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 September 30, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from to ________ Commission File Number 0 -10537 OLD SECOND BANCORP, INC. (Exact name of Registrant as specified in its charter) DELAWARE 36-3143493 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) 37 SOUTH RIVER STREET, AURORA, ILLINOIS 60507 (Address of principal executive offices) (Zip Code) (630) 892-0202 (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 the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date: As of November 3, 2000, the Registrant had outstanding 5,832,094 shares of common stock, $1.00 par value per share. OLD SECOND BANCORP, INC. Form 10-Q Quarterly Report Table of Contents PART I Page Number Item 1. Financial Statements................................................................................3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................................8 PART II Item 1. Legal Proceedings..................................................................................12 Item 2. Changes in Securities..............................................................................12 Item 3. Defaults Upon Senior Securities....................................................................12 Item 4. Submission of Matters to a Vote of Security Holders................................................12 Item 5. Other Information..................................................................................12 Item 6. Exhibits and Reports on Form 8-K...................................................................12 Signatures..............................................................................................13 2 PART I - FINANCIAL INFORMATION OLD SECOND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA) September 30, December 31, 2000 1999 --------------- -------------- ASSETS Cash and due from banks $ 35,042 $ 42,800 Interest bearing balances with banks 80 575 Federal funds sold 75,225 25,900 --------------- -------------- Cash and cash equivalents 110,347 69,275 Securities available for sale 310,961 277,413 Loans held for sale 12,780 8,437 Loans 702,964 604,269 Allowance for loan losses 9,325 8,444 --------------- -------------- Net loans 693,639 595,825 Premises and equipment, net 21,799 20,665 Other real estate owned - 79 Mortgage servicing rights, net 196 7,658 Goodwill, net 2,673 3,004 Core deposit intangible assets, net 2,220 2,487 Accrued interest and other assets 14,290 13,665 --------------- -------------- Total assets $ 1,168,905 $ 998,508 =============== ============== LIABILITIES Deposits: Demand $ 133,530 $ 126,808 Savings 451,555 387,647 Time 410,765 333,881 --------------- -------------- Total deposits 995,850 848,336 Securities sold under repurchase agreements 31,254 17,289 Other short-term borrowings 5,011 10,321 Notes payable 3,054 9,467 Accrued interest and other liabilities 25,007 9,334 --------------- -------------- Total liabilities 1,060,176 894,747 STOCKHOLDERS' EQUITY Preferred stock, no par value; authorized 300,000 shares; none issued - - Common stock, no par value; authorized 10,000,000 shares; issued 6,103,830 in 2000 and 6,102,362 in 1999 6,104 6,102 Surplus 9,798 9,773 Retained earnings 99,666 92,143 Accumulated other comprehensive loss (670) (1,977) Treasury stock, at cost, 256,736 shares in 2000 and 81,500 in 1999 (6,169) (2,280) --------------- -------------- Total stockholders' equity 108,729 103,761 --------------- -------------- Total liabilities and stockholders' equity $ 1,168,905 $ 998,508 =============== ============== See accompanying notes to consolidated financial statements. 3 OLD SECOND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT SHARE DATA) Three Months Ended Nine Months Ended September 30, September 30, -------------------- ------------------- 2000 1999 2000 1999 ------ ------ ------ ------ INTEREST INCOME Loans, including fees $ 14,637 $11,909 $41,009 $34,844 Loans held for sale 29 347 379 1,388 Securities: Taxable 4,072 3,504 11,274 10,397 Tax-exempt 737 714 2,124 2,060 Federal funds sold 654 217 1,409 1,043 Interest bearing deposits 3 7 18 28 --------- -------- -------- -------- Total interest income 20,132 16,698 56,213 49,760 INTEREST EXPENSE Savings deposits 3,271 2,509 9,022 6,968 Time deposits 5,959 4,248 15,573 13,196 Repurchase agreements 317 192 683 504 Other short-term borrowing 71 34 195 82 Notes payable 36 233 187 915 --------- -------- -------- -------- Total interest expense 9,654 7,216 25,660 21,665 --------- -------- -------- -------- Net interest income 10,478 9,482 30,553 28,095 Provision for loan losses 390 264 920 711 --------- -------- -------- -------- Net interest income after provision for loan losses 10,088 9,218 29,633 27,384 NONINTEREST INCOME Trust income 1,286 1,050 3,830 3,379 Service charges on deposits 909 858 2,680 2,420 Secondary mortgage fees 182 177 431 844 Mortgage servicing income 12 485 332 1,375 Gain on sale of loans 959 1,269 2,694 4,745 Other income 676 771 2,626 1,603 --------- -------- ---------- -------- Total noninterest income 4,024 4,610 12,593 14,366 NONINTEREST EXPENSE Salaries and employee benefits 5,585 4,902 16,050 15,526 Occupancy expense, net 622 642 1,909 1,840 Furniture and equipment expense 774 882 2,486 2,766 Amortization of goodwill 110 110 331 331 Amortization of core deposit intangible assets 88 89 266 266 Other expense 2,281 2,670 6,489 7,598 --------- -------- --------- -------- Total noninterest expense 9,460 9,295 27,531 28,327 --------- -------- --------- -------- Income before income taxes 4,652 4,533 14,695 13,423 Provision for income taxes 1,383 1,440 4,532 4,281 --------- -------- --------- -------- Net income $ 3,269 $ 3,093 $10,163 $ 9,142 ========= ======== ========= --====== PER SHARE INFORMATION: Basic earnings per share $ 0.56 $ 0.51 $ 1.72 $ 1.50 Diluted earnings per share 0.56 0.51 1.72 1.50 Dividends declared per share 0.15 0.15 0.45 0.43 See accompanying notes to consolidated financial statements. 4 OLD SECOND BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Nine Months Ended September 30, 2000 and 1999 (In thousands) 2000 1999 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 10,163 $ 9,142 Adjustments to reconcile net income to net cash from operating activities: Depreciation 1,294 1,599 Amortization of mortgage servicing rights 23 291 Provision for loan losses 920 711 Net change in mortgage loans held for sale (4,343) 19,169 Change in net income taxes payable (5,570) 3,268 Change in accrued interest and other assets (625) (3,237) Change in accrued interest and other liabilities 20,414 (2,775) Premium amortization and discount accretion on securities 194 551 Amortization of goodwill 331 331 Amortization of core deposit intangible assets 267 267 Gain on sale of mortgage servicing rights (844) - ---------- --------- Net cash from operating activities 22,224 29,317 ---------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales and maturities of securities available for sale 34,404 55,757 Purchases of securities available for sale (65,982) (47,085) Net principal disbursed or repaid on loans (98,734) (49,795) Proceeds from sales of other real estate 79 252 Property and equipment expenditures (2,428) (1,350) Origination of mortgage servicing rights - (2,268) Proceeds from sale of mortgage servicing rights 8,283 - ---------- ---------- Net cash from investing activities (124,378) (44,489) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 147,514 6,792 Net change in repurchase agreements 13,965 (12,078) Net change in other short-term borrowing (5,310) (68) Net change in notes payable (6,413) (19,470) Proceeds from exercise of incentive stock options 28 - Dividends paid (2,669) (2,441) Purchase of treasury stock (3,889) (1,218) ----------- ----------- Net cash from financing activities 143,226 (28,483) ----------- ----------- Net change in cash and cash equivalents 41,072 (43,655) Cash and cash equivalents at beginning of period 69,275 92,152 ----------- ----------- Cash and cash equivalents at end of period $110,347 $48,497 =========== ========== SUPPLEMENTAL CASH FLOW INFORMATION Income taxes paid $ 5,280 $ 1,256 Interest paid 15,551 14,686 See accompanying notes to consolidated financial statements. 6 OLD SECOND BANCORP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting policies followed in the preparation of interim financial statements are consistent with those used in the preparation of annual financial information. The interim financial statements reflect all normal and recurring adjustments, which are necessary, in the opinion of management, for a fair statement of results for the interim periods presented. Results for the nine months ended September 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. Certain 1999 amounts have been reclassified to conform to the 2000 presentation. In June 1998, the Financial Accounting Standards Board issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities," as amended, which is required to be adopted in years beginning after June 15, 2000. Because of the Company's minimal use of derivatives, Management does not anticipate that the adoption of the new Statement will have a significant effect on earnings or the financial position of the Company. NOTE 2 - SECURITIES Securities available for sale are summarized as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- ---------- ---------- ----- SEPTEMBER 30, 2000: U.S. Treasury $ 7,517 $ - $ 4 $ 7,513 U.S. Government agencies 201,139 570 2,161 199,548 States and political subdivisions 74,500 1,223 305 75,418 Mortgage backed securities 22,753 - 436 22,317 Other securities 6,165 - - 6,165 --------- ---------- ---------- --------- $312,074 $1,793 $2,906 $310,961 ========= ========== ========== ========= DECEMBER 31, 1999: U.S. Treasury $ 10,043 $ 3 $ 30 $ 10,016 U.S. Government agencies 169,271 105 3,190 166,186 States and political subdivisions 66,685 808 593 66,900 Mortgage backed securities 25,623 67 445 25,245 Other securities 9,066 - - 9,066 --------- ---------- ---------- --------- $280,688 $983 $4,258 $277,413 ========= ========== ========== ========= NOTE 3 - LOANS Major classifications of loans were as follows: September 30, December 31, 2000 1999 ------------- ------------ Commercial and industrial $157,743 $145,270 Real estate - commercial 201,854 175,010 Real estate - construction 75,033 58,833 Real estate - residential 192,431 160,029 Installment 76,383 65,491 ------------- ------------ 703,444 604,633 Unearned origination fees (449) (286) Unearned discount (31) (78) ------------- ------------ $702,964 $604,269 ============= ============ 6 NOTE 4 - ALLOWANCE FOR LOAN LOSSES Changes in the allowance for loan losses for the nine months ended September 30, are summarized as follows: 2000 1999 ------- ------- Balance, January 1 $8,444 $7,823 Provision for loan losses 920 711 Loans charged-off (499) (485) Recoveries 460 226 ------- ------- Balance, end of period $9,325 $8,275 ======= ======= NOTE 5 - NOTES PAYABLE As of September 30, 2000, $3.1 million was outstanding under a line of credit with M&I Marshall & Ilsley Bank. $40 million is available through this line of credit, which expires on February 12, 2001. As of December 31, 1999, $9.5 million was outstanding under a line of credit extended by Firstar Bank Milwaukee, N.A. to Maple Park Mortgage. $60 million was available through this line of credit, which was repaid in February, 2000. NOTE 6 - EARNINGS PER SHARE Earnings per share for the periods presented were as follows (share data not in thousands): Three Months Ended Nine Months Ended September 30, September 30, -------------------- -------------------- 2000 1999 2000 1999 ---- ---- ---- ---- Basic Earnings Per Share: Weighted-average common shares outstanding 5,855,241 6,078,112 5,905,958 6,094,190 Net income $ 3,269 $ 3,093 $ 10,163 $ 9,142 Basic earnings per share $ 0.56 $ 0.51 $ 1.72 $ 1.50 Diluted Earnings Per Share: Weighted-average common shares outstanding 5,855,241 6,078,112 5,905,958 6,094,190 Dilutive effect of stock options 7,317 10,831 7,369 11,452 --------- --------- --------- --------- Diluted average common shares outstanding 5,862,558 6,088,943 5,913,327 6,105,642 Net income $ 3,269 $ 3,093 $ 10,163 $ 9,142 Diluted earnings per share $ 0.56 $ 0.51 $ 1.72 $ 1.50 NOTE 7 - COMPREHENSIVE INCOME Comprehensive income for the periods presented were as follows: Three Months Ended Nine Months Ended September 30, September 30, ------------------ ----------------- 2000 1999 2000 1999 ---- ---- ---- ---- Net Income $3,269 $3,093 $10,163 $9,142 Other comprehensive gain (loss), net of tax 1,269 (1,879) 1,307 (5,130) ------- ------- -------- ------- Comprehensive income $4,538 $1,214 $11,470 $4,012 ======= ======= ======== ======= 7 OLD SECOND BANCORP, INC. AND SUBSIDIARIES MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Net income for the third quarter of 2000 was $3,269,000, or diluted earnings per share of 56 cents, a 9.8% increase in earnings per share compared to $3,093,000, or 51 cents per share, in the third quarter of 1999. For the nine months ended September 30, 2000, net income was $10,163,000, or $1.72 per share, compared to $9,142,000, or $1.50 per share during the first nine months of 1999, a 14.7% increase in earnings per share. The increases in net income for the quarter and the year to date were primarily the result of an increase in net interest income. Net interest income was $10.5 million and $9.5 million during the three months ended September 30, 2000 and 1999, an increase of 10.5%. The Company's net interest margin was 4.21% for the three months ended September 30, 2000, and 4.28% a year earlier. Net interest income was $30.6 million and $28.1 million during the nine months ended September 30, 2000 and 1999, an increase of 8.9%. The Company's net interest margin was 4.34% for the nine months ended September 30, 2000, and 4.27% a year earlier. Asset yields and the cost of funds were higher in the first three quarters of 2000 than in the first three quarters of 1999. Yields on earning assets increased more than the cost of funds during this period of time. The average yield on earning assets increased from 7.50% in the first nine months of 1999, to 7.85% in the first nine months of 2000. At the same time, the average cost of funds has increased from 3.23% in the first nine months of 1999 to 3.51% in the first nine months of 2000. Noninterest income was $4,024,000 during the third quarter of 2000 and $4,610,000 in the third quarter of 1999, a decrease of $586,000. Noninterest income was $12,593,000 during the nine months ended September 30, 2000 and $14,366,000 during the nine months ended September 30, 1999, a decrease of $1,773,000. This decline was partly due to the increase in interest rates and the related decrease in residential mortgage originations. Gains on sales of mortgage loans declined to $959,000 in the third quarter of 2000, and $2,694,000 in the nine months ended September 30, 2000, from $1,269,000 in the third quarter of 1999, and $4,745,000 in the nine months ended September 30, 1999.These declines resulted from decreased volume related to higher interest rates. Unamortized mortgage servicing rights totaled approximately $7.7 million as of December 31, 1999. During the first quarter of 2000, Maple Park Mortgage entered into an agreement to sell the majority of the mortgage servicing rights. A gain of $765,000 was recorded at the time of the sale and was included in other income in the first quarter. A portion of the sale amount was retained to compensate the buyer for short-term prepayments. The final portion of the retained amount was included in other income in the second quarter of 2000, for a total gain of $844,000. Maple Park Mortgage will sell mortgage loans on a servicing-released basis instead of retaining servicing rights. As a result of the sale of mortgage servicing rights, servicing income declined from $485,000 in the third quarter of 1999 to $12,000 in the third quarter of 2000. Servicing income for the nine-month period declined from $1,375,000 in 1999 to $332,000 in 2000. Service charges on deposits have increased from $858,000 in the third quarter of 1999 to $909,000 in the third quarter of 2000, and from $2,420,000 in the first three quarters of 1999 to $2,680,000 in the first three quarters of 2000. Deposit growth and improved service charge methods have contributed to the increase. 8 Noninterest expenses were $9,460,000 during the third quarter of 2000, an increase of $165,000 from $9,295,000 in the third quarter of 1999. Noninterest expenses were $27,531,000 during the first nine months of 2000, a decrease of $796,000 from $28,327,000 during the first three quarters of 1999. The decrease in noninterest expenses is primarily the result of a decrease in the amortization of mortgage servicing rights as a result of the sale of mortgage servicing rights. Salaries and benefits were $5.6 million in the third quarter of 2000, compared to $4.9 million in the third quarter of 1999, and increased $524,000 in the nine-month period, when comparing 2000 to 1999 results. These increases are the result of higher benefits costs and increased staffing related to growth. FINANCIAL CONDITION LOANS Total loans were $703.0 million as of September 30, 2000, an increase of $101.7 million (16.9%) for the nine month period, from $601.3 million as of December 31, 1999. All loan classifications increased during the nine months ended September 30, 2000. The largest increases were in loans secured by real estate, including commercial, construction, and residential real estate loans, which increased $26.6 million, $16.3 million, and $32.4 million respectively. These changes reflect the continuing growth in the markets in which the Company operates. Nonperforming loans include loans in nonaccrual status, renegotiated loans, and loans past due ninety days or more and still accruing. Nonperforming loans were $1.7 million as of September 30, 2000, down from $2.0 million as of December 31, 1999. Net charge-offs were $36,000 during the nine months ended September 30, 2000, compared to $259,000 during the first nine months of 1999. As a consequence of increased loan growth, the provision for loan losses was increased. Provisions for loan losses were $390,000 in the third quarter of 2000 and $264,000 in the third quarter of 1999. Provisions for loan losses were $920,000 in the nine months ended September 30, 2000 and $711,000 in the nine months ended September 30, 1999. One measure of the adequacy of the allowance for loan losses is the ratio of the allowance to total loans. The allowance for loan losses as a percentage of total loans was 1.33% as of September 30, 2000, and was 1.40% at December 31, 1999. In management's judgment, an adequate allowance for loan losses inherent in the portfolio has been established. DEPOSITS AND BORROWING Total deposits were $995.9 million as of September 30, 2000, an increase of $147.6 million (17.4%) from $848.3 million as of December 31, 1999. During the nine months ended September 30, 2000, demand deposits increased by $6.7 million, to $133.5 million, savings increase by $64.0 million, to $451.6 million, and time deposits increased by $76.9 million, to $410.8 million. The merger of a local competing institution with an out of state regional bank aided growth in the first three quarters of 2000. Demand for local community banking is strong in the markets in which the Company operates. Securities sold under repurchase agreements, which are typically of short-term durations, increased from $17.3 million as of December 31, 1999, to $31.3 million as of September 30, 2000. Other short-term borrowings, which primarily consist of treasury tax and loan notes, 9 declined from $10.3 million to $5.0 million as of September 30, 2000 due to temporary balances carried as of year-end 1999. The Company also uses notes payable, primarily as a means of financing loans held for sale at the Maple Park Mortgage subsidiary. Notes payable declined from $9.5 million as of December 31, 1999, to $3.1 million as of September 30, 2000. This decline was primarily related to the sale of mortgage servicing rights. The proceeds of the sale were used, in part, to reduce notes payable. CAPITAL In June 1999, the Company announced that the board of directors had authorized the repurchase of up to 300,000 shares of the Company's common stock, or 4.9% of the company's 6,102,362 shares outstanding. The purchase of 175,236 shares in the first nine months of 2000, together with 81,500 shares purchased during 1999, total 256,736 shares repurchased. On April 19, 2000, the Company announced that the board of directors had authorized the purchase of additional shares of up to 300,000, bringing the total number of shares authorized but not purchased to 343,264. The Company and its three subsidiary banks (the "Banks") are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines provide for five classifications, the highest of which is well capitalized. The Company and the Banks were categorized as well capitalized as of September 30, 2000. The accompanying table shows the capital ratios of the Company and Old Third National Bank as of September 30, 2000. Capital levels and minimum required levels: Minimum Required Minimum Required for Capital to be Well Actual Adequacy Purposes Capitalized ------- ----------------- ----------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- SEPTEMBER 30, 2000: Total capital to risk weighted assets Consolidated $113,812 14.39% $63,273 8.00% $79,091 10.00% Old Second 76,232 14.45 42,205 8.00 52,756 10.00 Tier 1 capital to risk weighted assets Consolidated 104,486 13.21 31,638 4.00 47,458 6.00 Old Second 70,051 13.28 21,100 4.00 31,650 6.00 Tier 1 capital to average assets Consolidated 104,486 9.94 42,047 4.00 52,558 5.00 Old Second 70,051 9.47 29,589 4.00 36,986 5.00 DECEMBER 31, 1999: Total capital to risk weighted assets Consolidated $108,691 15.84% $54,894 8.00% $68,618 10.00% Old Second 66,061 14.81 35,685 8.00 44,606 10.00 Tier 1 capital to risk weighted assets Consolidated 100,247 14.61 27,446 4.00 41,169 6.00 Old Second 60,509 13.57 17,836 4.00 26,754 6.00 Tier 1 capital to average assets Consolidated 100,247 10.17 39,429 4.00 49,286 5.00 Old Second 60,509 9.17 26,394 4.00 32,993 5.00 LIQUIDITY Liquidity measures the ability of the Company to meet maturing obligations and its existing commitments, to withstand fluctuations in deposit levels, to fund its operations, and to provide 10 for customers' credit needs. The liquidity of the Company principally depends on cash flows from operating activities, investment in and maturity of assets, changes in balances of deposits and borrowings, and its ability to borrow funds in the money or capital markets. Net cash flows from operating activities were $22.2 million in the first nine months of 2000 and $27.0 million in the first nine months of 1999. Interest received net of interest paid was the principal source of operating cash inflows in both periods reported. Management of investing and financing activities, and market conditions, determine the level and the stability of net interest cash flows. Management's policy is to mitigate the impact of changes in market interest rates to the extent possible, so that balance sheet growth is the principal determinant of growth in net interest cash flows. Net cash outflows from investing activities were $124.4 million in the nine months ended September 30, 2000, compared to a net outflow of $42.2 million a year earlier. In the first three quarters of 2000, net principal disbursed on loans accounted for net outflows of $98.7 million, and securities transactions aggregated a net outflow of $31.6 million. In the first three quarters of 1999, net principal disbursed on loans accounted for a net outflow of $49.8 million, and securities transactions resulted in net inflows of $8.7 million. The sale of mortgage servicing rights resulted in net cash inflows of $8.3 million. Cash inflows from financing activities included an increase in deposits of $147.5 million in the first nine months of 2000. This compares with a net inflow associated with deposits of $6.8 million during the first three quarters of 1999. Short-term borrowing resulted in net cash outflows of $5.3 million in the first nine months of 2000, and outflows of $68,000 in the first nine months of 1999. Net cash outflows associated with notes payable totaled $6.4 million in the first nine months of 2000 compared to outflows of $19.5 million in the first nine months of 1999. SENSITIVITY TO MARKET RISK The impact of movements in general market interest rates on a financial institution's financial condition, including capital adequacy, earnings, and liquidity, is known as interest rate risk. Interest rate risk is the Company's primary market risk. As a financial institution, accepting and managing this risk is an inherent aspect of the Company's business. However, safe and sound management of interest rate risk requires that it be maintained at prudent levels. The Company analyzes interest rate risk by examining the extent to which assets and liabilities are interest rate sensitive. The interest sensitivity gap is defined as the difference between the amount of interest earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that time period. A gap is considered positive when the amount of interest sensitive assets exceeds the amount of interest sensitive liabilities. A gap is considered negative when the amount of interest sensitive liabilities exceeds the amount of interest sensitive assets. During a period of rising interest rates, a negative gap would tend to result in a decrease in net interest income while a positive gap would tend to positively affect net interest income. The Company's policy is to manage the balance sheet such that fluctuations in the net interest margin are minimized regardless of the level of interest rates. 11 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company or its subsidiaries are a party other than ordinary routine litigation incidental to their respective businesses. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. 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 Exhibits 27. Financial Data Schedule Reports on Form 8-K None. 12 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. OLD SECOND BANCORP, INC. (Registrant) /s/ William B. Skoglund --------------------------- William B. Skoglund President and Chief Executive Officer /s/ J. Douglas Cheatham --------------------------- J. Douglas Cheatham Vice President and Chief Financial Officer Date: November 13, 2000 13