FINANCIAL HIGHLIGHTS In thousands, except per share data 2000 1999 % Increase - ----------------------------------- ---- ---- ---------- Total Assets At Year End $1,067,781 $1,014,840 5.22% Net Income $ 11,506 $ 10,435 10.26% Earnings Per Share $ 3.79 $ 3.45 9.86% Stockholders' Equity $ 96,034 $ 87,265 10.05% Book Value Per Share $ 31.61 $ 28.78 9.83% STOCKHOLDERS' EQUITY AT YEAR END (IN THOUSANDS) 1998 $82,108 1999 $87,265 2000 $96,034 TOTAL ASSETS AT YEAR END (IN THOUSANDS) 1998 $ 902,675 1999 $1,014,840 2000 $1,067,781 CONTENTS Letter to Shareholders ...................................... 2 2000 Highlights ............................................. 4 Condensed Consolidated Balance Sheets ....................... 6 Condensed Consolidated Statements of Income ................. 7 Condensed Consolidated Statements of Stockholders' Equity ... 8 Report of Independent Auditors .............................. 8 Selected Financial & Common Stock Date ...................... 9 Directors ................................................... 10 Officers .................................................... 12 STANDING TALL WITH OUR COMMUNITY IN 2000, WE TOOK OUR ROLE AS A COMMUNITY BANK TO A NEW LEVEL BY FOCUSING ON PERSONAL SERVICE; EXPANDING OUR LEVEL OF COMMUNITY REINVESTMENT; AND INCREASING OUR PERSONAL INVOLVEMENT IN CIVIC AND SERVICE ORGANIZATIONS. IN THE PAGES TO FOLLOW, YOU WILL MEET A FEW INDIVIDUALS WHO MAKE ALL OF US PROUD TO BE A PART OF AN INSTITUTION AND A COMMUNITY WHICH HAVE STOOD TALL TOGETHER FOR 143 YEARS. NET INCOME (IN THOUSANDS) 1998 $ 9,727 1999 $10,435 2000 $11,506 EARNINGS PER SHARE 1998 $3.21 1999 $3.45 2000 $3.79 [PICTURE OF KEVIN T. REARDON] Kevin T. Reardon Chairman of the Board and Chief Executive Officer Meeting our customers' banking needs with comprehensive services, influencing the success of the individuals we serve, and maintaining growth was our primary objective for the year 2000, as it has been for the past 143 years. We are pleased to report that First National Bancorp has once again produced record net income and earnings per share. Net income reached an all time high of $11.5 million, an increase of $1.1 million over last year. With this record net income, earnings per share increased by 10% to $3.79 and stockholders' equity grew to $96.0 million by year-end. As you may recall, during 2000 our board of directors approved a 5-for-4 stock split payable to shareholders of record on March 16, 2000. Cash dividends paid in 2000 were $1.44 per share, a 5.9% increase from the previous year. First National Bancorp's total assets grew to $1.07 billion, up $52.9 million from 1999. Commercial loans also grew to a new year-end high of $237.0 million. This growth is further indication of our strong market position in Will County, the fastest growing county in the state. We continue to focus on strengthening and expanding our market position in Will, Grundy and Kendall Counties. First National Bancorp has continued to renovate several facilities to maintain a high quality of service to our existing customers and enhance visibility with potential clients. Our efforts to grow and expand have also proved to be successful. In September, we opened our first branch in Manhattan, Illinois south of Interstate 80, along with a drive-thru ATM and future branch site in the nearby community of Elwood. While convenient banking center locations are important in serving our customers, an increasing number of consumers chose other convenient ways to conduct their banking. This is evidenced by a record number of calls logged by First Fone, our twenty-four hour telephone banking service. It received well over one million inquiries during the past year. We see significant transaction growth on our ATM network. In just the past year alone, the transactions on our network increased over 18%. In an added effort to meet this growing demand, we have also expanded our ATM network by acquiring new ATM locations in retail shopping malls throughout Chicago's suburbs. We also continue to invest in upgrades to our information systems in order to take advantage of new technologies, such as document imaging and Internet banking. These products continue to give us a strong presence in the marketplace by providing easy access to accounts, added convenience, and service for all of our customers. At First National Bancorp, we want our customers to know their bankers well. We have created an environment that encourages a one-on-one relationship, and developed a match between customers' needs and our ability to meet them. We pride ourselves on retaining individuals who show a concern for their customers, their workplace and community while keeping our traditional principles in place. Principles we believe portray the spirit of First National Bancorp. Facing the future with confidence, we anticipate our markets will continue to grow and prosper. Our bank is well positioned to take advantage of this growth, and our staff is well trained and ready to meet the challenges of a highly competitive marketplace. As always, we strive to enhance shareholder value through strategic expansion of our facilities, services and the use of technology. We gratefully acknowledge the efforts of our directors, officers and employees who have contributed to the growth and profitability of First National Bancorp, Inc. and their communities through their creativity, loyalty and dedication. It is the core values of customer convenience, community, involvement and consistent financial growth that epitomize First National as a pillar of strength, standing tall in our community as we begin our 144th year. /s/ Kevin T. Reardon Kevin T. Reardon Chairman of the Board and Chief Executive Officer /s/ Albert G. D' Ottavio Albert G. D' Ottavio President and Chief Operating Officer [PICTURE OF ALBERT G. D' OTTAVIO] Albert G. D' Ottavio President and Chief Operating Officer SELECTED FINANCIAL DATA (in thousands, except share data) 2000 1999 1998 1997 1996 ---------- ---------- ---------- ---------- ---------- STATEMENT OF INCOME Net interest income $ 37,695 $ 37,125 $ 35,068 $ 32,922 $ 30,440 Provision for loan losses 1,875 2,300 2,034 1,118 1,024 Noninterest income 7,808 7,218 7,139 5,899 5,491 Noninterest expense 26,889 26,402 25,632 24,227 22,249 Income before income taxes 16,739 15,641 14,541 13,476 12,658 Net income 11,506 10,435 9,727 9,174 8,521 BALANCE SHEET - END OF YEAR BALANCES Securities $ 341,758 $ 269,416 $ 260,660 $ 216,701 $ 214,828 Loans, net 572,002 585,058 536,000 521,943 464,372 Total assets 1,067,781 1,014,840 902,675 860,756 824,570 Deposits 844,067 809,609 746,316 726,156 690,513 Stockholders' equity 96,034 87,265 82,108 76,945 71,391 BALANCE SHEET - AVERAGE BALANCES Securities 307,339 $ 260,583 $ 211,946 $ 234,941 $ 213,653 Loans, net 579,007 560,077 529,752 493,790 441,619 Total assets 1,009,031 936,199 867,915 829,878 773,792 Deposits 818,288 781,893 724,894 696,068 640,485 Stockholders' equity 91,262 85,232 80,098 74,040 68,269 WEIGHTED AVERAGE SHARES OUTSTANDING (1)(2) 3,031,934 3,025,564 3,029,368 3,039,755 3,039,755 PER SHARE DATA (1)(2) Book value $ 31.61 $26,78 $ 27.14 $ 25.31 $ 23.49 Earnings 3.79 3.45 3.21 3.02 2.80 Cash dividends 1.44 1.36 1.24 1.20 1.20 SELECTED FINANCIAL RATIOS Average net loans to average deposits 70.76% 71.63% 73.08% 70.74% 68.95% Return on average assets 1.14% 1.11% 1.12% 1.11% 1.10% Return on average equity 12.61% 12.24% 12.14% 12.39% 12.48% Net interest margin (3) 4.18% 4.44% 4.53% 4.47% 4.47% Average equity to average assets 9.04% 9.10% 9.23% 8.92% 8.82% Dividend payout ratio 37.95% 39.43% 38.61% 39.76% 42.80% (1) Per share data for the years 1999, 1998, 1997, and 1996 have been restated for a 5-for-4 stock split effected in the form of a 25% stock dividend in 2000. (2) Per share data for the year 1996 has been restated for a 5-for-4 stock split effected in the form of a 25% stock dividend in 2000 and a 2-for-1 stock split effected in the form of a 100% stock dividend in 1997. (3) Net interest income (on a fully tax equivalent basis assuming an income tax rate of 35%) divided by average interest earning assets. COMMON STOCK PRICE RANGE, DIVIDENDS 2000-1999 (UNAUDITED) Price Range Cash Dividends Price Range Cash Dividends ------------- Declared ------------- Declared 2000 High Low Per Share 1999 High Low Per Share ---- ---- -------------- ---- ---- -------------- 4th quarter $ 68 $ 64 $ 0.36 4th quarter (1) $ 68 $ 64 $ 0.34 3rd quarter 69 60 0.36 3rd quarter (1) 66 62 0.34 2nd quarter 68 63 0.36 2nd quarter (1) 64 58 0.34 1st quarter (1) 69 60 0.36 1st quarter (1) 60 55 0.34 (1) Per share information restated for the 5-for-4 stock split effected in the form of a 25% dividend in 2000. [FIRST NATIONAL BANCORP, INC. GRAPHIC] [FIRST NATIONAL BANCORP, INC. LOGO] FINANCIAL REPORT 2000 ------------------------------------------------------------- CONTENTS Management's Discussion and Analysis ..........................................1 Additional Statistical Information ...........................................12 Report of Independent Auditors ...............................................17 Financial Statements Consolidated Balance Sheets .............................................18 Consolidated Statements of Income .......................................19 Consolidated Statements of Stockholders' Equity .........................20 Consolidated Statements of Cash Flows ...................................21 Notes to Consolidated Financial Statements ..............................22 MANAGEMENT'S DISCUSSION AND ANALYSIS ------------------------------------ (table dollar amounts in thousands) The following presents management's discussion and analysis of the results of operations and financial condition of First National Bancorp, Inc. (the Company) as of the dates and for the periods indicated. This discussion should be read in conjunction with the Company's Consolidated Financial Statements and the Notes thereto and other financial data appearing elsewhere in the Annual Report. The statements contained in this management's discussion and analysis that are not historical facts are forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. 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 effect on the operations and future prospects of the Company and its subsidiary bank include, but are not limited to, changes in: interest rates; general economic conditions; legislation and regulation; 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 securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Company's market area; and accounting principles, policies, and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission. All per share data for years prior to 2000 has been restated to reflect the 5-for-4 stock split effected in the form of a 25% stock dividend in 2000. OVERVIEW The Company is a bank holding company providing financial and other banking services to customers located primarily in the Will, Grundy, and Kendall Counties, Illinois areas. The Company was originated on September 30, 1986 with the merger of First National Bank of Joliet. While the principal office of the Company and the First National Bank of Joliet continue to be located in Joliet, Illinois, expansion has occurred through the acquisition in January 1989 of Southwest Suburban Bank, located in Bolingbrook, Illinois (25 miles southwest of Chicago), and the acquisition in December 1990 of Bank of Lockport (35 miles southwest of Chicago). In March 1992, the First National Bank of Joliet acquired the Minooka facility of Morris Federal Savings Bank. Plano Bancshares, Inc., the parent of Community Bank of Plano (45 miles west of Chicago), was acquired in October 1994. In 1998, the Company merged Southwest Suburban Bank, Bank of Lockport, and Community Bank of Plano into First National Bank of Joliet. In September 2000, the First National Bank of Joliet acquired the Manhattan branch facility of Marquette National Bank. At December 31, 2000, the Company now has 18 customer banking locations and total assets of $1.1 billion compared to $1.0 billion at the end of 1999. Five new branch offices have been opened in the past five years, including the branch facility acquired during 2000. These acquisitions and branch openings are reflective of management's strategic plan to expand in areas where the Company either already has market penetration or where the Company's present customer service area borders the new market. FINANCIAL CONDITION In both 2000 and 1999, the Company experienced continued growth in deposits, earning assets, total assets, and stockholders' equity. Average earning assets for 2000 were $933.0 million, an increase of $72.7 million, or 8.4%, from $860.3 million in 1999. The 2000 average earning asset growth is primarily related to increases in the average loan portfolio, which grew 3.4%, and the securities portfolio, which grew 18.0%. This growth was funded through average deposit growth of 4.7% in 2000 and 7.9% in 1999 and average short-term borrowing growth of 51.9% in 2000 and 22.3% in 1999. Economic factors remain generally favorable, and management expects loan and deposit growth to continue as the markets the Company serves continue to expand. Total deposits continued to grow in 2000, as they have for several years in a row. Total deposits increased 4.3% and 8.5% in 2000 and 1999, respectively, based on year-end amounts. Each category of deposits, except time deposits, experienced growth in 2000. Time deposits showed a slight decrease of $83,000 in 2000, as the Company did not match the high certificate of deposit rates offered by some competitors, particularly in the latter part of 2000. An important source of deposit growth has been the opening of new branch offices during the past few years. 1 In 2000, funding provided by short-term borrowings continued to increase. Short-term borrowings consist of securities sold under agreements to repurchase, federal funds purchased, and U.S. Treasury demand note accounts. The increase in short-term borrowings over the past few years has been influenced by the amount of funds available to municipalities and government offices in the market areas served by the Company. The increase in available funds has been a result of favorable economic factors related to the market areas served by the Company, including continued commercial and residential development and overall population growth. Future availability of these sources of funding cannot be predicted with any certainty. Short-term borrowings represented 12.6% and 12.2% of funding liabilities as of December 31, 2000 and 1999, respectively. The Company's stockholders' equity increased 10.0% and 6.3% in 2000 and 1999, respectively, based on year-end amounts. Retained earnings has been the primary source of growth in stockholders' equity in 2000 and 1999. The fair value of the Company's securities available-for-sale increased in value as market interest rates changed, resulting in unrealized gains on securities available-for-sale, net of tax, of $1.3 million in 2000. Total stockholders' equity at December 31, 2000 was $96.0 million, an increase of $8.8 million from the prior year end. Book value per share increased to a record high of $31.61 at December 31, 2000. Total equity and book value per share have increased for several consecutive years. RESULTS OF OPERATIONS For the year ended December 31, 2000, the Company earned $11.5 million, or $3.79 per share, as compared to $10.4 million, or $3.45 per share, and $9.7 million, or $3.21 per share, in 1999 and 1998, respectively. Net income for 2000 increased by 10.3% over that of 1999, while a 7.3% increase was achieved in 1999. The operating performance of bank holding companies is often measured, and comparisons made, based on net income to average assets and net income to average equity. The Company's return on average assets was 1.14% in 2000, compared to 1.11% and 1.12% in 1999 and 1998, respectively. Return on average equity was 12.61% in 2000, 12.24% in 1999, and 12.14% in 1998. NET INTEREST INCOME Net interest income, the difference between total interest earned on earning assets and total interest expense on interest-bearing liabilities, is the Company's principal source of income. Net interest income is influenced by changes in the volume and yield on earning assets as well as changes in the volume and rates paid on interest-bearing liabilities. The Company attempts to favorably impact net interest income through investment decisions and monitoring interest rates offered to customers, particularly for time deposits and short-term borrowings. On a tax equivalent basis (35% income tax rate), the Company's net interest income expressed as a percentage of average interest earning assets (net interest margin) was 4.18% in 2000, as compared to 4.44% in 1999 and 4.53% in 1998. In 2000, the yield on earning assets increased 21 basis points to 7.77% and the yield on interest-bearing liabilities increased 57 basis points to 4.37%. The increase in the yield on earning assets during 2000 was due primarily to the generally higher level of interest rates in 2000 compared to 1999. For example, the average prime rate in 2000 was approximately 9.2% compared to 8.0% in 1999 and 8.4% in 1998. The increase in the yield on interest-bearing liabilities is primarily due to the significantly higher volume and cost of time deposits and short-term borrowings in 2000. The yield on earning assets decreased 38 basis points to 7.56% and the yield on interest-bearing liabilities decreased 34 basis points to 3.80% in 1999. The decrease in the yield on earning assets was due primarily to the generally lower level of market interest rates in 1999 compared to 1998. The decrease in the yield during 1999 on interest-bearing liabilities is due primarily to a combination of the increase in the volume of lower cost savings, NOW, and money market deposits and the decrease in rates paid on higher cost time deposits and short-term borrowings. Net interest income on a tax-equivalent basis increased by $812,000 in 2000 and $2.1 million in 1999. In 2000, the increase in volume of earning assets net of interest-bearing liabilities produced $1.6 million of the net interest income increase while changes in interest rates reduced income by $830,000. The increase in the volume of earning assets net of interest-bearing liabilities produced $3.0 million of the net interest income increase while changes in interest rates reduced income by $856,000 in 1999. 2 The following table sets forth certain information relating to the Company's average consolidated balance sheets and reflects the yield on average earning assets and cost of average interest-bearing liabilities for the years indicated. Such yields and costs are derived by dividing interest income or expense by the average balance of assets or liabilities. Interest income is measured on a tax-equivalent basis using a 35% income tax rate. The average balance sheet amounts for loans include balances for non-performing loans, and the securities average balance sheet amounts are based on amortized cost. For the Years Ended December 31, -------------------------------------------------------------------------------------------- 2 0 0 0 1 9 9 9 1 9 9 8 ----------------------------- ----------------------------- --------------------------- Yield/ Yield/ Yield/ Average Rate Average Rate Average Rate Balance Interest (%) Balance Interest (%) Balance Interest (%) ------- -------- --- ------- -------- --- ------- -------- --- INTEREST-EARNING ASSETS: Federal funds sold $ 46,646 $ 2,937 6.30% $ 39,669 $ 1,965 4.95% $ 54,945 $ 2,981 5.43% Taxable securities 267,972 15,983 5.96 231,278 13,612 5.89 181,130 11,025 6.09 Tax-exempt securities 39,427 3,160 8.01 29,305 2,380 8.12 30,816 2,629 8.53 Loans 579,007 50,426 8.71 560,077 47,094 8.41 529,752 46,589 8.79 ---------- ------- -------- ------- --------- ------- Total interest- earning assets 933,052 72,506 7.77 860,329 65,051 7.56 796,643 63,224 7.94 ---------- ------- -------- ------- --------- ------- NON-INTEREST-EARNING ASSETS: Cash and due from banks 42,013 40,499 35,750 Premises and equipment 19,891 19,256 18,693 Intangibles and other assets 14,075 16,115 16,829 ---------- -------- --------- Total non-interest- earning assets 75,979 75,870 71,272 ---------- -------- --------- Total assets $1,009,031 $936,199 $867,915 ========== ======== -======== INTEREST-BEARING LIABILITIES: Deposits NOW and money market $ 149,358 $ 4,949 3.31% $144,378 $ 4,015 2.78% $123,460 $ 3,436 2.78% Savings 179,023 4,114 2.30 188,505 4,093 2.17 173,803 4,264 2.45 Time 341,343 18,671 5.47 309,563 15,472 5.00 301,369 16,353 5.43 Short-term borrowings 95,987 5,755 6.00 63,198 3,166 5.01 51,656 2,711 5.25 Long-term debt - - - 1,245 100 8.03 4,315 366 8.48 ---------- ------- -------- ------- --------- ------- Total interest- bearing liabilities 765,711 33,489 4.37 706,889 26,846 3.80 654,603 27,130 4.14 ---------- ------- ---- -------- ------- ---- --------- ------- ---- NON-INTEREST-BEARING LIABILITIES: Demand deposits 148,564 139,447 126,262 Other liabilities 3,494 4,631 6,952 STOCKHOLDERS' EQUITY 91,262 85,232 80,098 ---------- --------- --------- Total liabilities and stockholders' equity $1,009,031 $936,199 $867,915 ========== ========= ========= NET INTEREST INCOME $39,017 $38,205 $36,094 ======= ======= ======= NET INTEREST SPREAD 3.40% 3.76% 3.80% ==== ==== ==== NET INTEREST MARGIN TO AVERAGE INTEREST EARNING ASSETS 4.18% 4.44% 4.53% ==== ==== ==== 3 As the following table illustrates, the Company has maintained consistent levels of average interest earning assets to total average assets and to average interest-bearing liabilities over the past three years. The ratio of average time deposits and short-term borrowings to average interest-bearing liabilities has also been relatively stable during this period. 2000 1999 1998 ---- ---- ---- Interest-earning assets to total assets .92 .92 .92 Interest-earning assets to interest- bearing liabilities 1.22 1.22 1.22 Time deposits and short-term borrowings to interest-bearing liabilities .57 .53 .54 PROVISION FOR LOAN LOSSES The provision for loan losses is based on management's judgment of the amount necessary to maintain the allowance for loan losses at an adequate level. The provision for loan losses amounted to $1.9 million in 2000 as compared to $2.3 million and $2.0 million in 1999 and 1998, respectively. The provision is determined by management through an evaluation which takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions. On December 31, 2000, the allowance for loan losses was $6.3 million, or 1.09% of outstanding loans, compared to $5.9 million, or .99% of outstanding loans, at December 31, 1999. One measurement used by management in assessing the risk inherent in the loan portfolio is the level of nonperforming loans. Nonperforming loans are comprised of those loans on which interest income is not being accrued and those loans which are past due ninety days or more. The increased percentage of the allowance for loan losses to total loans at December 31, 2000 is consistent with higher levels of nonperforming loans to total loans compared to the prior year end. Nonperforming loans were $2,159,000 and $1,494,000, or .37% and .25% of total loans, respectively, at December 31, 2000 and 1999. Nonperforming assets, which include other real estate and other assets (primarily automobiles) acquired in satisfaction of loans, at each of the past five year ends are as follows: NONPERFORMING ASSETS ---------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ------------ ------------ ------------ ------------ ------------ Non-accrual loans $ 569 $ 870 $ 955 $ 1,153 $ 785 Other loans contractually past due ninety days or more 1,590 624 2,209 952 1,072 Other real estate and repossessions 223 416 56 5 13 ------------ ------------ ------------ ------------ ------------ $ 2,382 $ 1,910 $ 3,220 $ 2,110 $ 1,870 ============ ============ ============ ============ ============ Nonperforming loans to total loans .37% .25% .59% .40% .40% Allowance for loan losses to nonperforming loans 293.28 392.90 156.32 210.78 237.70 Total nonperforming assets to total stockholders' equity 2.48 2.19 3.92 2.74 2.62 Total nonperforming assets to total assets .22 .19 .36 .25 .23 4 Impaired loans totaled $1,730,000 and $1,076,000 at December 31, 2000 and 1999, respectively. Impaired loans consist of commercial and commercial real estate loans. Management has allocated $433,000 and $175,000 of the allowance for loan losses specifically to impaired loans as of December 31, 2000 and 1999, respectively. Interest income recognized on impaired loans during 2000 and 1999 was immaterial. There have been no restructured loans or leases in the past five years. As of December 31, 2000, management has identified other potential problem loans by type of loan in the table below. Generally, these loans are considered substandard by management. These amounts exclude the non-accrual and past due loans listed above in the Nonperforming Assets table. Commercial $ 3,050 Commercial real estate 361 Agriculture 65 Residential real estate 169 Consumer 364 ------- $ 4,009 ======= In determining the provision for loan losses, management was influenced by the Company's consistent growth in average loans outstanding, the amount of net charge-offs in each year, and the trend in nonperforming loans. Other factors such as changes in the loan portfolio mix, delinquency trends, current economic trends, review of large and known problem credits, and the results of internal loan reviews and regulatory examinations are also considered by management in assessing the adequacy of the allowance for loan losses and determining the provision for loan losses. The management process for evaluating the adequacy of the allowance for loan losses also includes reviewing each month's loan committee reports, which list all loans that do not meet certain internally developed criteria as to collateral adequacy, payment performance, economic conditions, and overall credit risk. These reports, in narrative form, also address the current status and actions in process on each listed loan. The provision for loan losses recorded in 2000 is less than the provision in each of the prior two years due primarily to the reduction in the consumer loan portfolio. During 2000, the consumer loan portfolio decreased by 12.8%, after increasing by 15.1% and 12.2% in 1999 and 1998, respectively. The Company's ratio of the allowance for loan losses to nonperforming loans has been over 1.5 : 1 for the past five years. The ratio of nonperforming loans to total loans has been .59% or less for the past five years, which management considers relatively low. The Company's ratio of net loan charge-offs to average loans was .24%, .25%, and .29% in 2000, 1999, and 1998, respectively. Net loan charge-offs are primarily attributable to the consumer loan portfolio. Based on the manageable levels of nonperforming loans and historical losses and the decrease in the consumer loan portfolio as discussed above, management believes that the allowance for loan losses is adequate. NONINTEREST INCOME Noninterest income consists primarily of service charges on customer deposit accounts and fees earned on trust services. Total noninterest income increased $590,000, or 8.2%, in 2000 compared with an increase of $79,000, or 1.1%, in 1999. The ratio of noninterest income to income before taxes was 47%, 46%, and 49% in 2000, 1999, and 1998, respectively. Trust fee income increased $357,000, or 26.4%, in 2000 as compared with an increase of $200,000, or 17.3%, in 1999. The market value of trust assets increased approximately .9% and 49.8% during 2000 and 1999, respectively, totaling $423.2 million at December 31, 2000, as compared to $419.6 million at December 31, 1999. Much of the growth in the trust assets during 1999 occurred in the fourth quarter, thus contributing to the increase in trust fees during 2000. The 1999 growth also included one significant account which contained approximately $70 million in assets. Absent this one significant account, growth in 1999 was approximately 24.9%. Service charges on deposit accounts increased $176,000, or 4.4%, in 2000 after increasing $66,000, or 1.7%, in 1999. Both years' increases are generally reflective of greater overdraft and demand deposit service charges as a result of increases in the number of demand deposit accounts. 5 Other income increased $68,000, or 3.6%, in 2000 after decreasing $81,000, or 4.2%, in 1999. The Company began recording mortgage servicing rights in 2000 which increased other income. The effects of not recording mortgage servicing rights in years prior to 2000 was not material to the Company's financial statements. The 1999 decrease is primarily attributable to the decrease in gains on loans sold as a result of a reduction in the volume of loans sold. NONINTEREST EXPENSE Total noninterest expense increased $487,000, or 1.8%, in 2000 after increasing $770,000, or 3.0%, in 1999. Details of noninterest expense for the three years in the period ended December 31, 2000 are presented in the following schedule: 2000 1999 1998 -------- -------- -------- Salaries and employee benefits $ 13,860 $ 13,388 $ 13,099 Occupancy expense 2,021 1,878 1,857 Data processing 1,672 1,553 1,485 Equipment expense 1,929 1,776 1,681 FDIC insurance and bank examination assessments 360 271 256 Printing, stationery, and supplies 594 635 665 Postage 399 468 538 Advertising 388 596 501 Amortization of intangibles 1,022 1,005 1,004 All other expenses 4,644 4,832 4,546 -------- -------- -------- Total noninterest expense $ 26,889 $ 26,402 $ 25,632 ======== ======== ======== Salaries and employee benefits, which represent the largest component of noninterest expense, increased by $472,000, or 3.5%, in 2000 after increasing $289,000, or 2.2%, in 1999. The 2000 increase is attributable to general pay increases and an increase in retirement plan costs partially offset by reductions in health insurance costs and a lesser number of full-time equivalent employees. Health insurance premiums for employee co-pay amounts were increased in 2000. The 1999 increase is attributable to general pay increases and a higher number of employees partially offset by reductions in health insurance costs and retirement plan costs. At December 31, 2000, 1999, and 1998, the Company's number of full-time equivalent employees was 366, 384, and 356, respectively.The decrease in the number of full-time equivalent employees is due to less employees added for the holiday season in 2000 combined with some reductions associated with centralizing certain operational functions. Occupancy expense increased $143,000, or 7.6%, in 2000. The 2000 increase is due to higher real estate taxes attributable to new branch locations. Higher repair and maintenance expenses were also incurred during the year due to a full year's operation of the two new branches established in 1999, the branch location acquired in September 2000, and increased snow removal costs during December of 2000. During 1999, occupancy expenses were consistent with the prior year increasing only $21,000, or 1.1%. Data processing expense increased 7.7% and 4.6% in 2000 and 1999, respectively. Growth in the volume of deposit accounts contributed to the continued trend of higher data processing expenses. Additionally, the establishment of the Bank's Internet banking product increased data processing expense during 2000. Equipment expense increased 8.6% and 5.7% in 2000 and 1999, respectively. The 2000 increase is due to higher repair and maintenance expenditures and higher depreciation charges. Equipment expense has increased in 2000 and 1999 due to the growing number of branch offices. The total number of branches was 18, 17, and 15 in 2000, 1999, and 1998, respectively. FDIC insurance and bank examination assessments increased 32.8% and 5.9% in 2000 and 1999, respectively. The 2000 increase is primarily due to an increase in the FDIC insurance assessment rate combined with an increase in deposits. The increase for 1999 is attributable to an increase in deposits. Printing, stationery, and supplies expense decreased 6.4% and 4.5% in 2000 and 1999, respectively. Since the merger of the subsidiary banks in 1998, the Company has focused on reducing this category of expense by ordering items on a centralized basis for all locations and purchasing items in larger quantities to take advantage of discounts available from vendors. 6 Postage decreased 14.7% and 13.0% in 2000 and 1999, respectively. The 2000 decrease is primarily attributable to the implementation of a check imaging system on a full time basis in 2000. Postage decreased during 1999 as a result of certain one-time 1998 expenses associated with the merger of the subsidiary banks. In 1998, postage expense increased 15.2% primarily as a result of certain customer notifications mailed regarding the merger of the subsidiary banks. Advertising decreased 34.9% in 2000 after increasing 19.0% in 1999. In 2000, management consciously reduced advertising expenditures since significant advertising efforts had been made during the past few years in connection with the merger of the subsidiary banks and new corporate logo. During 1999, the Company increased its marketing and advertising expenditures as a result of the merger of the subsidiary banks and also focused advertising efforts on specific products, such as home equity loans, and the opening of two new branch offices. INCOME TAXES The Company's income tax expense was $5.2 million in both 2000 and 1999 compared to $4.8 million in 1998. Income tax expense as a percentage of income before income taxes was 31.3%, 33.3%, and 33.1% in 2000, 1999, and 1998, respectively. The decline in the effective income tax rate in 2000 is primarily attributable to higher federally tax-exempt interest income and lower state income taxes. Lower state income taxes in 2000 and 1999 result from increased interest income on U.S. government agency securities exempt from Illinois taxation. ASSET/LIABILITY MANAGEMENT The primary objectives of the Company's asset/liability management program are to achieve a stable net interest margin, to follow prudent investment strategies, and to maintain adequate liquidity to meet the withdrawal requirements of depositors and the financing needs of prospective borrowers. Management continually monitors the liquidity requirements and rate sensitivity of its short-term sources of funds. The accompanying schedule illustrates repricing of the Company's rate-sensitive assets and liabilities position at December 31, 2000. Less Than 90 to 1 to 5 Over 90 Days 365 Days Years 5 Years ---------- ---------- ---------- ---------- Rate-sensitive assets Taxable securities $ 6,000 $ 46,812 $ 223,940 $ 12,661 Tax-exempt securities 989 3,315 13,972 34,069 Federal funds sold 63,200 - - - Loans 151,245 74,242 255,905 96,942 ---------- ---------- ---------- ---------- Total interest-earning assets $ 221,434 $ 124,369 $ 493,817 $ 143,672 ========== ========== ========== ========== Cumulative interest-earning assets $ 221,434 $ 345,803 $ 839,620 $ 983,292 ========== ========== ========== ========== Rate-sensitive liabilities Deposits NOW and money market $ 156,935 $ - $ - $ - Savings 177,195 - - - Time 107,831 177,727 59,370 - Short-term borrowings 68,752 52,520 - - ---------- ---------- ---------- ---------- Total interest-bearing liabilities $ 510,713 $ 230,247 $ 59,370 $ - ========== ========== ========== ========== Cumulative interest-bearing liabilities $ 510,713 $ 740,960 $ 800,330 $ 800,330 ========== ========== ========== ========== Excess interest-earning assets (liabilities) $ (289,279) $ (105,878) $ 434,447 $ 143,672 Cumulative excess interest-earning assets (liabilities) (289,279) (395,157) 39,290 182,962 Cumulative rate sensitivity ratio (interest-earning assets divided by interest-bearing liabilities) 0.43 0.47 1.05 1.23 7 Included in "Less Than 90 Days" rate-sensitive liabilities are $177 million of savings deposits and $157 million of NOW and money market deposits which management considers more core deposit in nature than time deposits. Approximately $181.6 million of securities are callable in 2001 and are included in the above table based upon their contractual terms. Most of these callable securities are issued by U.S. government agencies. While the shorter term negative GAP position represents a potential adverse impact on the Company's net interest income position in periods of rising interest rates, the same position generally results in a favorable impact when interest rates remain constant or decline. The target GAP position, as defined by the Company's Asset & Liability Policy, is to maintain a ratio (as adjusted) of cumulative rate-sensitive assets to rate-sensitive liabilities of at least .75 and not more than 1.25 on a one-year measurement basis. Deviations from these prescribed parameters for three consecutive months require discussion of potential solutions and/or courses of action at the subsequent month's Board of Directors meeting. For purposes of the policy parameters, management does not consider savings, NOW, and money market account deposits to be repriceable within 90 days. If these core deposits are assumed to reprice after one year, then the Company's cumulative excess interest-bearing liabilities would be $61.0 million at the one-year time horizon and the cumulative rate sensitivity ratio would be .85. MARKET RISK The Company does not engage in foreign currency transactions, forward-position or futures contracts, options, swaps, or other types of complex financial instruments, nor does it engage in trading account activities. Thus, market risk is primarily limited to the interest-rate risks associated with the investing, lending, customer deposit-taking, and borrowing activities. The Company's exposure to interest-rate risk primarily results from changes in either the short-term U.S. prime interest rate or the rates offered for short- and medium-term bonds and notes of the U.S. Treasury. The tables below and on page 9 present the interest rate sensitivity and expected maturities of securities, fixed-rate loans, time deposits, short-term borrowings, and long-term debt as of December 31, 2000 and 1999. ANALYSIS AS OF DECEMBER 31, 2000 EXPECTED MATURITY AMOUNTS FOR YEARS ENDING DECEMBER 31, 2003 Fair Through After Value 2001 2002 2005 2005 Total Total ---- ---- ---- ---- ----- ----- Assets Securities, fixed rate Available-for-sale $ 16,998 $ 7,011 $ 67,028 $ 12,319 $ 103,356 $ 102,685 Average interest rate 5.43% 6.21% 6.04% 6.82% 5.98% Held-to-maturity 40,215 57,447 107,043 34,368 239,073 239,637 Average interest rate 5.87% 5.83% 5.98% 5.17% 5.81% Loans, fixed rate (1) 105,709 57,721 198,631 96,942 459,003 449,187 Average interest rate 8.78% 8.72% 8.48% 8.13% 8.51% Liabilities NOW, money market, and savings deposits (2) $ 334,130 $ - $ - $ - $ 334,130 $ 334,130 Average interest rate 2.92% - - - 2.92% Time deposits, fixed rate 285,558 36,630 22,740 - 344,928 343,749 Average interest rate 5.70% 5.90% 5.42% - 5.70% Short-term borrowings, fixed rate 121,272 - - - 121,272 121,272 Average interest rate 5.90% - - - 5.90% 8 (1) Information on variable-rate loans by maturity period is not readily available. Interest-rate risk on loan commitments, unused lines of credit, and standby letters of credit is minimal since most are for terms of ninety days or less and include variable-rate features. (2) NOW and savings accounts are fixed-rate deposits, whereas money market accounts are variable-rate deposits. These deposit accounts, while shown as maturing in 2001, are considered by management as core deposits for asset/liability management purposes with account lives extending beyond one year. ANALYSIS AS OF DECEMBER 31, 1999 EXPECTED MATURITY AMOUNTS FOR YEARS ENDING DECEMBER 31, 2002 Fair Through After Value 2000 2001 2004 2004 TOTAL TOTAL ---- ---- ---- ---- ----- ----- Assets Securities, fixed rate Available-for-sale $ - $ 16,996 $ 49,008 $ 8,005 $ 74,009 $ 71,250 Average interest rate - 5.43% 5.63% 6.44% 5.67% Held-to-maturity 12,591 33,243 146,160 6,172 198,166 193,667 Average interest rate 6.10% 5.72% 5.87% 4.65% 5.82% Loans, fixed rate(1) 101,653 60,284 207,795 90,066 459,798 456,854 Average interest rate 8.52% 8.52% 8.28% 7.96% 8.30% Liabilities NOW, money market, and savings deposits(2) $ 315,705 $ - $ - $ - $ 315,705 $ 315,705 Average interest rate 2.57% - - - 2.57% Time deposits, fixed rate 302,898 23,761 18,352 - 345,011 345,736 Average interest rate 4.96% 5.44% 5.65% - 5.03% Short-term borrowings, fixed rate 112,191 - - - 112,191 112,191 Average interest rate 5.47% - - - 5.47% (1) Information on variable-rate loans by maturity period is not readily available. Interest-rate risk on loan commitments, unused lines of credit, and standby letters of credit is minimal since most are for terms of ninety days or less and include variable-rate features. (2) NOW and savings accounts are fixed-rate deposits whereas money market accounts are variable-rate deposits. These deposit accounts, while shown as maturing in 2000, are considered by management as core deposits for asset/liability management purposes with account lives extending beyond one year. LIQUIDITY The Company's primary sources of funds are deposits, proceeds from principal and interest payments on loans, maturities of securities, federal funds sold, and short-term borrowings (consisting of securities sold under agreements to repurchase and U.S. Treasury demand note accounts). While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, and competition. Calls of securities are also influenced by market interest rates. The Company's liquidity, represented by cash and due from banks, is a product of its operating, investing, and financing activities. Cash flows from operating activities were greater than accrual basis net income by $3.0 million, $8.4 million, and $645,000 in 2000, 1999, and 1998, respectively. Management expects ongoing operating activities to continue to be a primary source of cash flows for the Company. The primary investing activities of the Company are the origination of loans and investment in securities. Principal collections on loans outpaced loans made to customers by $11.8 million in 2000. Loans made to customers, net of principal collections, were $55.6 million and $12.3 million in 1999 and 1998, respectively. The Company also 9 makes significant investments in securities and federal funds sold. Investing in activities related to these investments resulted in net cash outflows of $68.5 million in 2000, $45.1 million in 1999, and $24.2 million in 1998. The Company realized a cash inflow of $7.6 million in 2000 through its acquisition of a commercial bank office in Manhattan, Illinois. The branch acquisition included the assumption of $8.7 million of deposit liabilities and the acquisition of a $606,000 core deposit intangible asset and $542,000 of premises and equipment. Financing activities are centered primarily in deposits, short-term borrowings, and dividends paid. The Company has experienced growing deposit levels over the past several years, which have helped maintain an adequate level of cash for the Company's activities. The Company has established new branch offices in the past two years through acquisition and start-ups in an effort to increase the deposit base of the Company. Net cash inflows from deposits were $25.7 million, $63.3 million, and $20.1 million in 2000, 1999, and 1998, respectively. As competition for deposits is expected to remain strong, future deposit growth cannot be predicted with any certainty. Many of the repurchase agreements are with municipalities, including county governmental offices. As such, the amount of the funds borrowed fluctuates from period to period. Short-term borrowings increased by $9.1 million, $46.7 million, and $19.3 million in 2000, 1999, and 1998, respectively. Dividends paid to stockholders as a percentage of net income were 37.9%, 39.4%, and 38.6% in 2000, 1999, and 1998, respectively. Cash dividends per share were $1.44 in 2000, $1.36 in 1999, and $1.24 in 1998. The cash dividends per share for 1999 and 1998 have been restated to reflect the 5-for-4 stock split effected in the form of a 25% stock dividend in 2000. Financing activities have also included long-term debt. The Company's long-term debt was incurred to acquire subsidiary banks. Cash flow activities related to long-term debt obligations consist of debt service requirements. No additional long-term debt has been issued in the last five years and all of the Company's long-term debt was repaid in 1999. To help ensure the ability to meet its funding needs, including any unexpected strain on liquidity, the Company has $40 million of federal funds lines of credit from three independent banks. None of these lines were drawn upon as of December 31, 2000. CAPITAL RESOURCES In 2000, stockholders' equity increased by $8.8 million to $96.0 million. The amounts comprising this net increase were net income of $11.5 million, offset by dividends paid to stockholders of $4.4 million, net treasury stock transactions aggregating $406,000, and a $1.3 million change in unrealized losses (net of tax) on securities available-for-sale. At December 31, 2000, stockholders' equity represented 9.0% of total assets compared to the year earlier position of 8.6%. Under rules adopted by federal bank regulatory agencies, bank holding companies and financial institutions are subject to certain capital requirements. These regulations establish minimum levels for risk-based Tier 1 Capital and Total Capital ratios and the leverage ratio. The parent company (on a consolidated basis) and its subsidiary Bank currently are considered "well-capitalized" and exceed the capital requirements established by federal bank regulatory agencies. EFFECTS OF INFLATION A financial institution's assets and liabilities are primarily monetary. The net monetary assets of a financial institution are affected more by the general level of interest rates than by the prices of other goods and services. High rates of inflation are generally accompanied by higher than normal interest rates. Conversely, with a low inflation rate or the anticipation of lower rates of inflation, interest rates are usually lower. The Company generally is able to offset the higher cost of funds predominant in periods of higher inflation with increased yields on loans and securities. When inflation rates drop and interest rates follow that pattern, the Company's cost of funds and interest earned on assets are likely to decrease proportionately. An analysis of a financial institution's asset and liability structure provides useful information on how a financial institution is positioned to respond to changing interest rates and maintain profitability. Assets such as premises and equipment are considered non-monetary in nature and are not directly affected by inflation in the normal flow of business. These assets are directly affected by current rates of inflation only when purchased or sold. 10 NEW ACCOUNTING PRONOUNCEMENTS Beginning January 1, 2001, a new accounting standard will require all derivatives to be recorded at fair value. Unless designated as hedges, changes in these fair values will be recorded in the income statement. Fair value changes involving hedges will generally be recorded by offsetting gains and losses on the hedge and on the hedged item, even if the fair value of the hedged item is not otherwise recorded. Adoption of this standard on January 1, 2001 did not have any effect on the Company's financial statements. The Company has no derivatives or hedging activities as defined in the new accounting standard. 11 ADDITIONAL STATISTICAL INFORMATION ---------------------------------- (TABLE DOLLAR AMOUNTS IN THOUSANDS) INTEREST DIFFERENTIAL The following table allocates changes in interest income and interest expense between amounts attributable to changes in rate and changes in volume for the various categories of interest-earning assets and interest-bearing liabilities. The changes in interest income and interest expense due to both volume and rate have been allocated proportionally. Interest earned is assumed to be on a tax equivalent basis using an income tax rate of 35%. 2000 Compared to 1999 1999 Compared to 1998 --------------------- --------------------- Changes Due To: Changes Due To: Volume Rate Change Volume Rate Change ------ ---- ------ ------ ---- ------ Interest earned on: Federal funds sold $ 382 $ 590 $ 972 $ (774) $ (242) $(1,016) Taxable securities 2,183 188 2,371 2,962 (375) 2,587 Tax-exempt securities 812 (32) 780 (126) (123) (249) Loans 1,640 1,692 3,332 2,601 (2,096) 505 ------- ------- ------- ------- ------- ------- Total interest income 5,017 2,438 7,455 4,663 (2,836) 1,827 ------- ------- ------- ------- ------- ------- Interest expense on: Deposits: NOW and money market 143 791 934 582 (3) 579 Savings (211) 232 21 343 (514) (171) Time 1,666 1,533 3,199 436 (1,317) (881) Short-term borrowings 1,877 712 2,589 583 (128) 455 Long-term debt (100) -- (100) (248) (18) (266) ------- ------- ------- ------- ------- ------- Total interest expense 3,375 3,268 6,643 1,696 (1,980) (284) ------- ------- ------- ------- ------- ------- Net interest income $ 1,642 $ (830) $ 812 $ 2,967 $ (856) $ 2,111 ======= ======= ======= ======= ======= ======= SECURITIES The following table presents the carrying value of securities of the Company by category at year end for each of the past three years. 2000 1999 1998 ---- ---- ---- Available-for-sale (at fair value) U.S. Treasury $ - $ - $ 6,048 U.S. government agencies 82,228 69,257 58,845 Corporate 999 986 1,027 Mortgage-backed 18,451 - - Federal Reserve Bank stock 1,007 1,007 1,007 -------- -------- -------- Total available-for-sale 102,685 71,250 66,927 -------- -------- -------- Held-to-maturity (at amortized cost) U.S. Treasury 2,000 7,007 16,021 U.S. government agencies 184,242 163,192 147,673 Mortgage-backed 486 - - States and political subdivisions 52,345 27,967 30,039 -------- -------- -------- Total held-to-maturity 239,073 198,166 193,733 -------- -------- -------- Total $341,758 $269,416 $260,660 ======== ======== ======== At December 31, 2000, the Company held no securities of any single issuer, other than the U.S. Treasury and U.S. government agencies, that exceeded 10% of stockholders' equity. 12 SECURITIES MATURITIES The following table shows the relative maturities of debt securities (at carrying values) held by the Company at December 31, 2000 and the weighted average interest rate for each maturity range. Yields on tax-exempt securities are stated on a fully tax-equivalent basis, assuming a federal income tax rate of 35%. Available-for-Sale ------------------ Weighted U.S. Average Government Interest Agencies Corporates Total Rate -------- ---------- ----- ---- Due in one year or less $ 16,901 $ - $ 16,901 5.43% Due after one year through five years 65,327 999 66,326 5.95 Mortgage-backed 18,451 - 18,451 6.95 -------- -------- -------- Total $100,679 $ 999 $101,678 ======== ======== ======== Held-to-Maturity ---------------- Weighted U.S. U.S. States and Average Treasury Government Political Interest Securities Agencies Subdivisions Total Rate ---------- -------- ------------ ----- ---- Due in one year or less $ 2,000 $ 33,912 $ 4,303 $ 40,215 6.18% Due after one year through five years - 150,330 13,972 164,302 6.14 Due after five years - - 12,753 12,753 7.73 Due after ten years - - 21,317 21,317 8.02 Mortgage-backed - 486 - 486 6.50 -------- -------- -------- -------- Total $ 2,000 $184,728 $ 52,345 $239,073 ======== ======== ======== ======== TYPES OF LOANS Loans represent the principal source of revenue for the Company. Risk is controlled through loan portfolio diversification and the avoidance of credit concentrations. Loans are made primarily within the Company's geographic market area. The loan portfolio is distributed among commercial, residential real estate, and consumer loans. The Company has no foreign loans, no highly leveraged transactions, and no syndicated purchase participations. COMMERCIAL, COMMERCIAL REAL ESTATE, CONSTRUCTION, AND AGRICULTURAL LOANS This portfolio is comprised primarily of loans to small and mid-sized businesses and agricultural operations within the Company's local market. Commercial real estate loans consist of loans made for the purchase of commercial real estate, real estate development projects, and loans for other commercial purposes secured by real estate. Average loan size within this portfolio at year end was $240,000 for commercial and commercial real estate loans, $312,000 for construction loans, and $59,000 for agricultural loans. This category increased in 2000 by 4.5% from 1999. RESIDENTIAL REAL ESTATE This portfolio is comprised primarily of mortgages on 1-4 family residences. This category increased in 2000 by 4.0% from 1999. Most residential loans are made on a basis to qualify them for sale to the Federal National Mortgage Association (Fannie Mae). In addition to those retained as part of the loan portfolio, the Company provides loan servicing for approximately 1,500 loans totaling $120 million that have been sold to Fannie Mae. Generally, the decision to retain or sell is based on rates and terms. Most fixed-rate loans with 15- or 30-year terms are sold. 13 CONSUMER LOANS The consumer loan portfolio consists of direct and indirect automobile loans, revolving credit card lines, and other loans made for consumer purposes. Automobile loans account for 65.9% of this portfolio. Revolving credit card lines represent 2.4% of the portfolio. Net loan charge-offs for 2000 were .74% of consumer loans outstanding as compared to .71% and .53% for 1999 and 1998, respectively. The increases in 2000 and 1999 are generally reflective of a national trend in which personal bankruptcies have been on the rise despite high employment levels and a healthy economy. Lending activity is concentrated in the geographic markets served by the Company. This category decreased 12.80% in 2000 primarily as a result of a reduction in automobile loans. LOAN PORTFOLIO BY MAJOR CATEGORY The Company's loan portfolio by major category as of December 31 for each of the past five years is shown below. 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Commercial $ 131,919 $ 124,965 $ 115,152 $ 90,009 $ 81,981 Commercial real estate 91,978 87,507 69,836 91,334 76,354 Construction 13,123 12,914 15,624 14,106 16,810 Agricultural 9,978 11,015 9,763 10,769 8,692 Residential real estate 137,001 131,671 136,894 147,625 141,440 Consumer 194,335 222,859 193,703 172,695 144,162 ------------ ------------ ------------ ------------ ------------ Total loans 578,334 590,931 540,972 526,538 469,439 Less: Unearned discount - (3) (26) (158) (653) Allowance for loan losses (6,332) (5,870) (4,946) (4,437) (4,414) ------------ ------------ ------------ ------------ ------------ Net loans $ 572,002 $ 585,058 $ 536,000 $ 521,943 $ 464,372 ============ ============ ============ ============ ============ Ratio of net loans to total assets 53.57% 57.65% 59.38% 60.64% 56.32% LOAN MATURITIES AND RATE SENSITIVITY The following table sets forth the maturity distribution and interest rate sensitivity of certain loan categories at December 31, 2000. Fixed Rate Loans -------------------------------------------------- After One Floating One Year Through Over Rate Combined or Less Five Years Five Years Total Loans Total ------- ---------- ---------- ----- ----- ----- Maturity: Commercial $ 25,332 $ 39,297 $ 11,308 $ 75,937 $ 55,982 $131,919 Agricultural 5,324 2,405 874 8,603 1,375 9,978 Construction 234 1,374 80 1,688 11,435 13,123 Commercial real estate 7,810 52,959 27,200 87,969 4,009 91,978 -------- -------- -------- -------- -------- -------- $ 38,700 $ 96,035 $ 39,462 $174,197 $ 72,801 $246,998 ======== ======== ======== ======== ======== ======== 14 SUMMARY OF LOAN LOSS ACTIVITY In determining the provision for loan losses, management considers the Company's consistent loan growth in average loans outstanding, the amount of net charge-offs each year, and trends in nonperforming loans. Other factors, such as changes in the loan portfolio mix, delinquency trends, current economic conditions and trends, reviews of larger loans and known problem credits, and the results of internal and regulatory loan examinations, are also considered by management in assessing the adequacy of the allowance for loan losses. The following table details the component changes in the Company's allowance for loan losses for each of the past five years. 2000 1999 1998 1997 1996 ---- ---- ---- ---- ---- Allowance, beginning of year $ 5,870 $ 4,946 $ 4,437 $ 4,414 $ 3,931 Loans charged off: Commercial (24) (70) (411) (227) (39) Commercial real estate - (7) (2) - - Construction - (13) - - - Agricultural - - - - - Residential real estate - (10) (113) - - Consumer (2,255) (2,115) (1,340) (1,073) (661) -------- -------- -------- -------- -------- Total loans charged off (2,279) (2,215) (1,866) (1,300) (700) -------- -------- -------- -------- -------- Loan recoveries: Commercial 55 298 14 30 19 Commercial real estate - 1 - - - Construction - - - - - Agricultural - - 10 - - Residential real estate - - - - - Consumer 811 540 317 175 140 -------- -------- -------- -------- -------- Total loan recoveries 866 839 341 205 159 -------- -------- -------- -------- -------- Net loans charged off (1,413) (1,376) (1,525) (1,095) (541) Provision for loan losses 1,875 2,300 2,034 1,118 1,024 -------- -------- -------- -------- -------- Allowance, end of year $ 6,332 $ 5,870 $ 4,946 $ 4,437 $ 4,414 ======== ======== ======== ======== ======== Net loans charged off to average loans outstanding 0.24% 0.25% 0.29% 0.22% 0.12% Allowance for loan losses to ending loans outstanding 1.09 0.99 0.91 0.84 0.94 15 ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES The following table presents the allocation of the Company's allowance for loan losses and the percent of each loan category to total loans net of unearned discount at December 31 for the past five years. The total allowance for loan losses is available to absorb losses in any category of loans, notwithstanding management's allocation of the allowance. LOAN TYPE 2000 % 1999 % 1998 % 1997 % 1996 % - --------- ---- - ---- - ---- - ---- - ---- - Commercial $ 498 23 $ 968 21 $ 989 21 $ 799 18 $ 795 18 Commercial real estate 1,050 16 687 15 495 13 665 15 706 16 Construction 358 2 106 2 148 3 177 4 178 4 Agriculture 215 2 117 2 99 2 90 2 88 2 Residential real estate 1,268 24 1,174 22 742 25 1,109 25 1,280 29 Consumer 2,943 33 2,818 38 2,473 36 1,597 36 1,367 31 Unallocated - - - - - - - - - - ------ ------ ------ ------ ------ ------ ------ ------ ------ ------ Total $6,332 100% $5,870 100% $4,946 100% $4,437 100% $4,414 100% ====== === ====== === ====== === ====== === ====== === DEPOSITS The following table shows the maturity schedule and amounts for the Company's time deposits of $100,000 or more at December 31, 2000. Under 3 months $30,936 3 to 6 months 18,339 Over 6 to 12 months 20,848 Over 12 months 24,239 ------ $94,362 ======= 16 [CROWE CHIZEK LOGO] REPORT OF INDEPENDENT AUDITORS Board of Directors and Stockholders First National Bancorp, Inc. Joliet, Illinois We have audited the accompanying consolidated balance sheets of First National Bancorp, Inc. as of December 31, 2000 and 1999 and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First National Bancorp, Inc. as of December 31, 2000 and 1999 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000 in conformity with generally accepted accounting principles. /s/ Crowe, Chizek and Company LLP --------------------------------- Crowe, Chizek and Company LLP Oak Brook, Illinois January 19, 2001 17 CONSOLIDATED BALANCE SHEETS - --------------------------- (IN THOUSANDS, EXCEPT SHARE DATA) DECEMBER 31, 2000 AND 1999 2000 1999 ------------ ------------ ASSETS Cash and due from banks $ 51,856 $ 57,449 Federal funds sold 63,200 64,700 Securities available-for-sale 102,685 71,250 Securities held-to-maturity (fair value of $239,637 in 2000 and $193,667 in 1999) 239,073 198,166 Loans 578,334 590,928 Allowance for loan losses (6,332) (5,870) ------------ ------------ Loans, net 572,002 585,058 Premises and equipment, net 19,992 20,034 Accrued interest receivable and other assets 11,909 10,703 Intangibles, net 7,064 7,480 ------------ ------------ Total assets $ 1,067,781 $ 1,014,840 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Demand, non-interest-bearing $ 165,009 $ 148,893 NOW accounts 103,382 90,321 Money market accounts 53,553 49,308 Savings 177,195 176,076 Time deposits, $100,000 and over 94,362 86,681 Other time deposits 250,566 258,330 ------------ ------------ Total deposits 844,067 809,609 Short-term borrowings 121,272 112,191 Accrued interest and other liabilities 6,408 5,775 ------------ ------------ Total liabilities 971,747 927,575 Stockholders' equity Preferred stock, no par value, 1,000,000 shares authorized; none issued - - Common stock, $10 par value; shares authorized: 10,000,000 in 2000 and 5,500,000 in 1999; shares issued: 3,039,315 in 2000 and 2,431,804 in 1999 30,393 24,318 Additional paid-in capital 208 106 Retained earnings 65,927 64,899 Accumulated other comprehensive income (loss) (404) (1,664) Treasury stock, at cost (1,360 shares in 2000 and 5,968 shares in 1999) (90) (394) ------------ ------------ Total stockholders' equity 96,034 87,265 ------------ ------------ Total liabilities and stockholders' equity $ 1,067,781 $ 1,014,840 ============ ============ SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 18 CONSOLIDATED STATEMENTS OF INCOME - --------------------------------- (IN THOUSANDS, EXCEPT SHARE DATA) YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 2000 1999 1998 ------------ ------------ ------------ INTEREST INCOME Loans $ 50,210 $ 46,847 $ 46,483 Securities Taxable 15,983 13,612 11,025 Tax-exempt 2,054 1,547 1,709 Federal funds sold 2,937 1,965 2,981 ------------ ------------ ------------ Total interest income 71,184 63,971 62,198 INTEREST EXPENSE Deposits 27,734 23,580 24,053 Short-term borrowings 5,755 3,166 2,711 Long-term debt - 100 366 ------------ ------------ ------------ Total interest expense 33,489 26,846 27,130 ------------ ------------ ------------ Net interest income 37,695 37,125 35,068 Provision for loan losses 1,875 2,300 2,034 ------------ ------------ ------------ Net interest income after provision for loan losses 35,820 34,825 33,034 NONINTEREST INCOME Trust fees 1,710 1,353 1,153 Service charges on deposit accounts 4,157 3,981 3,915 Securities gains, net 4 15 121 Other income 1,937 1,869 1,950 ------------ ------------ ------------ Total noninterest income 7,808 7,218 7,139 NONINTEREST EXPENSE Salaries and employee benefits 13,860 13,388 13,099 Occupancy expense 2,021 1,878 1,857 Equipment expense 1,929 1,776 1,681 Data processing 1,672 1,553 1,485 Amortization of intangibles 1,022 1,005 1,004 Other expenses 6,385 6,802 6,506 ------------ ------------ ------------ Total noninterest expense 26,889 26,402 25,632 ------------ ------------ ------------ Income before income taxes 16,739 15,641 14,541 INCOME TAX EXPENSE 5,233 5,206 4,814 ------------ ------------ ------------ NET INCOME $ 11,506 $ 10,435 $ 9,727 ============ ============ ============ Earnings per share $ 3.79 $ 3.45 $ 3.21 Weighted average shares outstanding 3,031,934 3,025,564 3,029,368 SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 19 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - ----------------------------------------------- (IN THOUSANDS, EXCEPT SHARE DATA) YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 Accumulated Other Common Stock Compre- ------------ Additional hensive Par Paid-In Retained Income Treasury Shares Value Capital Earnings (Loss) Stock Total --------- --------- ------- --------- ------- --------- --------- Balance, January 1, 1998 2,431,804 $ 24,318 $ - $ 52,607 $ 20 $ - $ 76,945 Comprehensive income Net income - - - 9,727 - - 9,727 Other comprehensive income, net of tax Unrealized losses on securities, net of reclassification adjustment - - - - (72) - (72) --------- Total comprehensive income 9,655 Cash dividends declared - $1.24 per share - - - (3,756) - - (3,756) 17,268 common shares purchased from terminated pension plan - - - - - (1,140) (1,140) 5,900 common shares contributed to profit sharing plan - - 14 - - 390 404 --------- --------- ------- --------- ------- --------- --------- Balance, December 31, 1998 2,431,804 24,318 14 58,578 (52) (750) 82,108 Comprehensive income Net income - - - 10,435 - - 10,435 Other comprehensive income, net of tax Unrealized losses on securities, net of reclassification adjustment - - - - (1,612) - (1,612) --------- Total comprehensive income 8,823 Cash dividends declared - $1.36 per share - - - (4,114) - - (4,114) 5,400 common shares contributed to profit sharing plan - - 92 - - 356 448 --------- --------- ------- --------- ------- --------- --------- Balance, December 31, 1999 2,431,804 24,318 106 64,899 (1,664) (394) 87,265 Comprehensive income Net income - - - 11,506 - - 11,506 Other comprehensive income, net of tax Unrealized gains on securities, net of reclassification adjustment - - - - 1,260 - 1,260 --------- Total comprehensive income 12,766 Cash dividends declared - $1.44 per share - - - (4,366) - - (4,366) 5-for-4 stock split effected in the form of a 25% stock dividend and payment of cash for fractional shares 607,511 6,075 - (6,112) - - (37) Purchase of 1,200 common shares - - - - - (81) (81) 7,300 common shares contributed to profit sharing plan - - 102 - - 385 487 --------- --------- ------- --------- ------- --------- --------- Balance, December 31, 2000 3,039,315 $ 30,393 $ 208 $ 65,927 $ (404) $ (90) $ 96,034 ========= ========= ======= ========= ======= ========= ========= SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 20 CONSOLIDATED STATEMENTS OF CASH FLOWS - ------------------------------------- (IN THOUSANDS) YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 2000 1999 1998 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 11,506 $ 10,435 $ 9,727 Adjustments to reconcile net income to net cash from operating activities Depreciation 2,007 1,967 1,805 Provision for loan losses 1,875 2,300 2,034 Deferred income tax expense (benefit) (702) (754) 40 Net amortization of securities (205) (13) 56 Amortization of intangibles 1,022 1,005 1,004 Common stock contributed to profit sharing plan 487 448 404 Securities gains, net (4) (15) (121) Proceeds from sales of loans 17,685 34,709 76,174 Loans originated for sale (18,063) (30,444) (79,772) Net gains on sales of loans (231) (217) (396) Net gains on sales of other real estate owned (18) - (14) (Increase) decrease in accrued interest and other assets (1,485) (668) 377 Increase (decrease) in accrued interest and other liabilities 633 123 (946) ------------ ------------ ------------ Net cash from operating activities 14,507 18,876 10,372 CASH FLOWS FROM INVESTING ACTIVITIES Change in federal funds sold 1,500 (33,700) 19,800 Proceeds from maturities of securities held-to-maturity 32,822 76,831 192,130 Proceeds from sale of securities available-for-sale - 6,982 - Proceeds from maturities of securities available-for-sale 144 6,000 3,500 Purchase of securities available-for-sale (29,489) (19,994) (58,715) Purchase of securities held-to-maturity (73,522) (81,220) (180,928) Loans made to customers, net of payments 11,790 (55,559) (12,254) Branch office acquisition, net 7,568 - - Purchase of premises and equipment (1,423) (3,248) (1,718) Proceeds from sales of other real estate owned 171 - 119 ------------ ------------ ------------ Net cash from investing activities (50,439) (103,908) (38,066) CASH FLOWS FROM FINANCING ACTIVITIES Net increase in deposit accounts 25,742 63,293 20,134 Net increase in short-term borrowings 9,081 46,651 19,333 Principal paid on long-term debt - (3,059) (1,758) Dividends paid (4,366) (4,114) (3,756) Payment for fractional shares in connection with 5-for-4 stock split (37) - - Common stock purchased for treasury (81) - (1,140) ------------ ------------ ------------ Net cash from financing activities 30,339 102,771 32,813 ------------ ------------ ------------ Net change in cash and due from banks (5,593) 17,739 5,119 CASH AND DUE FROM BANKS Beginning of year 57,449 39,710 34,591 ------------ ------------ ------------ End of year $ 51,856 $ 57,449 $ 39,710 ============ ============ ============ SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 21 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ (TABLE DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA) NOTE 1 - NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES First National Bancorp, Inc. (the Company), through the branch network of its wholly-owned subsidiary, First National Bank of Joliet (the Bank), provides financial and other banking services to customers located primarily in the Will, Grundy, and Kendall Counties, Illinois areas. Customers in these areas are the primary users of the Company's loan, deposit, and trust services. A major portion of loans are secured by various forms of collateral including real estate, business assets, consumer property, and other items, although borrower cash flow is expected to be the primary source of repayment. While the Company's chief decisionmakers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of the Company's banking operations are considered by management to be aggregated in one reportable operating segment. The following summarizes the significant accounting policies used in the preparation of the accompanying consolidated financial statements. PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of the Company and the Bank. In 1998, the Company merged all of its banking subsidiaries together under the charter of First National Bank of Joliet. Previously, these subsidiaries operated as four separate banks known as First National Bank of Joliet, Southwest Suburban Bank, Bank of Lockport, and Community Bank of Plano. Also in 1998, Plano Bancshares, Inc. (Plano) was merged into the Company. Prior to the merger, Plano was a wholly-owned subsidiary of the Company and Plano owned 100% of the stock of Community Bank of Plano. All material intercompany items and transactions have been eliminated in consolidation. USE OF ESTIMATES: In preparing the financial statements in accordance with generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the reported amounts in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, fair values of financial instruments, and status of contingencies are particularly subject to change. Actual results could differ from those estimates. SECURITIES: Securities are classified as either held-to-maturity or available-for-sale. Securities classified as held-to-maturity are those debt securities that the Company has both the intent and ability to hold to maturity. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the interest method over their contractual lives. Securities classified as available-for-sale are those securities that might be sold prior to maturity. Securities available-for-sale are carried at fair value with unrealized gains or losses reported in other comprehensive income. Gains and losses on sales are determined using the amortized cost of the specific security sold. Interest income includes amortization of purchase premiums and discounts. LOANS AND ALLOWANCE FOR LOAN LOSSES: Loans are reported at their unpaid principal outstanding, net of deferred loan fees and the allowance for loan losses. Interest on loans is calculated primarily by using the simple interest method on daily balances of the principal amount outstanding. Nonrefundable loan fees, net of related origination costs, are initially deferred with the resulting income recognized over the term of the related loan as an adjustment to the yield. Real estate loans held for sale are carried at the lower of cost or fair value in the aggregate. Declines in fair value are charged to a valuation allowance. The allowance for loan losses is a valuation allowance for probable credit losses. The allowance is increased by the provision for loan losses charged to expense and is decreased by loan charge-offs less recoveries. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. The allowance balance is estimated by management based on evaluations of the collectibility of loans and prior loan loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrower's ability to pay. Allocations of the allowance may be made for specific 22 loans, but the entire allowance is available for any loan that, in management's judgment, should be charged off. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change. A loan is impaired when full payment under the loan terms is not expected. Impairment is evaluated in total for smaller-balance loans of similar nature, such as residential mortgage and consumer loans, and on an individual loan basis for other loans. If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Principal payments on such loans are generally reported as principal reductions. Interest income is discontinued at the time the loan is 90 days delinquent unless the loan is well secured and in the process of collection. Loans are placed on nonaccrual or charged off at an earlier date if collection of principal and interest is doubtful. Interest accrued but not collected is reversed against interest income. PREMISES AND EQUIPMENT: Premises and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is calculated primarily on the straight-line method over the following estimated useful lives of the assets. Years ----- Land improvements 5-15 Buildings 15-40 Equipment 3-10 INTANGIBLES: The portion of the purchase price of acquired banks or branch offices that represents the value assigned to the existing deposit base for which the annual interest and servicing costs are below market rates (core deposit intangibles) is being amortized on the straight-line method over five to ten years. The excess of cost over fair value of net assets acquired (goodwill) in the purchase of acquired banks is being amortized on the straight-line method over fifteen to twenty years. SERVICING ASSETS: Servicing assets represent the allocated value of retained servicing rights on residential mortgage loans sold. Servicing assets are expensed in proportion to, and over the period of, estimated net servicing revenues. The Company began recording mortgage servicing rights in 2000. The effects of not recording mortgage servicing rights in years prior to 2000 is not material to the Company's financial statements. LONG-TERM ASSETS: Premises and equipment and other long-term assets are reviewed for impairment when events indicate their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at discounted amounts. REPURCHASE AGREEMENTS: Substantially all repurchase agreement liabilities represent amounts advanced by various customers. Securities are pledged to cover these liabilities, which are not covered by federal deposit insurance. EMPLOYEE BENEFITS PLANS: In 1998, the Company curtailed and terminated its defined benefit pension plan. The pension plan covered all full-time employees of subsidiary banks who completed one year of service and met specific age requirements. The Company's funding policy was to make the minimum annual contribution required by applicable regulations, plus any such amounts as the Company determined to be appropriate. In 1998, the Company established a new profit sharing plan covering substantially all the Company's employees. The plan only allows for contributions at the discretion of the Company's Board of Directors. The plan does not provide for employee contributions. The Company's contributions may be made in cash or Company stock. The Company also has a defined contribution 401(k) plan. Substantially all the Company's employees are covered under the 401(k) plan. Participants make tax deferred contributions. The Company makes matching contributions equal to 50% of each participant's contribution up to the first 6% of compensation that is deferred. INCOME TAXES: Income tax expense is the sum of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. 23 COMMON STOCK AND EARNINGS PER SHARE: On January 13, 2000, the Company's Board of Directors approved a resolution to increase the number of authorized common stock shares from 5,500,000 shares to 10,000,000 shares. Such resolution was approved by the Company's stockholders at the March 9, 2000 annual meeting. The Company's Board of Directors also approved a 5-for-4 stock split to be effected in the form of a 25% stock dividend to common stockholders of record as of March 23, 2000 with a payable date of April 6, 2000. The 5-for-4 stock split was also approved by the Company's stockholders at the March 9, 2000 annual meeting. Earnings per share is calculated on the basis of the weighted average number of shares outstanding. Earnings and dividends per share in 1999 and 1998 have been restated to reflect the 5-for-4 stock split effected in the form of a 25% stock dividend in 2000. COMPREHENSIVE INCOME: Comprehensive income includes both net income and other comprehensive income. Other comprehensive income consists of the change in unrealized gains and losses on securities available-for-sale, net of reclassification adjustments and tax effects. LOSS CONTINGENCIES: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded when and if the likelihood of loss is probable and an amount or range of loss can be estimated. Management does not believe that any such contingencies now exist that could have a material effect on the Company's financial statements. PRESENTATION OF CASH FLOWS: Cash flows from loans, federal funds sold, deposits, and short-term borrowings are shown net. RECLASSIFICATIONS: Certain reclassifications have been made in the prior years' financial statements to conform with the current year's presentation. FINANCIAL INSTRUMENTS: Financial instruments include off-balance-sheet credit instruments such as unused lines of credit and commitments to make loans and standby letters of credit, which are issued to meet customers' financing needs. The face amount for these items represents the exposure to loss before considering customers' collateral or ability to repay. Such financial instruments are recorded when they are funded. NOTE 2 - SECURITIES The amortized cost and fair value of securities available-for-sale at year end are as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- --------- --------- --------- 2000 U.S. Government agencies $ 82,990 $ 62 $ (824) $ 82,228 Mortgage-backed securities 18,347 104 - 18,451 Corporate 1,012 - (13) 999 --------- --------- --------- --------- Total debt securities 102,349 166 (837) 101,678 Federal Reserve Bank stock 1,007 - - 1,007 --------- --------- --------- --------- $ 103,356 $ 166 $ (837) $ 102,685 --------- --------- --------- --------- --------- --------- --------- --------- 1999 U.S. Government agencies $ 71,984 $ - $ (2,727) $ 69,257 Corporate 1,018 - (32) 986 --------- --------- --------- --------- Total debt securities 73,002 - (2,759) 70,243 Federal Reserve Bank stock 1,007 - - 1,007 --------- --------- --------- --------- $ 74,009 $ - $ (2,759) $ 71,250 ========= ========= ========= ========= 24 The amortized cost and fair value of securities held-to-maturity at year end are as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------- --------- --------- --------- 2000 U.S. Treasury $ 2,000 $ 2 $ - $ 2,002 U.S. Government agencies 184,242 136 (1,049) 183,329 Mortgage-backed securities 486 2 (9) 479 States and political subdivisions 52,345 1,534 (52) 53,827 --------- --------- --------- --------- $ 239,073 $ 1,674 $ (1,110) $ 239,637 ========= ========= ========= ========= 1999 U.S. Treasury $ 7,007 $ 17 $ - $ 7,024 U.S. Government agencies 163,192 6 (4,559) 158,639 States and political subdivisions 27,967 255 (218) 28,004 --------- --------- --------- --------- $ 198,166 $ 278 $ (4,777) $ 193,667 ========= ========= ========= ========= The amortized cost and fair value of debt securities as of December 31, 2000, by earliest contractual maturity date, are shown below. Actual maturities may differ from the maturities presented because borrowers may exercise rights to call or prepay their obligations. Available-for-Sale Held-to-Maturity ----------------------- ----------------------- Amortized Fair Amortized Fair Cost Value Cost Value --------- --------- --------- --------- Due in 1 year or less $ 16,998 $ 16,901 $ 40,215 $ 40,159 Due after 1 through 5 years 67,004 66,326 164,302 163,654 Due after 5 through 10 years - - 12,753 13,314 Due after 10 years - - 21,317 22,031 Mortgage-backed securities 18,347 18,451 486 479 --------- --------- --------- --------- $ 102,349 $ 101,678 $ 239,073 $ 239,637 ========= ========= ========= ========= Securities with a carrying value of approximately $255,000,000 and $215,000,000 at December 31, 2000 and 1999 were pledged to secure public deposits, securities sold under agreements to repurchase, and for other purposes required or permitted by law. No securities were sold in 2000 and 1998. Proceeds from the sale of securities available-for-sale in 1999 were $6,982,000, resulting in gross losses of $16,000. Securities called before their contractual maturity date resulted in gains of $4,000, $31,000 and $121,000 in 2000, 1999, and 1998, respectively. NOTE 3 - LOANS Loans at year end are as follows: 2000 1999 --------- --------- Commercial $ 131,919 $ 124,965 Commercial real estate 91,978 87,507 Construction 13,123 12,914 Agricultural 9,978 11,015 Residential real estate 137,001 131,671 Consumer 194,335 222,856 --------- --------- Total loans 578,334 590,928 Allowance for loan losses (6,332) (5,870) --------- --------- Loans, net $ 572,002 $ 585,058 ========= ========= 25 Included in residential real estate loans are loans held for sale totaling $1,157,000 and $548,000 at December 31, 2000 and 1999. The carrying value of loans held for sale approximated fair value at December 31, 2000 and 1999. Impaired loans are as follows: 2000 1999 1998 -------- -------- -------- Average balance of impaired loans during the year $ 1,880 $ 835 $ 920 Impaired loans at year end 1,730 1,076 786 Allowance for loan losses allocated to impaired loans at year end 433 175 118 A portion of the allowance for loan losses has been allocated to each impaired loan. Interest income recognized on impaired loans was immaterial in 2000, 1999, and 1998. Activity in the allowance for loan losses follows: 2000 1999 1998 -------- -------- -------- Balance, beginning of year $ 5,870 $ 4,946 $ 4,437 Provision charged to operations 1,875 2,300 2,034 Loans charged-off (2,279) (2,215) (1,866) Recoveries 866 839 341 -------- -------- -------- Balance, end of year $ 6,332 $ 5,870 $ 4,946 ======== ======== ======== Certain executive officers and directors and companies in which they have management or beneficial ownership are loan customers of the Company. These loans have similar terms to other customer loans. An analysis of the changes in these loans follows: 2000 -------- Total loans at beginning of year $ 4,974 New loans 2,303 Repayments (2,152) -------- Total loans at end of year $ 5,125 ======== Loans serviced for others that are not reported as assets in the financial statements approximated $120,000,000 at both December 31, 2000 and 1999. In 2000, the Company began recording servicing rights on residential mortgage loans sold with servicing retained. At December 31, 2000, mortgage servicing rights, net of $10,000 of accumulated amortization, are $128,000. NOTE 4 - PREMISES AND EQUIPMENT Major classifications of premises and equipment are summarized as follows at year end. 2000 1999 -------- -------- Land and land improvements $ 6,487 $ 6,038 Buildings 16,671 16,103 Equipment 12,374 11,507 -------- -------- Total cost 35,532 33,648 Accumulated depreciation (15,540) (13,614) -------- -------- Carrying value $ 19,992 $ 20,034 ======== ======== 26 NOTE 5 - INTANGIBLES Goodwill of $11,059,000 is reported net of accumulated amortization of $6,047,000 and $5,424,000 as of December 31, 2000 and 1999, respectively. Core deposit intangibles of $4,753,000 and $4,147,000 as of December 31, 2000 and 1999, respectively, are reported net of accumulated amortization of $2,701,000 and $2,302,000 as of December 31, 2000 and 1999, respectively. NOTE 6 - DEPOSITS At December 31, 2000, the scheduled maturities of time deposits are as follows: 2001 $ 285,558 2002 36,630 2003 18,258 2004 3,222 2005 1,260 --------- $ 344,928 ========= NOTE 7 - SHORT-TERM BORROWINGS Short-term borrowings consist of securities sold under agreements to repurchase, federal funds purchased, and U.S. Treasury demand note accounts. These short-term borrowings are financing arrangements. Physical control is maintained for securities sold under repurchase agreements. Information concerning short-term borrowings follows: 2000 1999 1998 -------- -------- -------- End of year Outstanding balance $121,272 $112,191 $ 65,540 Weighted average interest rate 5.90% 5.47% 4.92% During the year Average outstanding balance $ 95,987 $ 63,198 $ 51,656 Maximum outstanding balance 126,317 112,191 65,540 Weighted average interest rate 6.00% 5.01% 5.25% The carrying value and fair value of the securities underlying the above agreements at December 31, 2000 follow: Carrying value $134,306 Fair value 133,828 At December 31, 2000, securities sold under agreements to repurchase are summarized below: Collateral ---------- U.S. Treasury and Government Weighted Agency Securities Average --------------------- Original Repurchase Interest Amortized Fair Term Liability Rate Cost Value -------- --------- ---- -------- -------- Up to 30 days $ 2,097 5.69% $ 2,201 $ 2,191 30 to 90 days 25,729 6.09 27,257 27,136 Over 90 days 90,843 5.85 96,702 96,099 -------- ---- -------- -------- $118,669 5.90% $126,160 $125,426 ======== ==== ======== ======== At December 31, 2000, the Company had unused lines of credit to purchase federal funds from other banks totaling $40,000,000. 27 NOTE 8 - INCOME TAXES Income tax expense consists of the following: 2000 1999 1998 -------- -------- -------- Currently payable tax Federal $ 5,778 $ 5,680 $ 4,464 State 157 280 310 Deferred tax expense (benefit) (702) (754) 40 -------- -------- -------- Income tax expense $ 5,233 $ 5,206 $ 4,814 ======== ======== ======== A reconciliation of income tax expense and the amount computed by applying the statutory federal income tax rate of 35% to income before income taxes follows: 2 0 0 0 1 9 9 9 1 9 9 8 ---------------- ---------------- ---------------- Amount % Amount % Amount % -------- ---- -------- ---- -------- ---- Income tax at statutory rate $ 5,859 35.0% $ 5,474 35.0% $ 5,089 35.0% Increase (decrease) resulting from State income taxes, net of federal benefit 51 .3 117 .7 190 1.3 Tax-exempt income (857) (5.1) (659) (4.2) (675) (4.6) Nondeductible interest expense 110 .6 73 .5 79 .5 Goodwill amortization 218 1.3 218 1.4 218 1.5 Other items, net (148) (.8) (17) (.1) (87) (.6) -------- ---- -------- ---- -------- ---- Income tax expense $ 5,233 31.3% $ 5,206 33.3% $ 4,814 33.1% ======== ==== ======== ==== ======== ==== Net deferred tax assets and liabilities included in the balance sheet consist of the following components at year end. 2000 1999 -------- -------- Deferred tax assets Securities available-for-sale $ 267 $ 1,095 Allowance for loan losses 2,512 2,328 Other items, net 111 170 -------- -------- 2,890 3,593 Deferred tax liabilities Premises and equipment (803) (1,057) Intangibles (524) (732) Purchase accounting adjustments and other items, net (268) (383) -------- -------- (1,595) (2,172) -------- -------- Net deferred tax assets $ 1,295 $ 1,421 ======== ======== No valuation allowance was considered necessary for deferred tax assets. 28 NOTE 9 - EMPLOYEE BENEFIT PLANS In January 1998, the Board of Directors approved the process of terminating the pension plan. No credit was given for participant service after January 31, 1998. Final distributions aggregating $6.5 million were made to participants in September 1998. The amount charged to expense for the Company's pension plan during 1998 consisted of the following: Service cost $ 119 Interest cost on projected benefit obligation 444 Expected return on plan assets (448) Net amortization 19 Settlement loss, net of curtailment gain 287 ----- Pension expense $ 421 ===== Assumptions used Discount rate 7.00% Expected return on plan assets 8.00% Rate of compensation increase 4.50% Contributions to the 401(k) plan for the years ended December 31, 2000, 1999, and 1998 were $190,000, $188,000, and $177,000 respectively. The Company's contribution to the profit sharing plan was 7,300, 5,400, and 5,900 shares of the Company's common stock valued at $487,000, $448,000, and $404,000 in 2000, 1999, and 1998, respectively. All shares contributed were allocated to participants as of each respective year end. NOTE 10 - COMMITMENTS AND FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK At December 31, 2000, reserves of approximately $26 million were required as deposits with the Federal Reserve Bank or as cash on hand. These reserves do not earn interest. The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of customers. These financial instruments include commitments to extend credit and standby letters of credit, which, to varying degrees, involve elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheet. The Company's exposure to credit loss on commitments to extend credit and standby letters of credit in the event of nonperformance by the customer is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments. A summary of the contract amounts of the Company's exposure to off-balance-sheet risk at year end follows: 2000 1999 -------- -------- Financial instruments whose contract amounts represent credit risk Loan commitments, including unused lines of credit $ 72,547 $ 63,133 Standby letters of credit 16,326 12,509 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained is based on management's credit evaluation of the customer. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan commitments to customers. Most of the Company's standby letters of credit are expected to expire without being drawn upon. 29 NOTE 11 - PREFERRED STOCK PURCHASE RIGHTS Pursuant to a Rights Agreement dated November 14, 1996, there is attached to each share of common stock of the Company one preferred stock purchase right (Right). Each Right entitles the holder to buy from the Company one one-thousandth of a share of preferred stock at an exercise price of $120 (as restated to reflect the 5-for-4 stock split effected in the form of a 25% stock dividend in 2000). The exercise price is subject to adjustment. The Rights will expire on November 14, 2006 unless redeemed earlier and will not be exercisable or transferable separately from the shares of common stock to which they are attached until the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an Acquiring Person) has acquired beneficial ownership of 10% or more of the then outstanding shares of common stock of the Company (the Stock Acquisition Date) or (ii) ten business days following a public announcement or the commencement of a tender offer or exchange offer that would result in the offeror beneficially owning 10% or more of the outstanding shares of common stock of the Company. In the event that any party becomes an Acquiring Person (a Flip-In Event), each holder of a Right, other than Rights beneficially owned by an Acquiring Person (which Rights will be void), will thereafter have the right to acquire shares of common stock at 50% of their current per share market price. In the event that, at any time following a Flip-In Event, (i) the Company is acquired in a merger or other business combination transaction or (ii) 50% or more of the Company's assets or earning power is sold or transferred, each holder of a Right (except Rights that have become void as set forth previously) will thereafter have the right to acquire, upon exercise, shares of common stock of the acquiring company at 50% of their current per share market price. The Board of Directors of the Company may authorize the redemption of the Rights, at $ .01 per Right, at any time prior to a Flip-In Event. After a Flip-In Event, the Company may exchange outstanding Rights for common stock at a ratio of one share of common stock (or the equivalent value of preferred stock) per Right. The Company cannot, however, exchange Rights for common stock after an Acquiring Person becomes the beneficial owner of 50% or more of the Company's common stock. The Rights Agreement provides for adjustments in the event of such items as stock splits, dividends, options, reclassifications, etc. Until a Right is properly exercised, the holder thereof will have no rights as a holder of the underlying preferred stock. NOTE 12 - CAPITAL REQUIREMENTS The Bank is limited in the amount of dividends that can be paid without prior approval of the banking regulatory agencies. As of December 31, 2000, the Bank could pay dividends to the Company of $10.7 million without obtaining prior approval of the bank regulatory agencies. The Company and the Bank are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings, and other factors, and the regulators can lower classifications in certain cases. Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements. The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as are asset growth and expansion, and plans for capital restoration are required. The minimum requirements under the prompt corrective action regulations are: Capital to Risk- Weighted Assets ---------------- Tier 1 Capital Total Tier 1 to Average Assets ----- ------ ----------------- Well capitalized 10% 6% 5% Adequately capitalized 8% 4% 4% Undercapitalized 6% 3% 3% 30 For the Company and the Bank, Tier I capital consists of stockholders' equity (excluding unrealized gains and losses on securities available-for-sale), less intangible assets, and related deferred taxes. Total capital consists of Tier I capital plus the allowance for loan losses. At December 31, 2000, consolidated actual capital levels and minimum required levels for the consolidated Company and the Bank were: Minimum Amount Required Under Prompt Corrective Action Regulations ----------------------- For Actual Capital --------------------- Adequacy To Be Well Ratio Amount Purposes Capitalized ----- ------ -------- ----------- Total capital (to risk-weighted assets) Consolidated 14.62% $ 96,391 $ 52,733 $ 65,916 Bank 14.52% $ 95,683 $ 52,722 $ 65,902 Tier I capital (to risk-weighted assets) Consolidated 13.66% $ 90,059 $ 26,366 $ 39,550 Bank 13.56% $ 89,351 $ 26,361 $ 39,541 Tier I capital (to average assets) Consolidated 8.68% $ 90,059 $ 41,491 $ 51,864 Bank 8.62% $ 89,351 $ 41,485 $ 51,856 At December 31, 2000 and 1999, the Company and the Bank were categorized as well capitalized according to the banking regulations described above. There are no conditions or events since that notification that management believes have changed the Company and the Bank's categorization. Actual capital ratios at year end are summarized below: Consolidated Company Bank -------------------- -------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Total capital to risk-weighted assets 14.62% 13.41% 14.52% 13.28% Tier I capital to risk-weighted assets 13.66 12.52 13.56 12.38 Tier I capital to average assets 8.68 8.33 8.62 8.34 NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS AND INTEREST RATE RISKS The carrying amount and estimated fair value of financial instruments at year-end follow: 2000 1999 -------------------- -------------------- Carrying Fair Carrying Fair Amount Value Amount Value -------- -------- -------- -------- Financial assets Cash and due from banks $ 51,856 $ 51,856 $ 57,449 $ 57,449 Federal funds sold 63,200 63,200 64,700 64,700 Securities available-for-sale 102,685 102,685 71,250 71,250 Securities held-to-maturity 239,073 239,637 198,166 193,667 Loans, net 572,002 562,186 585,058 582,114 Accrued interest receivable 8,337 8,337 7,006 7,006 Financial liabilities Deposits 844,067 842,888 809,609 810,334 Short-term borrowings 121,272 121,272 112,191 112,191 Accrued interest payable 3,201 3,201 3,523 3,523 31 The methods and assumptions used to estimate fair value are described as follows. Carrying amount is the estimated fair value for cash and cash equivalents, short-term borrowings, accrued interest receivable and payable, deposits due on demand, and variable rate loans that reprice frequently and fully. Security fair values are based on market prices or dealer quotes and, if no such information is available, on the rate and term of the security and information about the issuer. For fixed rate loans or deposits and for variable rate loans with infrequent repricing or repricing limits, fair value is based on discounted cash flows using current market rates applied to the estimated life and credit risk. Fair values for impaired loans are estimated using discounted cash flow analysis or underlying collateral values. Fair value of loans held for sale is based on market quotes. The fair value of loan commitments, unused lines of credit, and letters of credit are not material. NOTE 14 - CASH FLOW INFORMATION Supplemental disclosures of cash flow information are as follows: 2000 1999 1998 ---- ---- ---- Cash payments for Interest $ 33,811 $ 26,873 $ 27,786 Income taxes 5,035 6,509 4,634 Noncash investing and financing activities Other real estate acquired in settlement of loans - 153 157 In September 2000, the Company acquired a commercial bank branch office in Manhattan, Illinois. In conjunction with the acquisition, liabilities assumed were as follows: Net cash received $ 7,568 Intangible assets acquired 606 Premises and equipment acquired 542 -------- Deposit liabilities assumed $ 8,716 ======== 32 NOTE 15 - CONDENSED PARENT COMPANY FINANCIAL INFORMATION The condensed financial statements of First National Bancorp, Inc. (parent company only) are presented below: BALANCE SHEETS 2000 1999 -------- -------- ASSETS Cash $ 640 $ 614 Investment in subsidiary 95,326 86,999 Land 106 106 Other assets 34 26 -------- -------- Total assets $ 96,106 $ 87,745 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Income taxes payable and other liabilities $ 72 $ 480 Stockholders' equity 96,034 87,265 -------- -------- Total liabilities and stockholders' equity $ 96,106 $ 87,745 ======== ======== STATEMENTS OF INCOME Years Ended December 31, ------------------------------------ 2000 1999 1998 -------- -------- -------- Dividends from subsidiary $ 4,716 $ 7,241 $ 7,227 Interest and other income 92 15 14 Interest expense - (100) (366) Noninterest expense (697) (656) (718) -------- -------- -------- Income before income taxes and equity in undistributed net income of subsidiary 4,111 6,500 6,157 Income tax benefit 328 286 443 -------- -------- -------- Income before equity in undistributed net income of subsidiary 4,439 6,786 6,600 Equity in undistributed net income of subsidiary 7,067 3,649 3,127 -------- -------- -------- Net income $ 11,506 $ 10,435 $ 9,727 ======== ======== ======== 33 STATEMENTS OF CASH FLOWS Years Ended December 31, ------------------------------------ 2000 1999 1998 -------- -------- -------- Cash flows from operating activities Net income $ 11,506 $ 10,435 $ 9,727 Adjustments to reconcile net income to net cash provided by operating activities Undistributed net income of subsidiary (7,067) (3,649) (3,127) Change in other assets and other liabilities (416) 538 21 -------- -------- -------- Net cash from operating activities 4,023 7,324 6,621 Cash flows from financing activities Principal payments on long-term debt - (3,059) (1,758) Common stock purchased for treasury (81) - (1,140) Payment for fractional shares in connection with 5-for-4 stock split (37) - - Common stock contributed to profit sharing plan in exchange for cash received from subsidiary 487 448 - Cash dividends paid (4,366) (4,114) (3,756) -------- -------- -------- Net cash from financing activities (3,997) (6,725) (6,654) -------- -------- -------- Net change in cash 26 599 (33) Cash Beginning of year 614 15 48 -------- -------- -------- End of year $ 640 $ 614 $ 15 ======== ======== ======== Noncash financing activity Common stock contributed to profit sharing plan in exchange for receivable due from subsidiary $ - $ - $ 404 NOTE 16 - OTHER COMPREHENSIVE INCOME Other comprehensive income components and related taxes were as follows: 2000 1999 1998 -------- -------- -------- Unrealized holding gains and losses on available-for-sale securities $ 2,092 $ (2,658) $ 2 Less reclassification adjustments for gains later recognized in income (4) (15) (121) -------- -------- -------- Net unrealized gains and losses 2,088 (2,673) (119) Tax effect (828) 1,061 47 -------- -------- -------- Other comprehensive income (loss) $ 1,260 $ (1,612) $ (72) ======== ======== ======== 34 NOTE 17 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following table sets forth certain unaudited income and expense and per share data on a quarterly basis for the three-month periods indicated: Year Ended December 31, 2000 Year Ended December 31, 1999 ---------------------------- ---------------------------- Three Months Ended Three Months Ended ---------------------- ---------------------- Dec. 31 Sep. 30 June 30 March 31 Dec. 31 Sep. 30 June 30 March 31 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net interest income $ 9,508 $ 9,348 $ 9,413 $ 9,426 $ 9,468 $ 9,487 $ 9,261 $ 8,909 Provision for loan losses 300 525 525 525 1,025 525 375 375 Noninterest income 2,139 1,924 1,923 1,822 1,836 1,803 1,808 1,771 Noninterest expense 7,818 6,485 6,383 6,203 7,797 6,452 6,334 5,819 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Income before income taxes 3,529 4,262 4,428 4,520 2,482 4,313 4,360 4,486 Income tax expense 923 1,352 1,443 1,515 761 1,440 1,478 1,527 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net income $ 2,606 $ 2,910 $ 2,985 $ 3,005 $ 1,721 $ 2,873 $ 2,882 $ 2,959 ========== ========== ========== ========== ========== ========== ========== ========== Earnings per share $ .86 $ .96 $ .98 $ .99 $ .57 $ .95 $ .95 $ .98 Average common shares outstanding 3,031,767 3,031,855 3,031,855 3,032,257 3,025,619 3,025,545 3,025,545 3,025,545 Net income for the three months ended December 31, 2000 is lower than the previous calendar quarters of 2000 due to increased noninterest expenses including depreciation and other related occupancy and equipment expenses and Board of Director approved charitable contributions. Net income for the three months ended December 31, 1999 is lower than the previous calendar quarters of 1999 as a result of increased noninterest expenses similar to those occurring in the three months ended December 31, 2000 and an increase in the loan loss provision. The increased loan loss provision in the fourth quarter of 1999 was due to greater than anticipated consumer loan charge-offs. 35 [FIRST NATIONAL BANK OF JOLIET LOGO] JOLIET 78 North Chicago Street Scott & Jefferson Midland & Campbell Black & Essington 1590 N. Larkin (Inside Cub Foods) 191 S. Larkin (Inside Cub Foods) SHOREWOOD BANKING CENTER Route 52 & Brookshore CHANNAHON BANKING CENTERS 24745 W. Eames Route 6 & I-55 (Inside Franks) MINOOKA BANKING CENTER 207 W. Mondamin PLAINFIELD BANKING CENTER Route 59 & Renwick Road ROMEOVILLE BANKING CENTERS 626 Townhall Drive 80 S. Weber Road LOCKPORT BANKING CENTER 826 East Ninth Street HOMER TOWNSHIP BANKING CENTER 159th Street & Cedar Road BOLINGBROOK BANKING CENTER 225 Lily Cache Lane PLANO BANKING CENTER 2005 West Route 34 MANHATTAN BANKING CENTER 505 State Street Member FDIC78 North Chicago Street Joliet, Illinois 60432