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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from____________to___________
Commission File Number 000-28846
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
Centrue Bank 401(k) Savings Plan
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Centrue Financial Corporation
122 West Madison Street
Ottawa, Illinois 61350
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REQUIRED INFORMATION
The following financial statements and schedules of the Centrue Bank
401(k) Savings Plan (the "Plan"), prepared in accordance with the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), are filed
herewith. Crowe Chizek and Company LLC, the current independent auditors for the
Plan, audited the financial statements and schedules of the Plan as of and for
the fiscal years ended December 31, 2006 and 2005. The consent of Crowe Chizek
and Company LLC is attached as Exhibit 23.1 to this Form 11-K.
CENTRUE BANK 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
December 31, 2006 and 2005
CENTRUE BANK 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS
December 31, 2006 and 2005
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM..................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS........................ 2
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS.............. 3
NOTES TO FINANCIAL STATEMENTS.......................................... 4
SUPPLEMENTAL SCHEDULES
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) -
DECEMBER 31, 2006.................................................... 9
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) -
DECEMBER 31, 2005.................................................... 10
CENTRUE BANK 401(k) SAVINGS PLAN
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Administrative Committee of
Centrue Bank 401(k) Savings Plan
We have audited the accompanying statements of net assets available for benefits
of Centrue Bank 401(k) Savings Plan as of December 31, 2006 and 2005, and the
related statement of changes in net assets available for benefits for the year
ended December 31, 2006. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). 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 financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2006 and 2005, and the changes in net assets available for benefits
for the year ended December 31, 2006 in conformity with U.S. generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The 2006 and 2005 supplemental schedules
of assets (held at end of year) are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Crowe Chizek and Company LLC
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Crowe Chizek and Company LLC
Oak Brook, Illinois
June 26, 2007
CENTRUE BANK 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2006 and 2005
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2006 2005
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ASSETS
Investments, at fair value (Note 4) $ 5,678,383 $ 7,529,575
Cash 31,483 --
Accrued income 1,089 422
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Total assets 5,710,955 7,529,997
Net assets reflecting all investments at fair value 5,710,955 7,529,997
Adjustment from fair value to contract value
for fully benefit-responsive contracts 14,189 13,210
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NET ASSETS AVAILABLE FOR BENEFITS $ 5,725,144 $ 7,543,207
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See accompanying notes to financial statements.
2.
CENTRUE BANK 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the year ended December 31, 2006
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Additions to net assets attributed to:
Investment income
Net depreciation in fair value
of investments (Note 4) $ (424,461)
Interest 9,176
Dividends 258,751
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Total investment income (156,534)
Contributions
Participants' 351,598
Employer's 149,202
Rollovers 8,512
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Total contributions 509,312
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Total additions to net assets 352,778
Deductions from net assets attributed to:
Benefits paid to participants 2,169,691
Administrative expenses 1,150
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Total deductions 2,170,841
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Net decrease (1,818,063)
Net assets available for benefits
Beginning of year 7,543,207
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End of year $ 5,725,144
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See accompanying notes to financial statements.
3.
CENTRUE BANK 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
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NOTE 1 - DESCRIPTION OF PLAN
The following description of the Centrue Bank 401(k) Savings Plan (the "Plan")
provides only general information. Participants should refer to the plan
agreement for a more complete description of the Plan's provisions.
General: The Plan is a defined contribution plan that covered all employees of
Centrue Financial Corporation (the "Company") and its participating subsidiaries
that completed 90 days of service. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions: Prior to the Plan's termination, participants contributed up to
50% of pretax annual compensation, subject to certain dollar limitations, as
defined in the Plan. Participants who attained age 50 before the end of the plan
year were eligible to make catch-up contributions. Participants also contribute
amounts representing distributions from other qualified defined benefit or
contribution plans. Participants directed the investment of their contributions
into various investment options offered by the Plan. The Plan offers an array of
mutual funds, a common collective trust fund, and employer stock as investment
options for participants. The Company contributed 50% of the first 6% of base
compensation that a participant contributed to the Plan. The matching company
contribution was invested as the participant directed. Additional profit sharing
amounts could be contributed at the option of the Company's Board of Directors.
No profit sharing contributions were made for 2006. Contributions subject to
certain limitations.
Plan Termination: Effective November 2006, Centrue Financial Corporation merged
with Union Bancorp, Inc. As a result, Plan management decided to terminate the
Plan as of November 10, 2006. Therefore, the last participant and company
contributions to the plan were on November 10, 2006. Participants still make
contributions in the form of loan repayments. Eligible participants began to
remit contributions in November 2006 to the Centrue Bank 401(k) Profit Sharing
Plan and Trust, formerly known as, the Union Bancorp 401(k) Profit Sharing Plan.
The Plan will continue to exist until all participants are able to receive their
benefits from the Plan.
Participant Accounts: Each participant's account was credited with the
participant's contribution and allocations of the Company's contribution and is
credited with an allocation of plan earnings and charged with an allocation of
administrative expenses. Allocations are based on participant earnings or
account balances, as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
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(Continued)
4.
CENTRUE BANK 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
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NOTE 1 - DESCRIPTION OF PLAN (Continued)
Vesting: Participants are immediately vested in their contributions plus actual
earnings thereon. Participants were 100% vested for any company contributions
when the Plan was terminated on November 10, 2006.
Payment of Benefits: On termination of service that is due to death, disability,
or retirement, a participant may elect to receive either a lump-sum amount equal
to the value of the participant's vested interest in his or her account or
annual installments over a period not to exceed limitations as set forth by the
applicable sections of the Internal Revenue Code. For termination of service
that is due to other reasons, a participant may receive the value of the vested
interest in his or her account as a lump-sum distribution.
Forfeited Accounts: At December 31, 2006 and 2005, forfeited nonvested accounts
totaled $78,545 and $47,532, respectively. Also, in 2006, employer contributions
were reduced by $9,620 from forfeited nonvested accounts. Since the last
participant and company contributions to the plan were on November 10, 2006, the
Plan's forfeited accounts will be allocated to the remaining participants.
Participant Loans: Participants were allowed to borrow from their fund accounts
a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of
their account balance. The loans are secured by the balance in the participant's
account and bear interest at rates that are set at the prime rate as listed on
the last business day or each month in the Wall Street Journal plus 1%. The
interest rate will be fixed on the day the loan is requested and will remain
constant during the term of the loan. Principal and interest is paid ratably
through monthly payroll deductions.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting: As a result of the Company's decision to terminate the Plan
in November 2006, the Plan changed its basis of accounting from the ongoing
accrual basis to the liquidation basis of accounting for the year ended December
31, 2006. The change to the liquidation basis has no effect on the net assets
available for benefits of the Plan.
Estimates: The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
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(Continued)
5.
CENTRUE BANK 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Investment Valuation and Income Recognition: The Plan's investments are stated
at fair value. The Plan's investments in mutual funds are valued at quoted
market prices which represent the net asset value of shares held by the Plan at
year end. The Company stock is valued at its quoted market price. The fair
values of the Plan's interest in the common collective trust fund is bases upon
the net asset values of such funds reflecting all investments at fair value,
including direct and indirect interests in fully benefit-responsive contracts,
as reposted by the Plan's trustee. Participant loans are valued at cost, which
approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Payment of Benefits: Benefits are recorded when paid.
Adoption of New Accounting Standard: The Plan retroactively adopted Financial
Accounting Standards Board (FASB) Staff Position AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by the Certain
Investment Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans ("the FSP") in 2006.
Pursuant to the adoption of the FSP, fully benefit-responsive investment
contracts included in the underlying investments of common collective trust
funds in which the Plan holds an interest are to be presented at fair value. In
addition, any material difference between the fair value of these investments
and their contract value is to be presented as a separate adjustment line in the
statement of net assets available for benefits, because contract value remains
the relevant measurement attribute for that portion of net assets available for
benefits attributable to fully benefit-responsive investment contracts.
Accordingly, the adoption of the FSP had no impact on the net assets available
for benefits as of December 31, 2005. The net depreciation reported in the
Plan's statement of changes in net assets available for benefits has not been
impacted by the adoption of the FSP either, as the amount reflect the contract
value of fully benefit-responsive contracts held directly or indirectly by the
Plan.
Adoption of the FSP resulted in a decrease of $13,210 from the amount previously
reported as Plan investments in the 2005 statement of net assets available for
benefits, since this amount now reflects the fair value of the plan's indirect
interests in fully benefit-responsive contracts. The decrease in the amount
reported for Plan investments as of December 31, 2005 is completely offset by an
adjustment which reduces net assets reflecting investments at fair value to net
assets available for benefit.
Administrative Costs: It has been the policy of the plan sponsor to absorb most
of the administrative costs of the Plan.
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(Continued)
6.
CENTRUE BANK 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Credit Risk: At December 31, 2006 and 2005, approximately 35%
and 43%, respectively, of the Plan's investment assets were invested in Centrue
Financial Corporation common stock.
NOTE 3 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated June 4, 2002, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code. The Plan has been amended
since receiving the determination letter. However, the Plan administrator and
the Plan's tax counsel believe that the Plan is designed and currently being
operated in compliance with the applicable requirements of the Internal Revenue
Code. Therefore, no provision for income taxes has been included in the Plan's
financial statements.
NOTE 4 - INVESTMENTS
The following investments represented 5% or more of the Plan's net assets:
2006 2005
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Merrill Lynch Preservation Trust $ 761,297 $ 752,291
Blackrock Large Cap Fund 401,404 570,259
Blackrock Govt Inc Fund 519,447 509,945
ING Int Value Fund 369,521 *
Centrue Financial Corporation Stock 1,996,272 3,215,527
Calvert Income Fund 504,363 780,051
* Did not meet 5% threshold
During 2006, the Plan's investments (including investments bought, sold, and
held during the year) appreciated (depreciated) in value as follows:
Investments at fair value as determined by quoted
market price:
Mutual funds $ 180,664
Centrue Financial Corporation stock (605,125)
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Net change in fair value $ (424,461)
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(Continued)
7.
CENTRUE BANK 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2006 and 2005
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NOTE 5 - PARTIES IN INTEREST TRANSACTIONS
Parties in interest are defined under Department of Labor regulations as any
fiduciary of the Plan, any party rendering service to the Plan, the employer,
and certain others. Certain plan investments are shares of mutual funds managed
by Merrill Lynch. Merrill Lynch is the administrator and custodian as defined by
the Plan and, therefore, these transactions qualify as party-in-interest
transactions. Fees paid by the Plan for administrative costs totaled $1,150 for
the year ended December 31, 2006.
The Plan also allows participants to invest their account balances in shares of
Centrue Financial Corporation common stock. The number of shares of Company
common stock held by the Plan at December 31, 2006 and 2005 was 102,531 shares
and 121,662 shares, respectively. The fair value of these shares at December 31,
2006 and 2005 was $1,996,272 and $3,215,527, respectively. No dividends were
paid on these shares during the year ended December 31, 2006. These transactions
also qualify as party-in-interest transactions.
The Plan also allows participants to take loans from their accounts in the Plan.
These investments also qualify as party-in-interest and totaled $90,924 and
$141,082 at December 31, 2006 and 2005, respectively.
NOTE 6 - RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are
exposed to various risks such as interest rate, market, and credit risks. Due to
the level of risk associated with certain investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
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8.
SUPPLEMENTAL SCHEDULES
CENTRUE BANK 401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2006
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Name of Plan Sponsor: Centrue Financial Corporation
Employer Identification Number: 37-0532590
Three-Digit Plan Number: 002
(c)
(b) Description of Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par, or Maturity Value Cost** Value
--- ----------------- ---------------------- ------ -----
Common Stock
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* Centrue Financial
Corporation 102,530.6649 shares $ 1,996,272
Common/Collective Trust
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* Merrill Lynch Merrill Lynch Preservation Trust;
761,297.0335 shares 761,297
Mutual Funds
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Alger Midcap Growth Fund; 6256.443 shares 105,921
BlackRock Large Cap Core A Fund; 28,610.4449 shares 401,404
Prudential Strategic Partner Fund; 5814.0025 shares 106,047
American AmCap Fund CL R3 Fund; 7,694.2504 shares 152,500
ING Intl Value Fund A; 5,156 shares 106,125
ING Intl Value Fund A GM; 17,955.3882 shares 369,521
Davis Series Financial Fund; 259.0505 shares 12,299
Blackrock Blackrock Healthcare A Fund; 8,397.017 shares 49,290
Blackrock Blackrock EQ Dividend A Fund; 11,759.715 shares 213,087
Blackrock MDCP Value Opp A Fund; 8881.025 shares 158,793
PIMCO Real Return Bond Fund; 1,123.9532 shares 11,971
Blackrock Government Inc A Fund; 48,365.56 shares 519,447
Fidelity Fidelity Adv Small Cap Fund; 95.0425 shares 2,105
Fidelity Fidelity Adv Small Cap T Fund; 2,257.6783 shares 49,987
VanKampen Comstock Fund; 4,219.1486 shares 81,219
Calvert Income Fund; 30,075.347 shares 504,363
Participants Loans
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* Participants Loans Interest rates ranging from 6.75% to 9.25%,
maturing through September 11, 2011 90,924
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$ 5,692,572
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* Party in interest
**Investments are participant-directed. Cost is not required to be presented.
9.
CENTRUE BANK 401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2005
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Name of Plan Sponsor: Centrue Financial Corporation
Employer Identification Number: 37-0532590
Three-Digit Plan Number: 002
(c)
(b) Description of Investment
Identity of Issue, Including Maturity Date, (e)
Borrower, Lessor, Rate of Interest, Collateral, (d) Current
(a) or Similar Party Par, or Maturity Value Cost** Value
--- ----------------- ---------------------- ------ -----
Common Stock
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* Centrue Financial
Corporation 121,662.0007 shares $ 3,215,527
Common/Collective Trust
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* Merrill Lynch Merrill Lynch Preservation Trust;
752,290.9597 shares 752,291
Mutual Funds
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* Merrill Lynch Basic Value Fund; 16,492.4041 shares 509,945
* Merrill Lynch Healthcare Fund; 5,770.6346 shares 38,894
* Merrill Lynch U.S. Government Fund; 10,843.8479 shares 109,198
Phoenix Phoenix-Large-Cap Growth Fund;
388.0284 shares 4,505
* Merrill Lynch Value Opportunities Fund; 10,127.2715 shares 259,157
* Merrill Lynch Mid Cap Value Fund; 5,193.8903 shares 95,671
PIMCO Real Return Bond Fund; 5,107.0370 shares 56,586
Blackrock Blackrock Aurora Portfolio; 669.7928 shares 22,900
MFS MFS New Discovery Fund; 13,637.0233 shares 234,011
Oppenheimer Quest Balanced Fund; 8,932.4746 shares 159,534
VanKampen Comstock Fund; 9,598.3069 shares 170,946
* Merrill Lynch Fundamental Growth Fund; 30,430.0288 shares 570,259
ING International Value Fund; 17,140.2922 shares 306,468
Calvert Income Fund; 46,542.4101 shares 780,051
Davis Financial Fund; 111.4214 shares 4,724
Seligman Capital Fund; 3,138.0597 shares 66,841
Van Kampen Equity & Income Fund; 5,091.5744 shares 44,195
Participants Loans
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* Participants Loans Interest rates ranging from 6.75% to 8.00% 141,082
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$ 7,542,785
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* Party in interest
**Investments are participant-directed. Cost is not required to be presented.
10.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
CENTRUE FINANCIAL CORPORATION
401(k) PROFIT SHARING PLAN
Date: June 28, 2007 By: /s/ THOMAS A. DAIBER
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Thomas A. Daiber
President and
Chief Executive Officer
CENTRUE BANK 401(k) SAVINGS PLAN
EXHIBIT INDEX
TO
ANNUAL REPORT ON FORM 11-K
Exhibit
No. Description
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23.1 Consent of Crowe Chizek and Company LLC