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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, 2007
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) Profit Sharing Plan
(formerly known as UnionBancorp, Inc. 401(k) Profit Sharing Plan)
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
Centrue Financial Corporation
7700 Bonhomme Avenue, Suite 300
St. Louis, MO 63105
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REQUIRED INFORMATION
The following financial statements and schedules of the Centrue Bank
401(k) Profit Sharing 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, 2007 and 2006. The consent of Crowe Chizek
and Company LLC is attached as Exhibit 23.1 to this Form 11-K.
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
Ottawa, Illinois
FINANCIAL STATEMENTS
December 31, 2007 and 2006
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
Ottawa, Illinois
FINANCIAL STATEMENTS
December 31, 2007 and 2006
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 SCHEDULE
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)....... 11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Plan Administrator of
Centrue Bank 401(k) Profit Sharing Plan and Trust
Ottawa, Illinois
We have audited the accompanying statements of net assets available for benefits
of the Centrue Bank 401(k) Profit Sharing Plan and Trust (the Plan) as of
December 31, 2007 and 2006, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2007. These financial
statements are the responsibility of the Plan's Administrator. 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, 2007 and 2006, and the changes in net assets available for benefits
for the year ended December 31, 2007, in conformity with U.S. generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is not a required part of the basic financial statements but is
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 schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic 2007 financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic
2007 financial statements taken as a whole.
Crowe Chizek and Company LLC
Oak Brook, Illinois
June 26, 2008
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2007 and 2006
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2007 2006
------------ ------------
ASSETS
Investments at fair value (Note 4) $ 10,735,895 $ 6,187,082
------------ ------------
Net assets reflecting all investments at fair value 10,735,895 6,187,082
------------ ------------
Adjustment from fair value to contract value
for fully benefit-responsive contracts 13,545 14,556
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 10,749,440 $ 6,201,638
============ ============
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See accompanying notes to financial statements.
2.
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2007
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Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments (Note 4) $ 1,139,045
Interest and Dividends 11,836
------------
1,150,881
Contributions
Participant wage deferrals 912,457
Rollovers 2,851,445
Employer 449,118
------------
4,213,020
Total additions 5,363,901
Deductions from net assets attributed to
Benefits paid to participants 814,599
Administrative expenses 1,500
------------
Total deductions 816,099
------------
Net increase 4,547,802
Net assets available for benefits
Beginning of year 6,201,638
------------
End of year $ 10,749,440
============
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See accompanying notes to financial statements.
3.
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
December 31, 2007 and 2006
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NOTE 1 - DESCRIPTION OF THE PLAN
Effective November 13, 2006, the Board of Directors of UnionBancorp, Inc.
unanimously consented to change the name of the Plan from the UnionBancorp, Inc.
401(k) Profit Sharing Plan and Trust to the Centrue Bank 401(k) Profit Sharing
Plan and Trust ("the Plan") pursuant to UnionBancorp, Inc.'s merger with Centrue
Financial Corporation ("the Company").
The following brief description of the Plan is provided for general information
purposes only. 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 covering employees of the
Company and certain of its subsidiaries. The Plan was established effective
January 1, 1998 and restated effective January 1, 2006 and covers all employees
who have completed three months of service (six months prior to January 1, 2006)
and are aged 20 1/2 or older. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
The administrator of the Plan is Centrue Financial Corporation (the
Administrator) and the trustee of the Plan is Centrue Bank (the Trustee), which
is a subsidiary of the Administrator. The Plan's assets are held by First
Mercantile Trust Company.
Contributions: Each year, participants may contribute up to the maximum allowed
under Internal Revenue Code (IRC) Sections 402(g) and 415 of their annual
compensation. The Company can make a discretionary contribution, subject to
certain limitations under applicable federal income tax laws and regulations, on
an annual basis. The Company's discretionary contribution is allocated to
participant accounts on the last day of the year based on the ratio of each
participant's eligible compensation for the year to total eligible compensation
for the year. The employer non-elective safe harbor contribution is allocated to
participant accounts each pay period based on each participant's eligible
compensation and was 3% of eligible wages for the 2007 plan year.
Participant Accounts: Each participant's account is credited with that
employee's contributions and an allocation of plan earnings. Employer
contributions are allocated to participant accounts in proportion to employee
contributions or employee compensation, as provided in the plan document. Plan
earnings are allocated to participant accounts in proportion to the
participant's account balance to total account balances in each investment. 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) PROFIT
SHARING PLAN AND TRUST
December 31, 2007 and 2006
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NOTE 1 - DESCRIPTION OF THE PLAN (Continued)
Upon termination of a participant, the portion of the employer contribution
account not vested will be forfeited and allocated to eligible participants as
of the last day of the plan year for which the terminated participant receives a
distribution.
Retirement, Death, and Disability: A participant is entitled to 100% of his or
her account balance upon attainment of early retirement age (55) and completion
of six years of service or attainment of normal retirement age (65), death, or
disability.
Vesting: Participants are immediately vested in their voluntary contributions
and any employer safe-harbor contributions, plus actual earnings thereon. In the
event that the Company makes matching contributions in excess of safe-harbor
contributions, a participant would be 100% vested after six years of service for
plan years beginning after December 31, 2001 in accordance with the table below.
Years of Service Percent Vested
---------------- --------------
Less than two 0%
Two 20
Three 40
Four 60
Five 80
Six 100
Prior to December 31, 2001, participants were 100% vested after seven years.
Payment of Benefits: Upon retirement, death, disability, or other termination of
employment with the Company, participants or designated beneficiaries may
receive distributions of their vested accounts in lump-sum cash amounts.
Loan Provisions: Participants may borrow up to 50% of their vested account
balance up to a maximum of $50,000. Loan transactions are treated as a transfer
from the investment fund to the participant notes fund. Loan terms range from
one to five years except for the purchase of a primary residence, which may be
for a reasonable period of time. Loans are secured by the balance in the
participant's account and bear interest at a rate commensurate with the local
prevailing rates as determined quarterly by the plan administrator. Interest
rates on loans outstanding at December 31, 2007 range from 5% to 9.25%.
Principal and interest are paid ratably through semi-monthly payroll deductions,
and repayments are reinvested into the participant's account according to the
current investment election.
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(Continued)
5.
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
December 31, 2007 and 2006
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NOTE 1 - DESCRIPTION OF THE PLAN (Continued)
Investment Options: Upon enrollment in the Plan, a participant may direct
contributions in the investment options made available by the Administrator. The
employee may elect to direct these contributions in multiples of 1%. Employer
contributions are allocated in the same percentages that the employee has
elected. The Plan offers various investment options, including Centrue Financial
Corporation common stock. Plan participants are allowed to reallocate funds
between investment options on a daily basis.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
Accounting Method: The Plan uses the accrual basis of accounting based on
accounting principles generally accepted in the United States of America.
Estimates: The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
Investment Valuation and Income Recognition: The Plan's investments are stated
at fair value. The fair values of the Plan's interests in common collective
trust funds are based upon the net asset values of the funds as reported by the
Plan custodian. Securities traded on a national securities exchange are valued
at the last reported sales price on the last business day of the plan year. The
fair value of employer common stock is based on quoted market prices. The fair
values of the Plan's interests in stable value funds are based upon the net
assets values of such funds reflecting all investments at fair value, including
direct and indirect interests in fully benefit-responsive contracts, as reported
by the fund managers. Money market funds are reported at cost, which
approximates fair value. Purchases and sales of investments are accounted for on
the trade date. Dividend income is recorded on the ex-dividend date. Income from
other investments is recorded as earned. Participant loans are carried at their
remaining balance, which approximates fair value.
While Plan investments are presented at fair value in the statement of net
assets available for benefits, any material difference between the fair value of
the Plan's direct and indirect interests in fully benefit-responsive investment
contracts and their contract value is presented as an adjustment line in the
statement of net assets available for benefits, because contract value is the
relevant measurement attribute for that portion of the Plan's net assets
available for benefits. Contract value represents contributions made to a
contract, plus earnings, less participant withdrawals and administrative
expenses. Participants in fully benefit-responsive contracts may ordinarily
direct the withdrawal or transfer of all or a portion of their investment
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(Continued)
6.
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
December 31, 2007 and 2006
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NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)
at contract value. The Plan holds an indirect interest in such contracts through
its investment in a stable value fund.
Risks and Uncertainties: The Plan provides for various investment options in
common collective trust funds and employer stock. The underlying 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 and the level of uncertainty related to changes in the value of
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 the amounts reported in the statement of net
assets available for benefits and the participants' individual account balances.
At December 31, 2007 and 2006, approximately 33% and 8% respectively, of the
Plan's assets were invested in Centrue Financial Corporation common stock.
Effect of Newly Issued But Not Yet Effective Accounting Standards: In September
2006, the FASB issued Statement No. 157, Fair Value Measurements. This Statement
defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. This Statement establishes a fair
value hierarchy about the assumptions used to measure fair value and clarifies
assumptions about risk and the effect of a restriction on the sale or use of an
asset. This standard is effective for fiscal years beginning after November 15,
2007. In February 2008, the FASB issued Staff Position (FSP) 157-2, Effective
Date of FASB Statement No. 157. This FSP delays the effective date of FAS 157
for all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value on a recurring basis (at least annually)
to fiscal years beginning after November 15, 2008, and interim periods within
those fiscal years. The impact of adoption of FASB Statement No. 157 on the
Plan's net assets available for benefits and changes in net assets available for
benefit is not anticipated to be material.
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. The standard provides reporting
entities with an option to report selected financial assets and liabilities at
fair value and establishes presentation and disclosure requirements designed to
facilitate comparisons between reporting entities that choose different
measurement attributes for similar types of assets and liabilities. The new
standard is effective for the Plan on January 1, 2008. The Plan did not elect
the fair value option for any financial assets or financial liabilities as of
January 1, 2008.
Payment of benefits: Benefits are recorded when paid.
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(Continued)
7.
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
December 31, 2007 and 2006
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NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA and its related regulations. In the
event of the Plan's termination, participants will become 100% vested in their
accounts.
NOTE 4 - INVESTMENTS
The following table presents the fair value of plan investments as of December
31, 2007 and 2006 that represent 5% or more of the Plan's net assets.
2007 2006
------------ ------------
Investments at fair value
Common collective funds
ABN-AMRO Income Plus Fund $ 867,799 $ 921,229
Lifestyle Moderate Growth Strategy Fund 533,546 334,186
Federated Kaufmann A Fund Fund 764,455 680,234
Vanguard Midcap Index Fund * 365,130
American Funds Growth Fund 553,269 469,509
Smith Group Asset Management Fund * 419,200
NWQ Investment Management Fund 608,902 589,888
American Funds Europacific R4 Fund 648,213 564,452
Common stock
Centrue Financial Corporation common stock fund
(160,639 and 24,955 shares at December 31,
2007 and 2006, respectively) 3,571,843 471,661
*Did not meet the 5% threshold.
During the year ended December 31, 2007, the Plan's investments (including
investments bought, sold, and held during the year) appreciated in fair value as
follows:
Common collective trusts $ 583,293
Common stock 555,752
------------
Net change in fair value $ 1,139,045
============
For the plan year ended December 31, 2007, the Plan's investments earned
dividend and interest income of $11,836.
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(Continued)
8.
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
December 31, 2007 and 2006
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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. At December 31, 2007 and 2006, the Plan held investments in
common collective funds managed by First Mercantile Trust Company (First
Mercantile). First Mercantile is the custodian of the Plan; therefore, these
qualify as party-in-interest investments. The Plan also holds party-in-interest
investments in the form of participant loans at December 31, 2007 and 2006 of
$170,565 and $124,115, respectively.
The Plan allows participants to invest their account balances in the Centrue
Financial Corporation common stock fund. At December 31, 2007 and 2006, the Plan
had $3,571,843 and $471,661, respectively, invested in Employer Stock. In 2007,
the Plan's investment in Employer Stock was held through a unitized investment
fund managed by First Mercantile. The Plan held 160,639 and 23,975 shares of
Employer stock as of December 31, 2007 and 2006, respectively.
Professional fees for the audit of the Plan and other administrative costs of
the Plan were paid by the Company. During the plan year ended December 31, 2007,
the Plan paid administrative fees totaling $1,500 to First Mercantile.
NOTE 6 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to
individuals who have elected to withdraw from the Plan but have not been paid as
of the Plan's year end. Amounts allocated to these participants were $0 and
$17,165 at December 31, 2007 and 2006, respectively.
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(Continued)
9.
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
December 31, 2007 and 2006
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NOTE 7 - TAX STATUS
The Internal Revenue Service (IRS) has determined and informed the Company by
letter dated November 19, 2001 that the Non-Standardized Profit Sharing Plan
(Prototype) upon which the Company's plan is based is designed in accordance
with applicable sections of the IRC. The Plan has been amended since receiving
the determination letter. However, the Plan administrator believes that the Plan
is designed and continues to be operated in compliance with the applicable
requirements of the IRC. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements at December 31, 2007 and 2006 to the Form 5500:
2007 2006
------------ ------------
Net assets available for benefits per the financial
statements $ 10,749,440 $ 6,201,638
Amounts allocated to withdrawing participants -- (17,165)
------------ ------------
Net assets available for benefits per the Form 5500 $ 10,749,440 $ 6,184,473
============ ============
The following is a reconciliation of 2007 benefits paid to participants per the
financial statements to benefits paid to participants per the 2007 Form 5500:
Benefits paid to participants per the financial statements $ 814,599
Less: amounts allocated to withdrawing participants at December, 31 2006 (17,165)
------------
Benefits paid to participants per the Form 5500 $ 797,434
============
NOTE 9 - SUBSEQUENT EVENT
Effective January 1, 2008, the Plan was amended to require automatic enrollment
of eligible participants. Eligible participants who do not elect a specific
deferral percentage or decline enrollment will be automatically enrolled into
the Plan with a 3% deferral percentage.
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(Continued)
10.
SUPPLEMENTAL SCHEDULE
CENTRUE BANK 401(k) PROFIT
SHARING PLAN AND TRUST
December 31, 2007 and 2006
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
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Name of Plan Sponsor: Centrue Financial Corporation
Employer Identification Number: 36-3145350
Three Digit Plan Number: 002
(c)
Description of
Investment, Including
Maturity Date,
(b) Rate of Interest, (e)
Identity of Issue, Borrower, Collateral, Par, (d) Current
(a) Lessor, or Similar Party or Maturity Value Cost** Value
--- ------------------------ ----------------- ------ -----
Money market fund
-----------------
* First
Mercantile FMT/Money Market Fund; 32,335.7487 342,038
Common collective funds
-----------------------
* First
Mercantile. ABN-AMRO Income Plus Fund; 81,857.6946 881,345
* First
Mercantile Vanguard 500 Index Fund; 21,592.7562 264,423
* First
Mercantile Federated Kaufmann A Fund; 62,499.3502 764,455
* First
Mercantile Vanguard Midcap Index Fund; 34,269.3522 364,468
* First
Mercantile BlackRock Interm Government Bond Fund; 5,823.8700 64,207
* First
Mercantile American Funds Growth Fund; 47,849.8764 553,269
* First
Mercantile Jennison Dryden Small Cap Core Fund; 22,784.4477 223,144
* First
Mercantile Oppenheimer Developing Markets Fund; 18,103.4567 255,845
* First
Mercantile American Funds Europacific R4 Fund; 52,160.4372 648,213
* First
Mercantile Calvert Income A Fund; 20,925.9010 220,134
* First
Mercantile LifeStyle Moderate Growth Strategy Fund; 47,054.0852 533,546
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(Continued)
11.
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2007
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Name of Plan Sponsor: Centrue Financial Corporation
Employer Identification Number: 36-3145350
Three Digit Plan Number: 002
(c)
Description of
Investment, Including
Maturity Date,
(b) Rate of Interest, (e)
Identity of Issue, Borrower, Collateral, Par, (d) Current
(a) Lessor, or Similar Party or Maturity Value Cost** Value
--- ------------------------ ----------------- ------ -----
* First
Mercantile Smith Group Asset Management Fund; 39,935.6971 496,013
* First
Mercantile NWQ Investment Management, LLC Fund; 55,275.3135 608,902
* First
Mercantile BlackRock Capital Management, Inc Fund; 918.4188 9,804
* First
Mercantile Zevenbergen Capital Investments LLC Fund; 18,817.5798 238,631
* First
Mercantile LifeStyle Conservative Growth Strategy Fund; 2,141.8957 23,155
* First
Mercantile LifeStyle Aggressive Growth Strategy Fund; 37,534.3921 426,642
Common Stock 3,571,843
------------
* Centrue Bank 160,639 shares
Other
-----
* First
Mercantile Cash Equivalents 88,798
* Participant
Loans Interest rates ranging from 5% to 9.25% 170,565
-----------
Total investments $10,749,440
===========
* Party-in-interest.
** Not applicable for participant-directed investments.
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12.
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 BANK
401(k) PROFIT SHARING PLAN
Date: June 26, 2008 By: /s/ KURT R. STEVENSON
-------------------------------------
Kurt R. Stevenson
Senior Executive Vice President and
Chief Executive Officer
CENTRUE BANK 401(k) PROFIT SHARING 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