UNITED STATES
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
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-10537
A. Full title of the plan and the address of the plan if different from that of the issuer named below
Old Second Bancorp, Inc. Employees’ 401(k) Savings Plan and Trust
B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office:
Old Second Bancorp, Inc.
37 South River Street, Aurora, Illinois 60506
(Address of principal executive offices, including zip)
(630) 892-0202
(Registrant’s telephone number, including Area Code)
Financial Statements and Supplemental Schedule
Old
Second Bancorp, Inc. Employees’
401(k) Savings Plan and Trust
Years ended December 31, 2006 and 2005
with Report of Independent Registered Public Accounting Firm
Employer
Identification #36-3143493
Plan #003
Old Second Bancorp, Inc. Employees’
401(k) Savings Plan and Trust
Financial Statements and Supplemental Schedule
Years Ended December 31, 2006 and 2005
Contents
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Reports of Independent Registered Public Accounting Firm |
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2 |
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Financial Statements |
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Statements of Net Assets Available for Benefits |
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4 |
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Statements of Changes in Net Assets Available for Benefits |
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5 |
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Notes to Financial Statements |
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6 |
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Supplemental Schedule |
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Schedule H, Line 4i — Schedule of Assets (Held at End of Year) |
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12 |
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Report of Independent Registered Public Accounting Firm
The Employee Benefits
Committee
Old Second Bancorp, Inc. Employees’
401(k) Savings Plan and Trust
We have audited the accompanying statement of net assets available for benefits of Old Second Bancorp, Inc. Employees’ 401(k) Savings Plan and Trust (the “Plan”) as of December 31, 2006, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit.
We conducted our audit 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 audit provides 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 the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2006, is presented for the purpose of additional analysis and 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. This 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 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ MCGLADREY & PULLEN, LLP
Deerfield, Illinois
July 13, 2007
2
Report of Independent Registered Public Accounting Firm
The Employee Benefits
Committee
Old Second Bancorp, Inc. Employees’
401(k) Savings Plan and Trust
We have audited the accompanying statement of net assets available for benefits of Old Second Bancorp, Inc. Employees’ 401(k) Savings Plan and Trust (the “Plan”) as of December 31, 2005, and the related statement of changes in net assets available for benefits for the year then ended. 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 audit.
We conducted our audit 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. The Plan has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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, 2005, and the changes in net assets available for benefits for the year then ended in conformity with U.S. generally accepted accounting principles.
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
Deerfield, Illinois
June 20, 2006
3
EIN 36-3143493
Plan #003
Old Second Bancorp, Inc. Employees’
401(k) Savings Plan and Trust
Statements of Net Assets Available for Benefits
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December 31 |
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2006 |
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2005 |
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Assets |
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Investments |
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$ |
52,605,939 |
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$ |
46,093,214 |
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Participant contribution receivable |
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73,219 |
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59,242 |
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Employer match contribution receivable |
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72,470 |
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31,463 |
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Profit-sharing contribution receivable |
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563,274 |
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581,559 |
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Dividend and interest receivable |
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8,680 |
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— |
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Other receivables |
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11,453 |
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504 |
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53,335,035 |
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46,765,982 |
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Liabilities |
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Accrued expenses |
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27,639 |
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13,490 |
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Net assets available for benefits |
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$ |
53,307,396 |
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$ |
46,752,492 |
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See accompanying notes.
4
EIN 36-3143493
Plan #003
Old Second Bancorp, Inc. Employees’
401(k) Savings Plan and Trust
Statements of Changes in Net Assets Available for Benefits
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Years Ended December 31 |
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2006 |
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2005 |
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Additions |
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Participant contributions |
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$ |
1,817,287 |
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$ |
1,593,738 |
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Profit-sharing contributions |
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563,274 |
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581,559 |
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Employer match contributions |
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1,321,588 |
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860,488 |
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Rollover contributions |
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4,960,384 |
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375,299 |
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Dividend and interest income |
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560,474 |
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489,839 |
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Net realized and unrealized appreciation (depreciation) in fair value of investments |
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1,693,955 |
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(314,506 |
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10,916,962 |
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3,586,417 |
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Deductions |
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Benefit payments |
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4,302,583 |
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5,134,652 |
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Administrative expenses |
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59,475 |
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53,088 |
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Net increase (decrease) |
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6,554,904 |
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(1,601,323 |
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Net assets available for benefits: |
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Beginning of year |
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46,752,492 |
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48,353,815 |
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End of year |
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$ |
53,307,396 |
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$ |
46,752,492 |
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See accompanying notes.
5
EIN 36-3143493
Plan #003
Old Second Bancorp, Inc. Employees’
401(k) Savings Plan and Trust
Years ended December 31, 2006 and 2005
1. Description of the Plan
The following is a brief description of the Old Second Bancorp, Inc. Employees’ 401(k) Savings Plan and Trust (the Plan). Participants should refer to the Plan document or the summary plan description for a more complete description of the Plan’s provisions.
General
The Plan is a defined-contribution plan established to provide deferred compensation benefits to eligible employees. Under the Plan, all nonunion employees of Old Second Bancorp, Inc. and certain of its affiliates (collectively, the Company) who have met certain eligibility requirements may elect to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Effective January 1, 1997, the Plan was amended to permit participation by any employee, both salaried and nonsalaried, who meets the eligibility requirements, other than any employee who is a member of a collective bargaining unit under which retirement benefits were the subject of good faith bargaining. Eligible employees previously excluded from the Plan solely due to having been paid on a hourly basis rather than a salary basis shall, effective January 1, 1997, be credited with eligible service, benefit service, and vesting service (as defined) to the extent the employee would have been credited for such services had his or her employment with an affiliated company (as defined) been as a salaried employee rather than as an employee paid on an hourly basis.
Effective January 1, 2003, the Plan was restated and now permits employees of Old Second Mortgage Company who meet eligibility requirements to become a member of the profit-sharing portion of the Plan. Under the January 1, 2003, restatement, the following employees are excluded from participating in the Plan: union employees, leased employees, intermittent commissioned part-time employees, and temporary employees. Old Second Mortgage Company commissioned sales employees and appraisers and temporary employees are excluded from the profit-sharing portion of the Plan.
6
Contributions
Under provisions of the Plan, participants enter into agreements wherein each participant may elect an unlimited reduction in compensation (subject to statutory wage limitations).
Maximum contribution limits of compensation may apply for certain highly compensated employees. In addition, prior to January 1, 2003, each participant could elect to make additional voluntary after-tax contributions subject to certain limitations as specified by the Plan. The Company contributes on behalf of each participant an amount equal to 100% of the participant’s salary reduction contributions made each pay period (safe harbor enhanced matching contribution), not to exceed 6% of the participant’s compensation (4% in 2005). Participants must complete three months of service to be eligible for matching contributions, with the entry date being the first of the quarter coincident with or next following the employee’s three-month anniversary.
Profit-sharing contributions are based on amounts determined by the Company’s Board of Directors before the end of each year and shall not exceed the maximum amount deductible for federal income tax purposes. Participants must complete one year of service to be eligible for profit-sharing contributions. Forfeitures are first used to pay Plan expenses. Any remaining forfeitures are used to reduce Company contributions. Forfeitures of $123,148 and $62,542 were used to reduce the profit-sharing contributions for the years ended December 31, 2006 and 2005, respectively. Remaining forfeitures of $6,200 are available for use against administrative fees or future profit-sharing contributions.
Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Effective January 1, 2006, the Plan was amended to allow after-tax Roth deferrals. Participants may direct their contributions and any related earnings into fifteen investment options.
Payment of Benefits
Upon termination of service, disability, retirement, or death, each participant or beneficiary may elect to receive accumulated benefits. The benefit may be paid as a lump-sum amount or a series of installment payments, as determined by the participant or beneficiary. Under certain circumstances, participants may receive a hardship distribution prior to termination upon approval of the plan administrator. Upon attaining the age of 65, participants are eligible to receive in-service distributions of all vested balances.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of: (a) Company contributions, and (b) Plan earnings (losses). 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 account.
7
Vesting
Participants are always fully vested in their employee contributions and rollover contributions. Company safe harbor matching contributions, and earnings thereon. Nonsafe harbor matching contributions and earnings thereon become 100% vested after two years of service.
Profit-sharing contributions and earnings thereon become 100%-vested after five years of service under a 5-year cliff vesting schedule, as defined by the Plan.
Participant Loans
Participants may borrow from their accounts a maximum of the lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years, except in the case of a loan for the purpose of acquiring a primary residence. The term of such loan shall be determined by the Company. The loans are secured by the balance in the participant’s account and bear a reasonable rate of interest as determined by the Company. Principal and interest are paid ratably through semimonthly payroll deductions.
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 provisions of ERISA. Upon Plan termination, all participants become fully vested in their account balances.
2. Summary of Significant Accounting Policies
The following is a summary of significant accounting policies followed by the Plan.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the dates of the financial statements and the reported changes in net assets available for benefits during the reported periods. Actual results could differ from those estimates.
Valuation of Investments
Investments in the Old Second National Bank of Aurora Common Collective Trust Funds for Corporate Retirement Plans and the Money Market Funds are carried at the quoted market value of the underlying assets held in the funds. The registered investment companies are valued at quoted market prices, which represent the net asset values of shares held by the Plan at year-end. Common stock of Old Second Bancorp, Inc. is valued at the last reported bid price. Participant loans are valued at cost, which approximates fair value. Purchases and sales of investments are reflected on a trade-date basis. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis.
Administrative Expenses
Certain administrative expenses of the Plan are paid by any available forfeitures and any excess paid by the Company. Forfeitures in the amount of $49,310 and $37,713 were used to pay
8
administrative expenses for the years ended December 31, 2006 and 2005, respectively. The Plan charges participants fees for administrative expenses related to loans and distributions.
Payment of Benefits
Benefits are recorded when paid.
3. Risk and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
4. Investments
The fair value of the Plan’s investments (including investments bought, sold, and held during the year) appreciated (depreciated) as follows:
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Years Ended December 31 |
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2006 |
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2005 |
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Common collective trust funds |
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$ |
1,683,443 |
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$ |
490,701 |
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Common stock |
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(954,816 |
) |
(1,108,907 |
) |
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Registered investment companies |
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965,328 |
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303,700 |
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$ |
1,693,955 |
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$ |
(314,506 |
) |
The following investments represent 5% or more of the fair value of the Plan’s net assets:
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December 31 |
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||||
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2006 |
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2005 |
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Old Second National Bank of Aurora Common Collective Trust Funds for Corporate Retirement Plans: |
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OSNB Diversified Equity Porfolio |
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$ |
6,641,678 |
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$ |
5,412,023 |
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OSNB Government Securities Fund |
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3,110,189 |
|
2,631,772 |
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Dodge & Cox Stock Fund |
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2,961,068 |
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— |
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Old Second Bancorp, Inc. common stock |
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21,407,899 |
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25,505,774 |
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All investments are participant directed
9
5. Income Tax Status
The underlying nonstandardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated August 26, 2002, stating that the form of the Plan is qualified under Section 401 of the Internal Revenue Code (the Code) and, therefore, the related trust is tax-exempt. In accordance with Revenue Procedure 2002-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. Although the Plan has been amended since receiving the determination letter, the plan administrator and Trustees believe the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
6. Related Party Transactions
Certain Plan investments such as the common collective trust funds are managed by Old Second National Bank of Aurora, a subsidiary of the Company. Old Second National Bank of Aurora is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.
Old Second National Bank of Aurora provides certain accounting, administrative and investment management services to the Plan for which no fees are charged.
7. Plan Amendments and Subsequent Events
Effective December 31, 2006, the Company amended the Plan, modifying the events that can qualify for a hardship distribution from the Plan.
In compliance with the Pension Protection Act of 2006, effective January 1, 2007, the Company has amended the Plan’s vesting schedule for profit sharing contributions made for the plan year beginning January 1, 2007. These contributions will vest under a 6 year graded schedule as follows:
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Years of vesting service |
|
Nonforfeitable percentage |
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||
|
0-1 |
|
|
0 |
% |
|
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2 |
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20 |
% |
|
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3 |
|
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40 |
% |
|
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4 |
|
|
60 |
% |
|
|
5 |
|
|
80 |
% |
|
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6 |
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100 |
% |
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Contributions made prior to the 2007 plan year will continue to vest under the 5-year cliff vesting schedule. Effective January 1 2007, the Company amended the Plan to allow certain commissioned employees to be eligible to participate in the Plan.
10
Supplemental Schedule
11
EIN 36-3143493
Plan #003
Old Second Bancorp, Inc. Employees’
401(k) Savings Plan and Trust
Schedule H, Line 4i —
Schedule of Assets
(Held at End of Year)
EIN #36-3143493 Plan #003
December 31, 2006
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Identity of Issuer/Description |
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Units/ |
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Current |
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Money Market |
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Northern Trust Benchmark Diversified Asset Portfolio |
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2,325,769 |
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$ |
2,325,769 |
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Common Collective Trust Funds |
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The Old Second National Bank of Aurora Common
Trust Fund |
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Diversified Equity Portfolio* |
|
153,757 |
|
6,641,678 |
|
|
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Bond Fund* |
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18,566 |
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2,630,823 |
|
|
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Government Securities Fund* |
|
61,444 |
|
3,110,189 |
|
|
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Conservative Fund* |
|
27,414 |
|
336,002 |
|
|
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Balanced Fund* |
|
146,343 |
|
2,282,383 |
|
|
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Growth Fund* |
|
172,298 |
|
1,844,387 |
|
|
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Aggressive Fund* |
|
98,747 |
|
1,645,504 |
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Registered Investment Companies |
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|
|
|
|
|
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American Funds Growth Fund of America R2 |
|
48,380 |
|
1,557,346 |
|
|
|
Columbia Acorn Fund Class Z |
|
65,086 |
|
1,933,698 |
|
|
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Dodge & Cox International Stock Fund |
|
35,653 |
|
1,556,596 |
|
|
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Dodge & Cox Stock Fund |
|
19,295 |
|
2,961,068 |
|
|
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Vanguard Index Trust 500 Portfolio |
|
7,391 |
|
965,157 |
|
|
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Morgan Stanley International Equity |
|
36,006 |
|
740,996 |
|
|
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T. Rowe Price Science & Technology Fund |
|
14,640 |
|
306,848 |
|
|
|
|
|
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Common Stock |
|
|
|
|
|
|
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Old Second Bancorp, Inc. common stock* |
|
730,645 |
|
21,407,899 |
|
|
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Participant loans*, interest rates of 4.00% to 8.75% |
|
|
|
359,596 |
|
|
|
|
|
|
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$ |
52,605,939 |
|
*Represents a party in interest to the Plan.
12
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement No. 333-38914 of Old Second Bancorp, Inc. on Form S-8 of our report dated July 13, 2007, appearing in this Annual Report on Form 11-K of the Old Second Bancorp, Inc. Employees’ 401(k) Savings Plan and Trust for the year ended December 31, 2006.
/s/ MCGLADREY & PULLEN, LLP
Deerfield, Illinois
July 13, 2007
13
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-38914) under the Securities Act of 1933 of Old Second Bancorp, Inc. of our report dated June 20, 2006, on our audit of the statement of net assets available for benefits of the Old Second Bancorp, Inc. Employees’ 401(k) Savings Plan and Trust as of December 31, 2005, and the related statement of changes in net assets available for benefits for the year then ended which is included in the annual report on Form 11-K for the year ended December 31, 2006.
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
Deerfield, Illinois
July 13, 2007
14
Pursuant to the requirements of Section 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
OLD SECOND BANCORP INC. |
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BY: |
/s/ William B. Skoglund |
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William B. Skoglund |
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Chairman of the Board, Director |
|
|
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President and
Chief Executive Officer |
|
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BY: |
/s/ J. Douglas Cheatham |
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J. Douglas Cheatham |
|
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|
|
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Senior Vice-President and |
|
|
|
Chief Financial
Officer, Director |
|
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DATE: July 13, 2007 |
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15