale ................ 15,818 3,902 Mortgage loans originated for sale ....................................... (17,730) (3,239) ---------------------- Net cash provided by operating activities .............................. 2,357 3,755 ---------------------- Cash flows from investing activities: Net decrease in loans .................................................... 2,954 2,410 Proceeds from maturities and calls of investments in debt securities: Held-to-maturity ....................................................... 15,338 1,260 Available-for-sale ..................................................... 29,825 3,160 Proceeds from sales of investments: Held-to-maturity ....................................................... 647 -- Available-for-sale ..................................................... 38,542 -- Purchases of investments in debt and equity securities: Held-to-maturity ....................................................... (6,932) (524) Available-for-sale ..................................................... (51,877) (17,196) Non-marketable ......................................................... (250) -- Principal paydowns from mortgage-backed securities: Held-to-maturity ....................................................... 1,536 834 Available-for-sale ..................................................... 467 746 Purchases of premises and equipment ...................................... (511) (105) ---------------------- Net cash provided by (used in) investing activities .................... 29,739 (9,415) ---------------------- Cash flows from financing activities: Net increase in deposits ................................................. 4,526 916 Net decrease in federal funds purchased, repurchase agreements and notes payable ................................ (2,652) (5,291) Net decrease in Federal Home Loan Bank advances and other borrowings ................................................... (38) (39) Cash dividends paid ...................................................... (1,047) (359) MSTI stock transactions, net ............................................. (395) 28 ---------------------- Net cash provided by (used in) financing activities .................... 394 (4,745) ---------------------- Net increase (decrease) in cash and cash equivalents ................... 32,490 (10,405) Cash and cash equivalents at beginning of year ................................. 84,139 87,350 ---------------------- Cash and cash equivalents at end of period ..................................... $ 116,629 $ 76,945 ====================== Supplemental disclosures of cash flow information: Cash paid during the year for: Interest ................................................................... $ 10,035 $ 8,112 Income taxes ............................................................... 1,533 939 Real estate acquired through or in lieu of foreclosure ....................... -- 85 Dividends declared not paid .................................................. 1,149 -- See accompanying notes to unaudited consolidated financial statements. MAIN STREET TRUST, INC. AND SUBSIDIARIES Notes to Unaudited Consolidated Financial Statements Note 1. Basis of Presentation The accompanying unaudited consolidated financial statements for Main Street Trust, Inc. have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. These financial statements should be read in conjunction with the audited consolidated financial statements and related notes as of and for the year ended December 31, 2000, and schedules included in Main Street Trust, Inc's. Form 10-K filed on March 30, 2001. In the opinion of management, the consolidated financial statements of Main Street Trust, Inc. (the "Company") and its subsidiaries, as of March 31, 2001 and for the three-month periods ended March 31, 2001 and 2000, include all adjustments necessary for a fair presentation of the results of those periods. All such adjustments are of a normal recurring nature. Results of operations for the three-month period ended March 31, 2001 are not necessarily indicative of the results which may be expected for the year ended December 31, 2001. For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and due from banks and federal funds sold and interest earning deposits. Generally, federal funds are sold for one-day periods. Certain amounts in the 2000 consolidated financial statements have been reclassified to conform with the 2001 presentation. Such reclassifications have no effect on previously reported net income. Note 2. Business Combination On August 12, 1999, BankIllinois Financial Corporation and First Decatur Bancshares, Inc. entered into an Agreement and Plan of Merger which provided for a "merger of equals" between the two companies, structured as a merger of the two companies into the Company. The merger, which was completed on March 23, 2000, has been accounted for as a pooling of interests and, accordingly, all prior financial statements have been restated to include both companies. As a result of the merger, former shareholders of BankIllinois Financial Corporation and First Decatur Bancshares, Inc. received 5,828,260 and 4,752,649 shares of Company common stock, respectively. The Company operates 19 banking centers and is the parent company of BankIllinois, First National Bank of Decatur, First Trust Bank of Shelbyville and FirsTech, Inc., a retail payment processing company. Note 3. New Accounting Rules and Regulations In September 2000, Statement on Financial Accounting Standards No. 140 "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities" was issued to replace Statement on Financial Accounting Standards No. 125, which was issued in June 1996. Statement No. 125 addressed issues related to transfers of financial assets in which the transferor has some continuing involvement with the transferred assets or with the transferee. Statement No. 140 resolves implementation issues which arose as a result of Statement No. 125, but carries forward most of Statement No. 125's provisions. Statement No. 140 is effective for transfers occurring after March 31, 2001 and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000. Management does not believe the adoption of Statement No. 140 will have a significant impact on its financial statements. Note 4. Income per Share Net income per common share has been computed as follows: Three Months Ended March 31, ------------------------ 2001 2000 ------------------------ Net Income ....................................... $3,668,000 $ 994,000 ======================== Shares: Weighted average common shares outstanding ..... 10,465,031 10,580,506 Dilutive effect of outstanding options, as deteremined by the application of the treasury stock method ........................ 172,990 207,452 Dilutive effect of outstanding SARs, as determined by the application of the treasury stock method ................................. 16,485 16,246 ------------------------ Weighted average common shares outstanding, as adjusted .................................. 10,654,506 10,804,204 Basic earnings per share ......................... $ 0.35 $ 0.09 ======================== Diluted earnings per share ....................... $ 0.34 $ 0.09 ======================== Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition Assets and Liabilities Total assets remained stable with assets of $1,095,960,000 at March 31, 2001 compared to $1,091,081,000 at December 31, 2000. Increases in cash, federal funds sold and interest bearing deposits, non-marketable equity securities, mortgage loans held for sale, and other assets were offset somewhat by decreases in investments in debt and equity securities available-for-sale and held-to-maturity, loans, premises and equipment and accrued interest receivable. Federal funds sold and interest earning deposits increased $31,692,000, or 125.9%, to $56,864,000 at March 31, 2001 compared to $25,172,000 at December 31, 2000. The reason for this increase was due to several factors, including lower than expected loan volume, a decrease in investment in debt and equity securities, and higher deposit growth than anticipated during the first quarter of 2001. Mortgage loans held for sale increased $2,067,000, or 98.9%, to $4,157,000 at March 31, 2001 compared to $2,090,000 at December 31, 2000. This increase was mainly due to greater demand in the mortgage loan area at March 31, 2001 than at December 31, 2000 caused by lower interest rates. Total investments in debt and equity securities decreased $25,131,000, or 8.3%, to $278,056,000 at March 31, 2001 compared to $303,187,000 at December 31, 2000, in anticipation of loan funding needs. Investments in securities available-for-sale decreased $14,845,000, or 6.9%, at March 31, 2001 compared to December 31, 2000. Investments in debt and equity securities held-to-maturity decreased $10,602,000, or 12.5%, at March 31, 2001 compared to December 31, 2000. Somewhat offsetting these decreases was an increase in non-marketable equity securities of $316,000, or 7.0%, during this time period. Loans, net of allowance for loan losses, decreased $3,189,000, or 0.5%, to $656,660,000 at March 31, 2001 from $659,849,000 at December 31, 2000. Commercial, financial and agricultural loans decreased $15,690,000, or 7.1%, at March 31, 2001 compared to December 31, 2000. Somewhat offsetting this decrease was an increase in real estate loans of $11,253,000, or 3.5%, at March 31, compared to December 31, 2000. Also, installment and consumer loans increased $1,392,000, or 1.1%, during the same period. Accrued interest receivable decreased $1,197,000, or 11.3%, to $9,432,000 at March 31, 2001 compared to $10,629,000 at December 31, 2000. This was primarily due to the decreases in investments in debt and equity securities, and the decrease in total net loans. Total liabilities increased $1,626,000, or 0.2%, to $967,305,000 at March 31, 2001 from $965,679,000 at December 31, 2000. Increases in total deposits and other liabilities were partially offset by decreases in federal funds purchased, repurchase agreements and notes payable, accrued interest payable and Federal Home Loan Bank advances and other borrowings. Total deposits increased $4,526,000, or 0.5%, to $844,458,000 at March 31, 2001 from $839,932,000 at December 31, 2000. The increase in deposits included an increase in interest bearing demand deposits of $21,709,000, or 9.3%, an increase in non-interest bearing demand deposits of $16,915,000, or 15.5%, and an increase of $6,608,000, or 1.8%, in total time deposits. Somewhat offsetting these increases was a decrease of $40,706,000, or 29.1%, in savings deposits. Federal funds purchased, repurchase agreements and notes payable decreased $2,652,000, or 3.8%, to $67,006,000 at March 31, 2001 compared to $69,658,000 at December 31, 2000. Included in this change were decreases of $3,996,000 in repurchase agreements and $631,000 in notes payable. Somewhat offsetting these decreases was an increase in federal funds purchased of $1,975,000. Accrued interest payable decreased $457,000, or 10.0%, to $4,127,000 at March 31, 2001 from $4,584,000 at December 31, 2000. This was reflective of the lower interest rate environment. Investment Securities The carrying value of investments in debt and equity securities was as follows for March 31, 2001 and December 31, 2000: Carrying Value of Securities (in thousands) March 31, December 31, 2001 2000 ------------------------ Available-for-sale: U.S. Treasury ............................... $ 19,029 $ 23,812 Federal agencies ............................ 137,291 156,322 Mortgage-backed securities .................. 21,693 11,513 State and municipal ......................... 14,139 15,349 Corporate and other obligations ............. 788 294 Marketable equity securities ................ 5,901 6,396 ----------------------- Total available-for-sale ............. $198,841 $213,686 ======================= Held-to-maturity: Federal agencies ............................ $ 14,249 $ 29,428 Mortgage-backed securities .................. 24,092 22,642 State and municipal ......................... 36,029 32,902 ----------------------- Total held-to-maturity ............... $ 74,370 $ 84,972 ======================= Non-marketable equity securities ................. $ 4,845 $ 4,529 ----------------------- Total securities ..................... $278,056 $303,187 ======================= The following table shows the maturities and weighted-average yields of investment securities at March 31, 2001. Mortgage-backed securities are placed in maturity categories based on expected payments. All other securities are shown at their contractual maturity. Maturities and Weighted Average Yields of Debt Securities (dollars in thousands) March 31, 2001 --------------------------------------------------------------------------------- 1 year 1 to 5 5 to 10 Over 10 or less years years years Total Amount Rate Amount Rate Amount Rate Amount Rate Amount Rate ---------------------------------------------------------------------------------- Securities available-for-sale U.S. Treasury ..................... $14,517 5.94% $ 4,512 5.99% $ -- -- $ -- -- $ 19,029 5.95% Federal agencies .................. 24,612 5.83% 93,404 6.01% 16,790 6.17% 2,485 5.90% 137,291 5.99% Mortgage-backed securities ........ 2,367 6.09% 15,907 6.63% 1,705 6.59% 1,714 6.68% 21,693 6.57% State and municipal ............... 232 4.36% 2,675 4.93% 8,958 4.90% 2,274 5.07% 14,139 4.93% Other securities .................. 295 7.85% 493 5.90% -- -- -- -- 788 6.63% Marketable equity securities1 ..... -- -- -- -- -- -- -- -- 5,901 -- --------------------------------------------------------------------------------- Total ...................... $42,023 $116,991 $27,453 $ 6,473 $198,841 --------------------------------------------------------------------------------- Average Yield ............................. 5.89% 6.07% 5.78% 5.82% 5.98% ================================================================================= Securities held-to-maturity Federal agencies .................. $ -- -- $12,249 5.77% $ 2,000 6.40% $ -- -- $ 14,249 5.86% Mortgage-backed securities ........ 6,632 5.78% 11,323 5.78% 864 6.39% 5,273 6.39% 24,092 5.94% State and municipal ............... 2,676 4.81% 22,064 4.31% 11,128 4.56% 161 4.89% 36,029 4.43% --------------------------------------------------------------------------------- Total ...................... $ 9,308 $45,636 $13,992 $ 5,434 $ 74,370 ================================================================================= Average Yield ............................. 5.50% 5.07% 4.94% 6.34% 5.19% ================================================================================= Non-marketable equity securities1 ......... -- -- -- -- $ 4,845 -- ==================================================================================1 Due to the nature of these securities, they do not have a stated maturity date or rate. Loans The following tables present the amounts and percentages of loans for March 31, 2001 and December 31, 2000 according to the categories of commercial, financial and agricultural; real estate; and installment and consumer loans. Amount of Loans Outstanding (dollars in thousands) March 31, 2001 December 31, 2000 ------------------- ------------------ Amount Percentage Amount Percentage --------------------------------------- Commercial, financial and agricultural $203,851 30.62% $219,541 32.83% Real estate .......................... 330,665 49.67% 319,412 47.76% Installment and consumer1 ............ 131,167 19.71% 129,775 19.41% ------------------------------------- Total loans ..................... $665,683 100.00% $668,728 100.00% ===================================== 1 Net of unearned discount The balance of loans outstanding as of March 31, 2001 by maturity is shown in the following table: Maturity of Loans Outstanding (dollars in thousands) March 31, 2001 1 year 1 to 5 Over 5 or less years years Total --------------------------------------- Commercial, financial and agricultural $ 97,042 $ 79,738 $ 27,071 $203,851 Real estate .......................... 47,956 129,994 152,715 330,665 Installment and consumer1 ............ 40,259 84,603 6,305 131,167 --------------------------------------- Total ................................ $185,257 $294,335 $186,091 $665,683 ======================================= Percentage of total loans outstanding 27.83% 44.22% 27.95% 100.00% ======================================= 1 Net of unearned discount Capital Total shareholders' equity increased $3,253,000 from December 31, 2000 to March 31, 2001. The change is summarized as follows: (in thousands) -------------- Shareholders' equity, December 31, 2000 .................... $ 125,402 Net income ................................................. 3,668 Treasury stock transactions, net ........................... (395) Stock appreciation rights .................................. 18 Cash dividends declared .................................... (1,149) Other comprehensive income ................................. 1,111 --------- Shareholders' equity, March 31, 2001 ....................... $ 128,655 ========= On March 20, 2001, the board of directors of the Company declared a quarterly cash dividend of $0.11 per share of the Company's common stock. The dividend of $1,149,000 was paid on April 20, 2001 to holders of record on April 9, 2001. The Company and its subsidiary banks are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company's and its subsidiary banks' financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, banks must meet specific guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's and its subsidiary banks' capital amounts and classification are also subject to qualitative judgements by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and its subsidiary banks to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of March 31, 2001, that the Company and its subsidiary banks exceeded all capital adequacy requirements to which they are subject. As of March 31, 2001, the most recent notifications from primary regulatory agencies categorized all the Company's subsidiary banks as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, banks must maintain minimum total capital to risk-weighted assets, Tier I capital to risk-weighted assets, and Tier I capital to average assets ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed any of the Company's subsidiary banks' categories. The Company's and the Banks' actual capital amounts and ratios are presented in the following table (in thousands): To Be Well For Capital Capitalized Under Adequacy Prompt Corrective Actual Purposes: Action Provisions: ----------------------------------------------- Amount Ratio Amount Ratio Amount Ratio ----------------------------------------------- As of March 31, 2001: Total capital (to risk-weighted assets) Consolidated .................. $136,719 18.5% $59,014 8.0% N/A BankIllinois .................. $ 64,779 16.0% $32,431 8.0% $40,539 10.0% First National Bank of Decatur $ 46,409 17.1% $21,700 8.0% $27,125 10.0% First Trust Bank of Shelbyville $ 12,462 25.5% $ 3,905 8.0% $ 4,881 10.0% Tier I capital (to risk-weighted assets) Consolidated .................. $127,670 17.3% $29,507 4.0% N/A BankIllinois .................. $ 59,644 14.7% $16,215 4.0% $24,323 6.0% First National Bank of Decatur $ 42,844 15.8% $10,850 4.0% $16,275 6.0% First Trust Bank of Shelbyville $ 12,110 24.8% $ 1,952 4.0% $ 2,929 6.0% Tier I capital (to average assets) Consolidated .................. $127,670 11.7% $43,813 4.0% N/A BankIllinois .................. $ 59,644 10.4% $22,925 4.0% $28,656 5.0% First National Bank of Decatur $ 42,844 9.8% $17,560 4.0% $21,950 5.0% First Trust Bank of Shelbyville $ 12,110 16.4% $ 2,954 4.0% $ 3,692 5.0% Interest Rate Sensitivity The concept of interest rate sensitivity attempts to gauge exposure of the Company's net interest income to adverse changes in market driven interest rates by measuring the amount of interest-sensitive assets and interest-sensitive liabilities maturing or subject to repricing within a specified time period. Liquidity represents the ability of the Company to meet the day-to-day demands of deposit customers balanced by its investments of these deposits. The Company must also be prepared to fulfill the needs of credit customers for loans with various types of maturities and other financing arrangements. The Company monitors its interest rate sensitivity and liquidity through the use of static gap reports which measure the difference between assets and liabilities maturing or repricing within specified time periods as well as financial forecasting/budgeting/reporting software packages. The following table presents the Company's interest rate sensitivity at various intervals at March 31, 2001: (dollars in thousands) ------------------------------------------------------------------------- 1-30 31-90 91-180 181-365 Over Days Days Days Days 1 year Total ------------------------------------------------------------------------- Interest earning assets: Federal funds sold and interest earning deposits ................... $ 56,864 $ -- $ -- $ -- $ -- $ 56,864 Debt and equity securities * ......... 5,522 12,112 12,996 32,518 214,908 278,056 Loans ** ............................. 167,276 24,486 40,246 77,434 360,398 669,840 ------------------------------------------------------------------------- Total earning assets ............. $ 229,662 $ 36,598 $ 53,242 $ 109,952 $ 575,306 $1,004,760 ------------------------------------------------------------------------- Interest bearing liabilities: Savings and interest bearing demand deposits*** ................. $ 24,003 $ 1,374 $ 2,062 $ 4,127 $ 156,846 $ 188,412 Money market savings deposits ........ 145,021 -- -- -- -- 145,021 Time deposits ........................ 30,759 59,029 67,132 107,069 99,930 363,919 Federal funds purchased, repurchase agreements, and notes payable .................. 62,321 114 4,350 121 100 67,006 FHLB advances and other borrowings ................... -- 15 1,000 5,192 34,733 40,940 ------------------------------------------------------------------------- Total interest bearing liabilities $ 262,104 $ 60,532 $ 74,544 $ 116,509 $ 291,609 $ 805,298 ------------------------------------------------------------------------- Net asset (liability) funding gap .... $ (32,442) (23,934) (21,302) (6,557) 283,697 199,462 ------------------------------------------------------------------------- Repricing gap ........................ 0.88 0.60 0.71 0.94 1.97 1.25 Cumulative repricing gap ............. 0.88 0.83 0.80 0.84 1.25 1.25 =========================================================================* Debt and equity securities include securities available-for-sale, securities held to maturity, and non-marketable equity securities ** Loans are gross and include mortgage loans held-for-sale. *** The total of savings and interest-bearing demand deposits does not include $21,210,000 of non-transactional accounts which are savings accounts that are non-interest bearing. Included in the 1-30 day category of savings and interest-bearing demand deposits are non-core deposits plus a percentage, based upon industry-accepted assumptions and Company analysis, of the core deposits. "Core deposits" are the lowest average balance of the prior twelve months for each product type included in this category. "Non-core deposits" are the difference between the current balance and core deposits. The time frames include a percentage, based upon industry-accepted assumptions and Company analysis, of the core deposits, as follows: 1-30 Days 31-90 Days 91-180 Days 181-365 Days Over 1 Year ---------------------------------------------------------------- Savings and interest-bearing demand deposits .............. 0.45% 0.85% 1.25% 2.45% 95.00% At March 31, 2001, the Company was liability-sensitive due to the levels of savings and interest bearing demand deposits, short-term time deposits, and short-term borrowings. As such, the effect of a decrease in the interest rate for all interest earning assets and interest bearing liabilities of 100 basis points would increase annualized net interest income by approximately $324,000 in the 1-30 days category and $564,000 in the 1-90 days category assuming no management intervention. An increase in interest rates would have the opposite effect for the same time periods. In addition to managing interest rate sensitivity and liquidity through the use of gap reports, the Company has provided for emergency liquidity situations with informal agreements with correspondent banks which permit the Company to borrow federal funds on an unsecured basis. Additionally, the Company can borrow approximately $26,444,000 from the Federal Home Bank on a secured basis. The Company uses financial forecasting/budgeting/reporting software packages to perform interest rate sensitivity analysis for all product categories. The Company's primary focus of its analysis is on the effect of interest rate increases and decreases on net interest income. Management believes that this analysis reflects the potential effects on current earnings of interest rate changes. Call criteria and prepayment assumptions are taken into consideration for investments in debt and equity securities. All of the Company's financial instruments are analyzed by a software database which includes each of the different product categories which are tied to key rates such as prime, Treasury Bills, or the federal funds rate. The relationships of each of the different products to the key rate that the product is tied to is proportional. The software reprices the products based on current offering rates. The software performs interest rate sensitivity analysis by performing rate shocks of plus or minus 200 basis points in basis point increments. The following table shows projected results at March 31, 2001 and December 31, 2000 of the impact on net interest income from an immediate change in interest rates. The results are shown as a percentage change in net interest income over the next twelve months. +200 +100 -100 -200 ----------------------------------------- March 31, 2001 .................. 3.7% 1.8% (1.8%) (3.7%) December 31, 2000 ............... 0.2% 0.1% (0.1%) (0.2%) The Company continues to remain liability sensitive, causing a projected decrease in net interest income from a decrease in interest rates, and having an opposite affect from an increase in interest rates. The foregoing computations are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit mix. The computed estimates should not be relied upon as a projection of actual results. Despite the limitations on preciseness inherent in these computations, management believes that the information provided is reasonably indicative of the effect of changes in interest rate levels on the net earning capacity of the Company's current mix of interest earning assets and interest bearing liabilities. Management continues to use the results of these computations, along with the results of its computer model projections, in order to maximize current earnings while positioning the Company to minimize the effect of a prolonged shift in interest rates that would adversely affect future results of operations. At the present time, the most significant market risk affecting the Company is interest rate risk. Other market risks such as foreign currency exchange risk and commodity price risk do not occur in the normal business of the Company. The Company also is not currently using trading activities or derivative instruments to control interest rate risk. Liquidity and Cash Flows The Company was able to meet liquidity needs during the first three months of 2001. A review of the consolidated statements of cash flows included in the accompanying financial statements shows that the Company's cash and cash equivalents increased $32,490,000 from December 31, 2000 to March 31, 2001. This increase came from increases in net cash provided by operating activities, investing activities and financing activities. There were differences in sources and uses of cash during the first three months of 2001 compared to the first three months of 2000. Less cash was provided by operating activities due to less net proceeds from transactions involving mortgage loans originated for sale in the first three months of 2001 compared to the same period of 2000 and less cash provided by other operating activities. Somewhat offsetting this was an increase in net income. Cash was provided by investing activities during the first three months of 2001 compared to cash used during the same period of 2000 primarily due to changes in the Company's investment portfolio. During the first three months of 2001, the investment portfolio decreased $25,131,000 compared to an increase of $11,448,000 during the same period of 2000. Cash was provided by financing activities during the first three months of 2001 compared to cash used during the same period of 2000 primarily due to a larger growth in deposits providing more cash, somewhat offset by a smaller decrease in federal funds purchased, repurchase agreements and notes payable using less cash during the first three months of 2001 compared to the first three months of 2000. Provision and Allowance for Loan Losses The provision for loan losses is based on management's evaluation of the loan portfolio in light of national and local economic conditions, changes in the composition and volume of the loan portfolio, changes in the volume of past due and nonaccrual loans, and other relevant factors. The allowance for loan losses, which is reported as a deduction from loans, is available for loan charge-offs. The allowance is increased by the provision charged to expense and is reduced by loan charge-offs net of loan recoveries. The balance of the allowance for loan losses was $9,023,000 at March 31, 2001 compared to $8,879,000 at December 31, 2000, as net charge-offs were $91,000 and provisions totaled $235,000 during the first three months of 2001. The allowance for loan losses as a percentage of gross loans, including loans held-for-sale, was 1.35% at March 31, 2001, compared to 1.32% at December 31, 2000 as gross loans, including loans held-for-sale, remained fairly stable, decreasing slightly to $669,840,000 at March 31, 2001 from $670,818,000 at December 31, 2000. The allowance for loan losses as a percentage of non-performing loans was 539% at March 31, 2001. Non-performing loans, while increasing from $1,448,000 at December 31, 2000, remained at an acceptable level of $1,674,000. The $226,000 increase in non-performing loans during the first three months resulted from a $441,000 increase in loans over 90 days past due, which was partially offset by a $215,000 decrease in non-accruals. The allowance for loan losses increased from $8,879,000 at December 31, 2000, to $9,023,000 at March 31, 2001 as provisions of $235,000 for the quarter exceeded net loans charged off of $91,000. Although unforeseen market conditions could result in significant adjustments in the future, management believes that problem assets have been effectively identified and that the allowance for loan losses is adequate to absorb possible losses in the portfolio which are reasonably anticipated. However, there can be no assurance that the allowance for loan losses will be adequate to cover all losses. Along with other financial institutions, management shares a concern for the continued softening of the economy in 2001. Should the economic climate continue to deteriorate, borrowers may experience difficulty, and the level of non-performing loans, charge-offs, and delinquencies could rise and require further increases in the provision. The following table summarizes changes in the allowance for loan losses by loan categories for each period and additions to the allowance for loan losses which have been charged to operations. Allowance for Loan Losses (dollars in thousands) March 31, --------------------- 2001 2000 --------------------- Allowance for loan losses at beginning of year ............................. $ 8,879 $ 8,682 --------------------- Charge-offs during period: Commercial, financial and agricultural ........ $ (15) $ (9) Real estate ................................... -- (14) Installment and consumer ...................... (213) (139) --------------------- Total .................................... $ (228) $ (162) --------------------- Recoveries of loans previously charged off: Commercial, financial and agricultural ........ $ 44 $ 335 Real estate ................................... 63 1 Installment and consumer ...................... 30 57 --------------------- Total .................................... $ 137 $ 393 --------------------- Net (charge-offs) recoveries ........ $ (91) $ 231 Provision for loan losses .......................... 235 136 --------------------- Allowance for loan losses at end of period ......... $ 9,023 $ 9,049 ===================== Ratio of net (charge-offs) recoveries to average net loans ............................. (0.01%) 0.04% ===================== The following table shows the allocation of the allowance for loan losses allocated to each category. March 31, December 31, 2001 2000 ----------------------- Allocated: Commercial, financial and agricultural .......... $3,389 $3,426 Residential real estate ......................... 883 855 Installment and consumer ........................ 1,823 1,649 ------------------- Total allocated allowance .................. $6,095 $5,930 Unallocated allowances ............................... 2,928 2,949 ------------------- Total ................................................ $9,023 $8,879 =================== The following table presents the aggregate amount of loans considered to be nonperforming for the periods indicated. Nonperforming loans include loans accounted for on a nonaccrual basis, accruing loans contractually past due 90 days or more as to interest or principal payments and loans which are troubled debt restructurings as defined in Statement of Financial Accounting Standards No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings." Nonperforming Loans (dollars in thousands) March 31, December 31, 2001 2000 ----------------------- Nonaccrual loans 1 ................................. $ 387 $ 602 ================== Loans past due 90 days or more ..................... $1,287 $ 846 ================== Renegotiated loans ................................. $ 84 $ 88 ================== 1 Includes $182,000 at March 31, 2001 and $505,000 at December 31, 2000 of real estate and consumer loans which management does not consider impaired as defined by the Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan" (SFAS 114). Results of Operations Results of Operations For the Three Months Ended March 31, 2001 The merger of equals to create the Company, which occurred near the end of the first quarter of 2000, resulted in significant merger related costs which were expensed during the first three months of 2000. These expenses had a significant effect on the reported net income of the combined entity during the first quarter of 2000. Net income for the first three months of 2001 was $3,668,000, a $2,674,000, or 269.0%, increase from $994,000 for the same period in 2000. Basic earnings per share increased $0.26, or 288.9%, to $0.35 in the first quarter of 2001 from $0.09 in the first quarter of 2000. Diluted earnings per share increased $0.25, or 277.8%, to $0.34 in the first three months of 2001 from $0.09 during the same period in 2000. Operating earnings for the three months ended March 31, 2001, were $3,883,000 compared to $3,859,000 for the same period in 2000, an increase of $24,000, or 0.6%. Basic operating earnings per share increased to $0.37, or 2.8%, in the first quarter of 2001 from $0.36 in the first quarter of 2000. Diluted earnings per share on operating earnings remained unchanged at $0.36 in the first three months of 2001 compared to the same period in 2000. The difference between operating and net earnings was due to merger and restructuring related expenses, net of tax, of $215,000 during the first quarter of 2001 compared to $2,865,000 during the first quarter of 2000. The 2001 merger and restructuring related expenses consisted of $50,000 of data processing expense and $276,000 of termination of employment contracts, offset by $111,000 of tax benefit. The 2000 merger and restructuring related expenses consisted of $2,452,000 of professional fees, $713,000 of early retirement and termination of employment contracts, offset by $300,000 of tax benefit. The following schedule "Consolidated Average Balance Sheet and Interest Rates" provides details of average balances, interest income or interest expense, and the average rates for the Company's major asset and liability categories. Consolidated Average Balance Sheet and Interest Rates (dollars in thousands) Three Months Ended March 31, ------------------------------------------------------------------- 2001 2000 ------------------------------ ---------------------------------- Average Average Balance Interest Rate Balance Interest Rate ------------------------------------------------------------------- Assets Taxable investment securities1 ........... $ 247,313 $ 3,682 5.96% $ 265,364 $ 3,942 5.94% Tax-exempt investment securities1 (TE) ... 48,111 823 6.84% 42,285 718 6.79% Federal funds sold and interest earning deposits2 .......................... 46,174 660 5.72% 35,385 597 6.75% Loans3,4 (TE) ............................ 657,788 14,247 8.66% 598,691 12,902 8.62% ------------------------------------------------------------------- Total interest earning assets and interest income (TE) ....... $ 999,386 $ 19,412 7.77% $ 941,725 $ 18,159 7.71% ------------------------------------------------------------------- Cash and due from banks .................. $ 55,702 $ 55,906 Premises and equipment ................... 20,842 22,184 Other assets ............................. 19,388 21,931 -------------------------------------------------------------------- Total assets ....................... $1,095,318 $1,041,746 ==================================================================== Liabilities and Shareholders' Equity Interest bearing demand deposits ......... $ 263,364 $ 2,359 3.58% $ 229,789 $ 2,053 3.57% Savings .................................. 76,851 493 2.57% 91,264 478 2.10% Time deposits ............................ 361,949 5,334 5.89% 339,155 4,545 5.36% Federal funds purchased, repurchase agreements and notes payable ....... 70,621 779 4.41% 79,085 1,005 5.08% FHLB advances and other borrowings ....... 39,073 614 6.29% 32,043 459 5.73% ------------------------------------------------------------------- Total interest bearing liabilities and interest expense $ 811,858 $ 9,579 4.72% $ 771,336 $ 8,540 4.43% ------------------------------------------------------------------- Noninterest bearing demand deposits5 ..... $ 102,601 $ 83,784 Noninterest bearing savings deposits5 .... 37,819 56,961 Other liabilities ........................ 15,959 12,873 ------------------------------------------------------------------- Total liabilities .................. $ 968,237 $ 924,954 Shareholders' equity ..................... 127,081 116,792 ------------------------------------------------------------------- Total liabilities and shareholders' equity ........... $1,095,318 $1,041,746 =================================================================== Interest spread (average rate earned minus average rate paid) (TE) ...... 3.05% 3.28% =================================================================== Net interest income (TE) ................. $ 9,833 $ 9,619 ==================================================================== Net yield on interest earning assets (TE) ................ 3.94% 4.09% ====================================================================Notes to Consolidated Average Balance Sheet and Interest Rate Tables: 1 Investments in debt securities are included at carrying value. 2 Federal funds sold and interest earning deposits include approximately $35,000 and $44,000 in 2001 and 2000, respectively, of interest income from third party processing of cashier checks. 3 Loans are net of allowance for loan losses and include mortgage loans held for sale. Nonaccrual loans are included in the total. 4 Loan fees of approximately $175,000 and $235,000 in 2001 and 2000, respectively, are included in total loan income. 5 Due to current regulatory issues, the Company is allowed to reclassify certain demand deposits to savings deposits. Accounts identified as transactional remained in the demand categories, while accounts identified as non-transactional were reclassified into the savings categories. The classification was based upon whether the account balance was fluctuating or whether it exhibited stable balance portions, which were called non-transactional. Banks are required to hold balances at the Federal Reserve Bank based upon transactional account balances. By identifying these accounts as non-transactional, the Company was able to reduce the balances required to be held at the Federal Reserve Bank in a non-interest bearing reserve account. Net interest income, the most significant component of the Company's earnings, is the difference between interest received or accrued on the Company's earning assets - primarily loans and investments - and interest paid or accrued on deposits and borrowings. In order to compare the interest generated from different types of earning assets, the interest income on certain tax-exempt investment securities and loans is increased for analysis purposes to reflect the income tax savings provided by these tax-exempt assets. The adjustment to interest income for tax-exempt investment securities and loans was calculated based on the federal income tax statutory rate of 34%. The following table presents, on a tax equivalent (TE) basis, an analysis of changes in net interest income resulting from changes in average volumes of earning assets and interest bearing liabilities and average rates earned and paid. The change in interest due to the combined rate/volume variance has been allocated to rate and volume changes in proportion to the absolute dollar amounts of change in each. Analysis of Volume and Rate Changes (in thousands) Three Months Ended March 31, 2001 Increase (Decrease) From Previous Due to Due to Year Volume Rate ------------------------------- Interest Income Taxable investment securities .................. $ (260) $ (320) $ 60 Tax-exempt investment securities (TE) .......... 105 100 5 Federal funds sold and interest earning deposits 63 528 (465) Loans (TE) ..................................... 1,345 1,280 65 ------------------------------ Total interest income (TE) ............... $ 1,253 $ 1,588 ($ 335) ----------------------------- Interest Expense Interest bearing demand and savings deposits1 .. $ 321 $ 156 $ 165 Time deposits .................................. 789 318 471 Federal funds purchased, repurchase agreements and notes payable .. (226) (101) (125) FHLB advances and other borrowings ............. 155 107 48 ----------------------------- Total interest expense ......................... $ 1,039 $ 480 $ 559 ----------------------------- Net Interest Income (TE) .............................. $ 214 $ 1,108 ($ 894) =============================Notes: 1 Due to deposit reclassifications described below, interest bearing demand and savings deposits are included in the same line for comparability. Net interest income on a tax equivalent basis was $214,000, or 2.2% higher for the first three months of 2001 compared to 2000. Total tax-equivalent interest income was $1,253,000, or 6.9% higher in 2001 compared to 2000, and interest expense increased $1,039,000, or 12.2%. The increase in interest income was mainly due to an increase in average earning assets. The increase in interest expense was due to a combination of higher average balances and higher rates. The increase in total interest income was mainly due to an increase in interest income from loans as well as federal funds sold and interest bearing deposits and tax-exempt investment securities, offset somewhat by a decrease in income from taxable investment securities. The increase in interest income from loans was primarily due to an increase in average loans outstanding during the first three months of 2001 compared to the first three months of 2000. The increase in interest from federal funds sold and interest earning deposits was mainly due to an increase in average balances during the first quarter of 2001 compared to the first quarter of 2000, offset somewhat by a decrease in rates. The increase in interest from tax-exempt investments was primarily caused by an increase in the average balance during the first three months of 2001 compared to the same period in 2000. The decrease in taxable investment interest income was mainly due to a decrease in average balances in the first quarter of 2001 compared to the first quarter of 2000. The decrease in the total average investment portfolio was primarily caused by shifting assets to fund loan growth. The increase in total interest expense was due to increases in interest on time deposits, interest bearing demand and savings deposits, and FHLB advances and other borrowings, offset somewhat by a decrease in interest expense on federal funds purchased, repurchase agreements and notes payable. Interest expense on time deposits increased during the first quarter of 2001 compared to the first quarter of 2000 due to both higher rates and higher average balances. Interest expense on interest bearing demand and savings deposits increased in the first quarter of 2001 compared to the first quarter of 2000 due to both higher rates and higher average balances. Also contributing to the increase in total interest expense was an increase in interest on FHLB advances and other borrowings which was due to both an increase in the average balance and rates on these accounts. Somewhat offsetting the increase in total interest expense was a decrease in interest on federal funds purchased, securities sold under repurchase agreements and notes payable, which was due to both lower rates and lower average balances. The provision for loan losses recorded was $235,000 during the first three months of 2001. This was $99,000, or 72.8%, higher than the $136,000 recorded during the first three months of 2000. The provision during both periods was based on management's analysis of the loan portfolio, as discussed in the provision and allowance for loan losses section above. Total non-interest income decreased $202,000, or 4.7%, during the first three months of 2001 compared to the first three months of 2000. Included in this decrease was a decrease of $215,000, or 11.5%, in income from remittance processing. This decrease was primarily due to a shift from lockbox payments to mechanized payments which have lower revenue streams as well as lower costs. Income from trust and brokerage fees decreased $134,000, or 9.5%, during the first quarter of 2001 compared to the first quarter of 2000. This was due, in part, to a decrease in total assets under management, and associated income, as a result of stock market fluctuations during the first quarter of 2001. Other income decreased $46,000, or 9.6%, during the first three months of 2001 compared to the same period in 2000. Somewhat offsetting these decreases was a $75,000, or 3,750.0%, increase in income from securities transactions during the first three months of 2001 compared to the same period in 2000. Gains on sales of mortgage loans held-for-sale increased $121,000, or 355.9%, during the first three months of 2001 compared to the same period in 2000. This increase reflected a $11,916,000, or 305.4%, increase in funded mortgage loans held-for-sale during the first quarter of 2001 compared to the first quarter of 2000. This increase was reflective of lower interest rates during the first three months of 2001. Total non-interest expense decreased $3,032,000, or 27.3%, during the first three months of 2001 compared to the same period in 2000. Of this decrease, $2,452,000 was due to merger related professional fees. Salaries and employee benefits decreased $614,000, or 12.0%, during the first quarter of 2001 compared to the first quarter of 2000. Salaries and employee benefits in the first quarter of 2001 included $276,000 of expenses related to the termination of employment contracts compared to $713,000 in expenses in the first quarter of 2000 related to early retirement and termination of employment contracts as a result of the merger. Service charges from correspondent banks decreased $176,000, or 58.9%, in the first three months of 2001 compared to the same period in 2000. This was mainly due to a trend toward fewer lockbox transactions, resulting in decreased service charges from correspondent banks. Also contributing to the overall decrease in non-interest expense was a decrease of $37,000, or 3.0%, in other expense during the first quarter of 2001 compared to the first quarter of 2000. Somewhat offsetting these decreases was an increase of $18,000, or 2.4%, in equipment expense during the first three months of 2001 compared to the same period in 2000. Data processing expense increased $79,000, or 20.5%, in the first quarter of 2001 compared to the first quarter of 2000. Included in data processing expense in the first quarter of 2001 were expenses related to computer system conversion and early contract termination as the Company's subsidiaries continued to move toward the same data processing system. Occupancy expense increased $53,000, or 9.4%, during the first three months of 2001 compared to the same period in 2000. Office supplies increased $97,000, or 33.2%, in the first quarter of 2001 compared to the first quarter of 2000. Included in office supplies expense were additional printing and mailing expense to announce the aforementioned computer system conversion, and additional supplies purchased as a result of the conversion. Income tax expense increased $235,000, or 16.5%, during the first three months of 2001 compared to the first three months of 2000. The effective tax rate decreased to 31.2% during the first quarter of 2001 from 58.9% during the first quarter of 2000. This difference was due to $2,292,000 of merger related professional fees for which no tax benefit had been recognized in the first quarter of 2000. Business Segment Information The Company currently operates in two industry segments. The primary business involves providing banking services to central Illinois. BankIllinois, First National Bank of Decatur and First Trust Bank of Shelbyville offer a full range of financial services to business and individual customers. These services include demand, savings, time and individual retirement accounts; commercial, consumer (including automobile loans and personal lines of credit), agricultural, and real estate lending; safe deposit and night depository services; farm management; full service trust departments; discount brokerage services and purchases of installment obligations from retailers, primarily without recourse. The other industry segment involves retail payment processing. FirsTech provides the following services to electric, water and gas utilities, telecommunication companies, cable television firms and charitable organizations: retail lockbox processing of payments delivered by mail to the biller; processing of payments delivered by customer to pay agents such as grocery stores, convenience stores and currency exchanges; and concentration of payments delivered by the Automated Clearing House network, money management software such as Quicken and through networks such as Visa e-Pay and Mastercard RPS. The following is a summary of selected data for the various business segments: Banking Remittance Services Services Company Eliminations Total ------------------------------------------------------------------------------------------------- March 31, 2001 Total interest income ....... $ 19,123 $ 37 $ 27 $ (66) $ 19,121 Total interest expense ...... 9,645 -- -- (66) 9,579 Provision for loan losses ... 235 -- -- -- 235 Total non-interest income ... 2,446 1,777 4,011 (4,147) 4,087 Total non-interest expense .. 6,427 1,332 513 (206) 8,066 Income before income tax .... 5,262 482 3,525 (3,941) 5,328 Income tax expense .......... 1,638 165 (143) -- 1,660 Net Income .................. 3,624 317 3,668 (3,941) 3,668 Total assets ................ 1,085,406 6,454 133,917 (129,817) 1,095,960 Depreciation and amortization 584 123 6 -- 713 March 31, 2000 Total interest income ....... $ 17,897 $ 30 $ 67 $ (90) $ 17,904 Total interest expense ...... 8,630 -- -- (90) 8,540 Provision for loan losses ... 136 -- -- -- 136 Total non-interest income ... 2,455 2,094 35 (295) 4,289 Total non-interest expense .. 6,418 1,689 3,286 (295) 11,098 Income before income tax .... 5,168 435 (3,184) -- 2,419 Income tax expense .......... 1,587 149 (311) -- 1,425 Net Income .................. 3,581 286 (2,873) -- 994 Total assets ................ 1,021,046 6,299 120,747 (115,960) 1,032,132 Depreciation and amortization 563 131 6 -- 700 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. 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 subsidiaries include, but are not limited to, changes in: interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company's market area, our implementation of new technologies, our ability to develop and maintain secure and reliable electronic systems, 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. Item 3. Quantitative and Qualitative Disclosures about Market Risk See the "Interest Rate Sensitivity" section above. PART II. OTHER INFORMATION Item 1. Legal Proceedings There are no material pending legal proceedings to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses. Item 2. Changes in Securities None 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 and Reports on Form 8-K a. Exhibits None b. Reports None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MAIN STREET TRUST, INC. Date: May 14, 2001 By: /s/ David B. White ---------------------------------------- David B. White, Executive Vice President and Chief Financial Officer By: /s/ Van A. Dukeman ---------------------------------------- Van A. Dukeman, President and Chief Executive Officer