Edgar Filing: FIRST MID ILLINOIS BANCSHARES INC

form10q_093007.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2007
Or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________

Commission file number 0-13368

FIRST MID-ILLINOIS BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)

Delaware	37-1103704
(State or other jurisdiction of	(I.R.S. employer identification no.)
incorporation or organization)

1515 Charleston Avenue,
Mattoon, Illinois	61938
(Address of principal executive offices)	(Zip code)

(217) 234-7454
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]

Accelerated filer [X]

Non-accelerated filer [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [X] No

As of November 7, 2007, 6,291,336 common shares, $4.00 par value, were outstanding.

PART I

ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets	(Unaudited)
(In thousands, except share data)	September 30,			December 31,
	2007			2006
Assets
Cash and due from banks:
Non-interest bearing	$	22,406		$	20,266
Interest bearing		193			200
Federal funds sold		12,780			1,370
Cash and cash equivalents		35,379			21,836
Investment securities:
Available-for-sale, at fair value		188,783			179,108
Held-to-maturity, at amortized cost (estimated fair value of $1,211 and
$1,346 at September 30, 2007 and December 31, 2006, respectively)		1,198			1,323
Loans held for sale		1,459			2,234
Loans		740,591			721,334
Less allowance for loan losses		(6,136	)		(5,876	)
Net loans		734,455			715,458
Interest receivable		8,893			8,417
Premises and equipment, net		15,761			16,293
Goodwill, net		17,363			17,363
Intangible assets, net		4,519			5,148
Other assets		12,798			13,379
Total assets	$	1,020,608		$	980,559
Liabilities and Stockholders’ Equity
Deposits:
Non-interest bearing	$	114,759		$	121,405
Interest bearing		676,142			649,190
Total deposits		790,901			770,595
Securities sold under agreements to repurchase		58,892			66,693
Interest payable		2,466			2,445
Other borrowings		64,000			37,800
Junior subordinated debentures		20,620			20,620
Other liabilities		4,647			6,620
Total liabilities		941,526			904,773
Stockholders’ Equity
Common stock, $4 par value; authorized 18,000,000 shares;
issued 7,125,713 shares in 2007 and 8,552,886 shares in 2006		28,503			22,808
Additional paid-in capital		23,147			21,261
Retained earnings		48,400			68,625
Deferred compensation		2,531			2,629
Accumulated other comprehensive income		237			19
Less treasury stock at cost, 814,120 shares in 2007
and 2,121,269 shares in 2006		(23,736	)		(39,556	)
Total stockholders’ equity		79,082			75,786
Total liabilities and stockholders’ equity	$	1,020,608		$	980,559

See accompanying notes to unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Income (unaudited)
(In thousands, except per share data)
	Three months ended September 30,				Nine months ended September 30,
	2007		2006		2007		2006
Interest income:
Interest and fees on loans	$	12,971	$	12,369	$	37,565	$	34,169
Interest on investment securities		2,293		2,353		6,774		5,937
Interest on federal funds sold		25		78		168		183
Interest on deposits with other financial institutions		4		4		12		25
Total interest income		15,293		14,804		44,519		40,314
Interest expense:
Interest on deposits		5,538		5,261		16,230		13,091
Interest on securities sold under agreements
to repurchase		631		654		1,800		1,665
Interest on other borrowings		839		620		2,084		1,890
Interest on subordinated debentures		394		426		1,177		920
Total interest expense		7,402		6,961		21,291		17,566
Net interest income		7,891		7,843		23,228		22,748
Provision for loan losses		203		171		598		575
Net interest income after provision for loan losses		7,891		7,843		23,228		22,748
Other income:
Trust revenues		589		592		1,924		1,801
Brokerage commissions		119		122		371		418
Insurance commissions		447		361		1,573		1,343
Service charges		1,438		1,413		4,152		3,897
Securities gains, net		55		67		211		66
Mortgage banking revenue, net		146		127		400		288
Other		819		686		2,360		2,011
Total other income		3,613		3,368		10,991		9,824
Other expense:
Salaries and employee benefits		4,134		4,036		12,218		11,391
Net occupancy and equipment expense		1,230		1,236		3,644		3,570
Amortization of intangible assets		196		216		629		545
Stationery and supplies		139		165		422		430
Legal and professional		421		374		1,275		1,005
Marketing and promotion		353		240		622		660
Other		1,100		1,106		3,648		3,346
Total other expense		7,573		7,373		22,458		20,947
Income before income taxes		3,728		3,667		11,163		11,050
Income taxes		1,259		1,234		3,693		3,691
Net income	$	2,469	$	2,433	$	7,470	$	7,359

Per share data:
Basic earnings per share	$	0.39	$	0.38	$	1.17	$	1.13
Diluted earnings per share	$	0.38	$	0.37	$	1.15	$	1.11
Cash dividends per share	$	-	$	-	$	0.19	$	0.17

See accompanying notes to unaudited condensed consolidated financial statements.

Condensed Consolidated Statements of Cash Flows (unaudited)	Nine months ended September 30,
(In thousands)	2007			2006
Cash flows from operating activities:
Net income	$	7,470		$	7,359
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		598			575
Depreciation, amortization and accretion, net		1,363			1,220
Stock-based compensation expense		43			135
Gains on sale of securities, net		(211	)		(66	)
(Gains) losses on sale of other real property owned, net		(16	)		30
Gains on sale of loans held for sale, net		(456	)		(341	)
Origination of loans held for sale		(38,825	)		(23,829	)
Proceeds from sale of loans held for sale		40,056			24,746
Increase in other assets		(547	)		(2,307	)
Increase (decrease) in other liabilities		(831	)		680
Net cash provided by operating activities		8,644			8,202
Cash flows from investing activities:
Proceeds from sales of securities available-for-sale		13,012			12,989
Proceeds from maturities of securities available-for-sale		36,059			47,750
Proceeds from maturities of securities held-to-maturity		125			120
Purchases of securities available-for-sale		(57,692	)		(48,479	)
Net increase in loans		(19,595	)		(34,279	)
Purchases of premises and equipment		(688	)		(1,096	)
Proceeds from sales of other real property owned		1,111			324
Payment related to acquisition, net of cash and cash equivalents acquired		-			(12,062	)
Net cash used in investing activities		(27,668	)		(34,733	)
Cash flows from financing activities:
Net increase in deposits		20,306			33,571
Decrease in federal funds purchased		(6,800	)		(800	)
Decrease in repurchase agreements		(7,801	)		(12,349	)
Proceeds from short term FHLB advances		59,000			75,600
Repayment of short term FHLB advances		(51,000	)		(99,600	)
Proceeds from long term FHLB advances		20,000			15,000
Proceeds from short term debt		-			500
Proceeds from long term debt		8,000			15,000
Repayment of short term debt		-			(6,000	)
Repayment of long term debt		(3,000	)		-
Issuance of junior subordinated debentures		-			10,310
Proceeds from issuance of common stock		673			723
Purchase of treasury stock		(5,299	)		(5,303	)
Dividends paid on common stock		(1,512	)		(1,514	)
Net cash provided by financing activities		32,567			25,138
Increase (decrease) in cash and cash equivalents		13,543			(1,393	)
Cash and cash equivalents at beginning of period		21,836			19,557
Cash and cash equivalents at end of period	$	35,379		$	18,164

Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	21,270	$	16,762
Income taxes		3,393		3,860
Supplemental disclosures of noncash investing and financing activities
Loans transferred to real estate owned		409		487
Dividends reinvested in common stock		791		757
Net tax benefit related to option and deferred compensation plans		582		273

See accompanying notes to unaudited condensed consolidated financial statements.

Notes to Consolidated Financial Statements

(unaudited)

Basis of Accounting and Consolidation

The unaudited condensed consolidated financial statements include the accounts of First Mid-Illinois Bancshares, Inc. (“Company”) and the following wholly-owned subsidiaries: Mid-Illinois Data Services, Inc. (“MIDS”), The Checkley Agency, Inc. (“Checkley”), and First Mid-Illinois Bank & Trust, N.A. (“First Mid Bank”). All significant intercompany balances and transactions have been eliminated in consolidation. The financial information reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods ended September 30, 2007 and 2006, and all such adjustments are of a normal recurring nature. Certain amounts in the prior year’s consolidated financial statements have been reclassified to conform to the September 30, 2007 presentation and there was no impact on net income or stockholders’ equity. The results of the interim period ended September 30, 2007 are not necessarily indicative of the results expected for the year ending December 31, 2007. The Company operates as a one-segment entity for financial reporting purposes.

The 2006 year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles.

The unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all of the information required by U.S. generally accepted accounting principles for complete financial statements and related footnote disclosures although the Company believes that the disclosures made are adequate to make the information not misleading. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2006 Annual Report on Form 10-K.

Stock Plans

At the Annual Meeting of Stockholders held May 23, 2007, the stockholders approved the First Mid-Illinois Bancshares, Inc. 2007 Stock Incentive Plan (“SI Plan”). The SI Plan was implemented to succeed the Company’s 1997 Stock Incentive Plan, which had a ten-year term that expired October 21, 2007. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established herein in the SI Plan.

A maximum of 300,000 shares may be issued under the SI Plan. As of September 30, 2007, no shares have been awarded.

Stock Split

On June 29, 2007, the Company effected a three-for-two stock split in the form of a 50% stock dividend for all shareholders of record as of June 18, 2007. Accordingly, an entry was made for $9,493,000 to increase the common stock account and decrease the retained earnings account. Par value remained at $4 per share. All current and prior period share and per share amounts have been restated giving retroactive recognition to the stock split.

Treasury Stock

On May 23, 2007, the Company retired 1,500,000 shares of its treasury stock (after adjustment for stock split), the cost of which was determined using the first-in, first-out method. Accordingly, an entry was made to decrease the treasury stock account for $21,021,000, the common stock account for $4,000,000 and the retained earnings account for $17,021,000.

Website

The Company maintains a website at www.firstmid.com. All periodic and current reports of the Company and amendments to these reports filed with the Securities and Exchange Commission (“SEC”) can be accessed, free of charge, through this website as soon as reasonably practicable after these materials are filed with the SEC.

Comprehensive Income

The Company’s comprehensive income for the three and nine-month periods ended September 30, 2007 and 2006 was as follows (in thousands):

	Three months ended						Nine months ended
	September 30,						September 30,
	2007			2006			2007			2006
Net income	$	2,469		$	2,433		$	7,470		$	7,359
Other comprehensive income:
Unrealized gains during the period		1,918			2,445			568			1,028
Less realized gains during the period		(55	)		(67	)		(211	)		(66	)
Tax effect		(726	)		(927	)		(139	)		(375	)
Total other comprehensive income		1,137			1,451			218			587
Comprehensive income	$	3,606		$	3,884		$	7,688		$	7,946

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 157 (FAS 157), “Fair Value Measurements,” which provides enhanced guidance for using fair value to measure assets and liabilities. FAS 157 establishes a common definition of fair value, provides a framework for measuring fair value under U.S. Generally Accepted Accounting Principles and expands disclosures requirements about fair value measurements. FAS 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact, if any, the adoption of FAS 157 will have on its financial reporting and disclosures.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158 (FAS 158), “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R),” which requires recognition of a net liability or asset to report the funded status of defined benefit pension and other postretirement plans on the balance sheet and recognition (as a component of other comprehensive income) of changes in the funded status in the year in which the changes occur. Additionally, FAS 158 requires measurement of a plan’s assets and obligations as of the balance sheet date and additional disclosures in the notes to the financial statements. The recognition and disclosure provisions of FAS 158 are effective for fiscal years ending after December 15, 2006, while the requirement to measure a plan’s assets and obligations as of the balance sheet date is effective for fiscal years ending after December 15, 2008. There was no material impact in regard to adoption of the recognition and disclosure provisions of FAS 158. The Company is currently evaluating the impact the adoption of the remaining provisions of FAS 158 will have on its financial reporting and disclosures.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 (FAS 159), “The Fair Value Option for Financial Assets and Financial Liabilities – Including amendment of FASB Statement No. 115.” FAS 159 allows companies to report selected financial assets and liabilities at fair value. The changes in fair value are recognized in earnings and the assets and liabilities measured under this methodology are required to be displayed separately in the balance sheet. The main intent of FAS 159 is to mitigate the difficulty in determining reported earnings caused by a “mixed-attribute model” (that is, reporting some assets at fair value and others using a different valuation method such as amortized cost). The project is separated into two phases. This first phase addresses the creation of a fair value option for financial assets and liabilities. A second phase will address creating a fair value option for selected non-financial items. FAS 159 is effective for all financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact, if any, the adoption of FAS 159 would have on its financial reporting and disclosures.

Earnings Per Share

A three-for-two common stock split was effected on June 29, 2007, in the form of a 50% stock dividend for the stockholders of record at the close of business on June 18, 2007. Accordingly, information with respect to shares of common stock and earnings per share has been restated for current and prior periods presented to fully reflect the stock split. Basic earnings per share (“EPS”) is calculated as net income divided by the weighted average number of common shares outstanding. Diluted EPS is computed using the weighted average number of common shares outstanding, increased by the assumed conversion of the Company’s stock options, unless anti-dilutive.

The components of basic and diluted earnings per common share for the three and nine-month periods ended September 30, 2007 and 2006 were as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
	2007		2006		2007		2006
Basic Earnings per Share:
Net income	$	2,469,000	$	2,433,000	$	7,470,000	$	7,359,000
Weighted average common shares outstanding		6,343,669		6,486,375		6,377,533		6,523,002
Basic earnings per common share	$	.39	$	.38	$	1.17	$	1.13
Diluted Earnings per Share:
Weighted average common shares outstanding		6,343,669		6,486,375		6,377,533		6,523,002
Assumed conversion of stock options		131,010		118,367		133,709		131,069
Diluted weighted average common shares outstanding		6,474,679		6,604,742		6,511,242		6,654,071
Diluted earnings per common share	$	.38	$	.37	$	1.15	$	1.11

Stock options for 94,500 shares of common stock were not considered in computing diluted earnings per share for 2007 because they were anti-dilutive.

Acquisition

On May 1, 2006, the Company completed the acquisition, for $24 million in cash, of all of the outstanding common stock of Mansfield Bancorp, Inc. (“Mansfield”) and its wholly-owned subsidiary, Peoples State Bank of Mansfield (“Peoples State Bank”), located in Mansfield, Mahomet and Weldon, Illinois, in order to expand its market presence in this area. The Company financed the purchase price through a dividend of $5 million from First Mid Bank, an issuance of $10 million of trust preferred securities and a $9.5 million draw on the Company’s line of credit with The Northern Trust Company. Following the completion of the acquisition during the third quarter of 2006, Mansfield merged with and into Peoples State Bank and Peoples State Bank merged with and into First Mid Bank. Following the completion of these mergers, Mansfield and Peoples State Bank ceased to exist and Peoples State Bank’s operations were merged into First Mid Bank’s.

The transaction has been accounted for as a purchase, and the results of operations of Mansfield and Peoples since the acquisition date have been included in the consolidated financial statements. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of this transaction (in thousands):

Cash and cash equivalents	$	12,193
Investment securities		52,740
Loans		55,770
Less allowance for loan losses		(1,405	)
Premises and equipment		1,465
Goodwill		8,329
Core deposit intangibles		3,132
Other asset		1,636
Total assets acquired		133,860

Deposits		108,114
Deferred income taxes		869
Other liabilities		622
Total liabilities assumed		109,605
Net assets acquired	$	24,255

Transaction costs related to the completion of the transaction were approximately $255,000. The fair value of deposits acquired in the transaction exceeded the book value, resulting in a core deposit intangible asset of $3,132,000, which is being amortized over 10 years. The total fair value of the assets and liabilities acquired exceeded the book value, resulting in goodwill of $8,329,000, which is not subject to amortization. The core deposit intangibles and goodwill are not deductible for tax purposes.

The following unaudited pro forma condensed combined financial information presents the results of operations of the Company, including the effects of the purchase accounting adjustments, issuance of trust preferred securities and bank loan, had the acquisition taken place at the beginning of 2006 (in thousands):

	For the three months ended		For the nine months ended
	September 30, 2006		September 30, 2006
Net interest income	$	7,839	$	23,710
Provision for loan losses		171		615
Non-interest income		3,276		10,049
Non-interest expense		7,281		21,855
Income before income taxes		3,663		11,289
Income tax expense		1,233		3,892
Net income	$	2,430	$	7,397

Earnings per share
Basic	$	0.37	$	1.13
Diluted	$	0.36	$	1.11

Basic weighted average shares outstanding		6,486,375		6,523,002
Diluted weighted average shares outstanding		6,604,742		6,654,071

The unaudited pro forma condensed combined financial statements do not reflect any anticipated cost savings and revenue enhancements. Additionally, the income statement for the first three months of 2006 includes merger-related expenses. Accordingly, the pro forma results of operations of the Company as of and after the merger may not be indicative of the results that actually would have occurred if the merger had been in effect during the period presented or of the results that may be attained in the future.

Goodwill and Intangible Assets

The Company has goodwill from business combinations, intangible assets from branch acquisitions, and identifiable intangible assets assigned to core deposit relationships and customer lists of Checkley.

The following table presents gross carrying value and accumulated amortization by major intangible asset class as of September 30, 2007 and December 31, 2006 (in thousands):

	September 30, 2007				December 31, 2006
	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Goodwill not subject to amortization (effective 1/1/02)	$	21,123	$	3,760	$	21,123	$	3,760
Intangibles from branch acquisition		3,015		2,111		3,015		1,961
Core deposit intangibles		5,936		3,146		5,936		2,810
Customer list intangibles		1,904		1,079		1,904		936
	$	31,978	$	10,096	$	31,978	$	9,467

Total amortization expense for the nine months ended September 30, 2007 and 2006 was as follows (in thousands):

	September 30,
	2007		2006
Intangibles from branch acquisition	$	150	$	151
Core deposit intangibles		336		251
Customer list intangibles		143		143
	$	629	$	545

Aggregate amortization expense for the current year and estimated amortization expense for each of the five succeeding years is shown in the table below (in thousands):

Aggregate amortization expense:
For period 01/01/07-9/30/07	$	629

Estimated amortization expense:
For period 10/01/07-12/31/07	$	191
For year ended 12/31/08	$	765
For year ended 12/31/09	$	735
For year ended 12/31/10	$	704
For year ended 12/31/11	$	704
For year ended 12/31/12	$	380

In accordance with the provisions of SFAS 142, the Company performed testing of goodwill for impairment as of September 30, 2007 and determined that, as of that date, goodwill was not impaired. Management also concluded that the remaining amounts and amortization periods were appropriate for all intangible assets.

Other Assets

The Company owns approximately $3.7 million of Federal Home Loan Bank stock included in other assets. During the third quarter of 2007, the Federal Home Loan Bank of Chicago received a Cease and Desist Order from their regulator, the Federal Housing Finance Board. The draft order prohibits capital stock repurchases and redemptions until a time to be determined by the Federal Housing Finance Board. The Federal Home Loan Bank will continue to provide liquidity and funding through advances and the purchases of mortgages through the MPF Program. With regard to dividends, the Federal Home Loan Bank will continue to access their dividend capacity each quarter and make appropriate request for approval.

Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase had seasonal declines of $7.8 million during the first nine months of 2007. Other borrowings increased $26.2 million during the nine-month period ended September 30, 2007. This increase was primarily due to an increase of $28 million in Federal Home Loan Bank advances which were used to offset the decline in federal funds purchased and repurchase agreement balances.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition and results of operations of the Company and its subsidiaries as of, and for the three and nine month periods ended, September 30, 2007 and 2006. This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes and selected financial data appearing elsewhere in this report.

Forward-Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such as discussions of the Company’s pricing and fee trends, credit quality and outlook, liquidity, new business results, expansion plans, anticipated expenses and planned schedules. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are identified by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project”, or similar expressions. Actual results could differ materially from the results indicated by these statements because the realization of those results is subject to many risks and uncertainties including: changes in interest rates, general economic conditions, legislative/regulatory changes, 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 investment 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 a discussion of these and additional factors that could materially affect the Company’s financial results, is included in the Company’s 2006 Annual Report on Form 10-K under the headings ”Item 1. Business” and “Item 1A. Risk Factors."

New Accounting Standards Adopted During 2007

The Company adopted the provisions of FASB Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes,” on January 1, 2007. The implementation of FIN 48 did not impact the Company’s financial statements. The Company files U.S. federal and state of Illinois income tax returns. The Company is no longer subject to U.S. federal or state income tax examinations by tax authorities for years before 2003.

Properties

On September 29, 2007, the Company closed its facilities located at 435 South Hamilton, Sullivan, Illinois in the IGA and at 220 North Highway Avenue, DeLand, Illinois. The customers and operations of both of these facilities were moved to other facilities in Sullivan and Monticello, Illinois. The Company does not expect the closing or moving of these facilities to have a material impact on its other operations or on its financial reporting and disclosures.

Overview

This overview of management’s discussion and analysis highlights selected information in this document and may not contain all of the information that is important to you. For a more complete understanding of trends, events, commitments, uncertainties, liquidity, capital resources, and critical accounting estimates which have an impact on the Company’s financial condition and results of operations you should carefully read this entire document.

Net income was $7,470,000 and $7,359,000 and diluted earnings per share was $1.15 and $1.11 for the nine months ended September 30, 2007 and 2006, respectively. The following table shows the Company’s annualized performance ratios for the nine months ended September 30, 2007 and 2006, compared to the performance ratios for the year ended December 31, 2006:

	Nine months ended						Year ended
	September 30,			September 30,			December 31,
	2007			2006			2006
Return on average assets		1.02	%		1.06	%		1.07	%
Return on average equity		12.92	%		13.25	%		13.31	%
Average equity to average assets		7.88	%		8.01	%		8.01	%

Total assets at September 30, 2007 and December 31, 2006 were $1,020.6 million and $980.6 million, respectively. The increase in net assets was primarily due to an increase in federal funds sold, available-for-sale securities and commercial real estate and commercial and agricultural operating loans. Net loan balances were $734.5 million at September 30, 2007, an increase of $19 million, or 2.7%, from $715.5 million at December 31, 2006. Total deposit balances increased to $790.9 million at September 30, 2007 from $770.6 million at December 31, 2006.

Net interest margin, defined as net interest income divided by average interest-earning assets, was 3.39% for the nine months ended September 30, 2007, down from 3.52% for the same period in 2006. The decrease in the net interest margin is attributable to a greater increase in borrowing and deposit rates compared to the increase in interest-earning asset rates. Net interest income before the provision for loan losses was $23.2 million compared to net interest income of $22.7 million for the same period in 2006. The increase was due to growth in average earning assets of $51 million for the nine months ended September 30, 2007 compared to the same period in 2006.

Noninterest income increased $1.2 million, or 11.9%, to $11 million for the nine months ended September 30, 2007 compared to $9.8 million for the nine months ended September 30, 2006. The increase in income is primarily due to the acquisition of Mansfield accounts that led to increased service charges and greater ATM and debit card fees.

Noninterest expense increased 7.2%, or $1.5 million, to $22.4 million for the nine months ended September 30, 2007 compared to $20.9 million during the same period in 2006. In addition to increases in noninterest expense due to the acquisition of Mansfield, other factors in the expense increase were increased salaries and benefits expense that resulted from merit increases for continuing employees and an increase in legal and professional expenses.

Following is a summary of the factors that contributed to the changes in net income (in thousands):

	Change in Net Income
	2007 versus 2006			2007 versus 2006
	Three months ended September 30			Nine months ended September 30
Net interest income	$	62		$	494
Provision for loan losses		(32	)		(23	)
Other income, including securities transactions		231			1,153
Other expenses		(200	)		(1,511	)
Income taxes		(25	)		(2	)
Increase (decrease) in net income	$	36		$	111

Credit quality is an area of importance to the Company. Total nonperforming loans were $7.1 million at September 30, 2007, compared to $3.6 million at September 30, 2006 and $3.7 million at December 31, 2006. This increase was primarily due to insufficient cash flow on commercial real estate loans to one borrower which totaled $3 million. The Company’s provision for loan losses for the nine months ended September 30, 2007 and 2006 was $598,000 and $575,000, respectively. At September 30, 2007, the composition of the loan portfolio remained similar to the same period last year. During the nine months ended September 30, 2007, annualized net charge-offs were .06% of average loans compared to .13% for the same period in 2006. Loans secured by both commercial and residential real estate comprised 70% of the loan portfolio as of September 30, 2007 and 2006.

The Company’s capital position remains strong and the Company has consistently maintained regulatory capital ratios above the “well-capitalized” standards. The Company’s Tier 1 capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at September 30, 2007 and 2006 was 10.34% and 9.98%, respectively. The Company’s total capital to risk weighted assets ratio calculated under the regulatory risk-based capital requirements at September 30, 2007 and 2006 was 11.16% and 10.80%, respectively.

The Company’s liquidity position remains sufficient to fund operations and meet the requirements of borrowers, depositors, and creditors. The Company maintains various sources of liquidity to fund its cash needs. See discussion under the heading “Liquidity” for a full listing of sources and anticipated significant contractual obligations. The Company enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. The total outstanding commitments at September 30, 2007 and 2006 were $148 million and $125.7 million, respectively. This increase is primarily attributable to increases in commercial real estate lines of credit.

Critical Accounting Policies

The Company has established various accounting policies that govern the application of U.S. generally accepted accounting principles in the preparation of the Company’s financial statements. The significant accounting policies of the Company are described in the footnotes to the consolidated financial statements included in the Company’s 2006 Annual Report on Form 10-K. Certain accounting policies involve significant judgments and assumptions by management that have a material impact on the carrying value of certain assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and assumptions, which could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company.

The Company believes the allowance for loan losses is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of its consolidated financial statements. In estimating the allowance for loan losses, management utilizes historical experience, as well as other factors, including the effect of changes in the local real estate market on collateral values, the effect on the loan portfolio of current economic indicators and their probable impact on borrowers, and increases or decreases in nonperforming and impaired loans. Changes in these factors may cause management’s estimate of the allowance for loan losses to increase or decrease and result in adjustments to the Company’s provision for loan losses. See heading “Loan Quality and Allowance for Loan Losses” for a more detailed description of the Company’s estimation process and methodology related to the allowance for loan losses.

Results of Operations

Net Interest Income

The largest source of revenue for the Company is net interest income. Net interest income represents the difference between total interest income earned on earning assets and total interest expense paid on interest-bearing liabilities. The amount of interest income is dependent upon many factors, including the volume and mix of earning assets, the general level of interest rates and the dynamics of changes in interest rates. The cost of funds necessary to support earning assets varies with the volume and mix of interest-bearing liabilities and the rates paid to attract and retain such funds. The Company’s average balances, interest income and expense and rates earned or paid for major balance sheet categories are set forth in the following table (dollars in thousands):

	Nine months ended								Nine months ended
	September 30, 2007								September 30, 2006
	Average					Average			Average					Average
	Balance			Interest		Rate			Balance			Interest		Rate
ASSETS
Interest-bearing deposits	$	310		$	12		5.10	%	$	789		$	25		4.24	%
Federal funds sold		4,389			168		5.12	%		4,738			183		5.16	%
Investment securities
Taxable		167,375			6,249		4.98	%		157,008			5,357		4.55	%
Tax-exempt (1)		16,945			525		4.13	%		17,834			580		4.34	%
Loans (2)(3)		723,696			37,565		6.94	%		681,362			34,169		6.70	%
Total earning assets		912,715			44,519		6.52	%		861,731			40,314		6.25	%
Cash and due from banks		19,088								19,611
Premises and equipment		15,977								16,075
Other assets		36,403								28,141
Allowance for loan losses		(6,090	)							(5,708	)
Total assets	$	978,093							$	919,850

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing deposits
Demand deposits	$	265,489		$	4,784		2.41	%	$	238,329		$	3,734		2.09	%
Savings deposits		61,447			261		.57	%		62,715			238		.51	%
Time deposits		329,235			11,185		4.54	%		316,478			9,119		3.85	%
Securities sold under agreements to repurchase		52,383			1,800		4.59	%		52,510			1,665		4.24	%
FHLB advances		33,147			1,226		4.95	%		37,872			1,291		4.56	%
Federal funds purchased		3,714			153		5.50	%		3,393			129		5.08	%
Junior subordinated debt		20,620			1,177		7.63	%		16,229			920		7.58	%
Other debt		14,361			705		6.57	%		10,102			470		6.22	%
Total interest-bearing liabilities		780,396			21,291		3.65	%		737,628			17,566		3.18	%
Non interest-bearing demand deposits		113,335								101,715
Other liabilities		7,275								6,460
Stockholders' equity		77,087								74,047
Total liabilities & equity	$	978,093							$	919,850
Net interest income				$	23,228							$	22,748
Net interest spread							2.87	%							3.07	%
Impact of non-interest bearing funds							.52	%							.45	%

Net yield on interest- earning assets							3.39	%							3.52	%

(1) The tax-exempt income is not recorded on a tax equivalent basis.
(2) Nonaccrual loans have been included in the average balances.
(3) Includes loans held for sale.

Changes in net interest income may also be analyzed by segregating the volume and rate components of interest income and interest expense. The following table summarizes the approximate relative contribution of changes in average volume and interest rates to changes in net interest income for the nine months ended September 30, 2007, compared to the same period in 2006 (in thousands):

	For the nine months ended September 30,
	2007 compared to 2006
	Increase / (Decrease)
	Total
	Change			Volume (1)			Rate (1)
Earning Assets:
Interest-bearing deposits	$	(13	)	$	(20	)	$	7
Federal funds sold		(15	)		(14	)		(1	)
Investment securities:
Taxable		892			367			525
Tax-exempt (2)		(55	)		(28	)		(27	)
Loans (3)		3,396			2,154			1,242
Total interest income		4,205			2,459			1,746

Interest-Bearing Liabilities:
Interest-bearing deposits
Demand deposits		1,050			448			602
Savings deposits		23			(7	)		30
Time deposits		2,066			379			1,687
Securities sold under
agreements to repurchase		135			(6	)		141
FHLB advances		(65	)		(214	)		149
Federal funds purchased		24			13			11
Junior subordinated debt		257			251			6
Other debt		235			208			27
Total interest expense		3,725			1,072			2,653
Net interest income	$	480		$	1,387		$	(907	)

(1) Changes attributable to the combined impact of volume and rate have been allocated
proportionately to the change due to volume and the change due to rate.
(2) The tax-exempt income is not recorded on a tax-equivalent basis.
(3) Nonaccrual loans have been included in the average balances.

Net interest income increased $.5 million, or 2.1%, to $23.2 million for the nine months ended September 30, 2007, from $22.7 million for the same period in 2006. The increase in net interest income was due to growth in earning assets, primarily composed of loan growth, partially offset by a reduction in the net interest margin.

For the nine months ended September 30, 2007, average earning assets increased by $51 million, or 5.9%, and average interest-bearing liabilities increased $42.8 million, or 5.8%, compared with average balances for the same period in 2006. The changes in average balances for these periods are shown below:

·	Average loans increased by $42.3 million or 6.2%.

·	Average securities increased by $9.5 million or 5.4%.

·	Average interest-bearing deposits increased by $38.6 million or 6.3%.

·	Average securities sold under agreements to repurchase decreased by $.1 million or .2%.

·	Average borrowings and other debt increased by $4.2 million or 6.2%.

·	Net interest margin decreased to 3.39% for the first nine months of 2007 from 3.52% for the first nine months of 2006.

To compare the tax-exempt yields on interest-earning assets to taxable yields, the Company also computes non-GAAP net interest income on a tax equivalent basis (TE) where the interest earned on tax-exempt securities is adjusted to an amount comparable to interest subject to normal income taxes assuming a federal tax rate of 34% (referred to as the tax equivalent adjustment). The net yield on interest-earning assets (TE) was 3.45% for the first nine months of 2007 and 3.57% for the first nine months of 2006. The TE adjustments to net interest income for September 30, 2007 and 2006 were $270,000 and $299,000, respectively.

Provision for Loan Losses

The provision for loan losses for the nine months ended September 30, 2007 and 2006 was $598,000 and $575,000, respectively. Nonperforming loans were $7.1 million and $3.6 million as of September 30, 2007 and 2006, respectively. Net charge-offs were $338,000 for the nine months ended September 30, 2007 compared to $652,000 during the same period in 2006. For information on loan loss experience and nonperforming loans, see discussion under the “Nonperforming Loans” and “Loan Quality and Allowance for Loan Losses” sections below.

Other Income

An important source of the Company’s revenue is derived from other income. The following table sets forth the major components of other income for the three and nine months ended September 30, 2007 and 2006 (in thousands):

	Three months ended September 30,							Nine months ended September 30,
	2007		2006		$ Change			2007		2006		$ Change
Trust	$	589	$	592	$	(3	)	$	1,924	$	1,801	$	123
Brokerage		119		122		(3	)		371		418		(47	)
Insurance commissions		447		361		86			1,573		1,343		230
Service charges		1,438		1,413		25			4,152		3,897		255
Security gains		55		67		(12	)		211		66		145
Mortgage banking		146		127		19			400		288		112
Other		819		686		133			2,360		2,011		349
Total other income	$	3,613	$	3,368	$	245		$	10,991	$	9,824	$	1,167

Following are explanations of the changes in these other income categories for the three months ended September 30, 2007 compared to the same period in 2006:

·	Trust revenues decreased $3,000 or .5% to $589,000 from $592,000. Trust assets, at market value, were $453 million at September 30, 2007 compared to $423 million at September 30, 2006.

·	Revenues from brokerage decreased $3,000 or 2.5% to $119,000 from $122,000 due to a reduction in commissions received from the sale of annuities.

·	Insurance commissions increased $86,000 or 23.8% to $447,000 from $361,000 due to the increase in commissions received on sales of business property and casualty insurance in the third quarter of 2007 compared to the same period in 2006.

·	Fees from service charges increased $25,000 or 1.8% to $1,438,000 from $1,413,000. This was primarily the result of an increase in the number of overdrafts and increased service charges received from deposits accounts acquired from Mansfield.

·	The sale of securities during the three months ended September 30, 2007 resulted in net securities gains of $55,000 compared to the three months ended September 30, 2006 which resulted in net securities gains of $67,000.

·	Mortgage banking income increased $19,000 or 15% to $146,000 from $127,000. This increase was primarily due to the increased volume of fixed rate loans originated and sold by First Mid Bank. Loans sold balances were as follows:

·	$13 million (representing 118 loans) for the third quarter of 2007.

·	$10.4 million (representing 103 loans) for the third quarter of 2006.

First Mid Bank generally releases the servicing rights on loans sold into the secondary market.

·	Other income increased $133,000 or 19.4% to $819,000 from $686,000. This increase was primarily due to increased ATM and debit card service fees.

Following are explanations of the changes in these other income categories for the nine months ended September 30, 2007 compared to the same period in 2006:

Trust revenues increased $123,000 or 6.8% to $1,924,000 from $1,801,000. Trust assets, at market value, were $453 million at September 30, 2007 compared to $423 million at September 30, 2006. The increase in trust revenues was due to the increase in trust assets and to non-recurring executor and sales fees received in 2007 that were not received in 2006.

·	Revenues from brokerage decreased $47,000 or 11.2% to $371,000 from $418,000 due to a reduction in commissions received from the sale of annuities.

·	Insurance commissions increased $230,000 or 17.1% to $1,573,000 from $1,343,000 due to an increase in commissions received on sales of business property and casualty insurance and greater contingency income received from insurance carriers based upon lower claim experience.

·	Fees from service charges increased $255,000 or 6.5% to $4,152,000 from $3,897,000. This was primarily the result of an increase in the number of overdrafts and increased service charges received from deposits accounts acquired from Mansfield.

·	The sale of securities during the nine months ended September 30, 2007 resulted in net securities gains of $211,000 compared to the nine months ended September 30, 2006 in which sales of securities resulted in net securities gains of $66,000.

·	Mortgage banking income increased $112,000 or 38.9% to $400,000 from $288,000. This increase was due to the increased volume of fixed rate loans originated and sold by First Mid Bank. Loans sold balances were as follows:

·	$39.6 million (representing 341 loans) for the first nine months of 2007.

·	$24.4 million (representing 241 loans) for the first nine months of 2006.

First Mid Bank generally releases the servicing rights on loans sold into the secondary market.

·	Other income increased $349,000 or 17.4% to $2,360,000 from $2,011,000. This increase was primarily due to increased ATM and debit card service fees.

Other Expense

The major categories of other expense include salaries and employee benefits, occupancy and equipment expenses and other operating expenses associated with day-to-day operations. The following table sets forth the major components of other expense for the three and nine months ended September 30, 2007 and 2006 (in thousands):

	Three months ended September 30,							Nine months ended September 30,
	2007		2006		$ Change			2007		2006		$ Change
Salaries and benefits	$	4,134	$	4,036	$	98		$	12,218	$	11,391	$	827
Occupancy and equipment		1,230		1,236		(6	)		3,644		3,570		74
Amortization of intangibles		196		216		(20	)		629		545		84
Stationery and supplies		139		165		(26	)		422		430		(8	)
Legal and professional fees		421		374		47			1,275		1,005		270
Marketing and promotion		353		240		113			622		660		(38	)
Other operating expenses		1,100		1,106		(6	)		3,648		3,346		302
Total other expense	$	7,573	$	7,373	$	200		$	22,458	$	20,947	$	1,511

Following are explanations for the changes in these other expense categories for the three months ended September 30, 2007 compared to the same period in 2006:

Salaries and employee benefits, the largest component of other expense, increased $98,000 or 2.4% to $4,134,000 from $4,036,000. This increase is primarily due to merit increases for continuing employees. There were 349 full-time equivalent employees at September 30, 2007 compared to 342 at September 30, 2006.

·	Occupancy and equipment expense decreased $6,000 or .5% to $1,230,000 from $1,236,000.

·	Expense for amortization of intangible assets decreased $20,000 or 9.3% to $196,000 from $216,000 due to complete amortization of one core deposit intangible in July, offset by the additional core deposit intangible amortization expense resulting from the acquisition of Mansfield.

·	Other operating expenses decreased $6,000 or .5% to $1,100,000 in 2007 from $1,106,000 in 2006.

·	All other categories of operating expenses increased a net of $134,000 or 17.2% to $913,000 from $779,000. The increase was primarily due to increases in marketing and promotion expenses.

Following are explanations for the changes in these other expense categories for the nine months ended September 30, 2007 compared to the same period in 2006:

·	Salaries and employee benefits, the largest component of other expense, increased $827,000 or 7.3% to $12,218,000 from $11,391,000. This increase is due to additional expense as a result of the acquisition of Mansfield and merit increases for continuing employees.

·	Occupancy and equipment expense increased $74,000 or 2.1% to $3,644,000 from $3,570,000 due to an increase in occupancy expenses for Mansfield.

·	Expense for amortization of intangible assets increased $84,000 or 15.4% to $629,000 from $545,000 due to the additional core deposit intangible amortization expense resulting from the acquisition of Mansfield offset by complete amortization of one core deposit intangible in July 2007.

·	Other operating expenses increased $302,000 or 9% to $3,648,000 in 2007 from $3,346,000 in 2006 due to increases in various expenses including ATM and bankcard expenses.

All other categories of operating expenses increased a net of $224,000 or 10.7% to $2,319,000 from $2,095,000. The increase was primarily due to increases in legal and other professional expenses resulting from the new disclosure requirements for the proxy statement for the 2007 annual meeting of stockholders offset by decreases in marketing and promotion expenses.

Income Taxes

Total income tax expense amounted to $3,693,000 (33.1% effective tax rate) for the nine months ended September 30, 2007, compared to $3,691,000 (33.4% effective tax rate) for the same period in 2006.

Analysis of Balance Sheets

Loans

The loan portfolio (net of unearned interest) is the largest category of the Company’s earning assets. The following table summarizes the composition of the loan portfolio, including loans held for sale, as of September 30, 2007 and December 31, 2006 (in thousands):

	September 30,		December 31,
	2007		2006
Real estate – residential	$	137,975	$	141,935
Real estate – agricultural		60,904		58,853
Real estate – commercial		318,003		309,947
Total real estate – mortgage		516,882		510,735
Commercial and agricultural		166,263		161,085
Installment		53,713		47,017
Other		5,192		4,731
Total loans	$	742,050	$	723,568

Overall loans increased $18.5 million, or 2.6%. The increase was primarily a result of increases in commercial real estate, commercial and agricultural operating loans and installment loans. Total real estate mortgage loans have averaged approximately 70% of the Company’s total loan portfolio for the past several years. This is the result of the Company’s focus on commercial real estate lending and long-term commitment to residential real estate lending. The balance of real estate loans held for sale amounted to $1,459,000 and $2,234,000 as of September 30, 2007 and December 31, 2006, respectively.

At September 30, 2007, the Company had loan concentrations in agricultural industries of $109.7 million, or 14.8%, of outstanding loans and $109.7 million, or 15.2%, at December 31, 2006. In addition, the Company had loan concentrations in the following industries as of September 30, 2007 compared to December 31, 2006 (dollars in thousands):

	September 30, 2007					December 31, 2006
	Principal balance		% Outstanding loans			Principal Balance		% Outstanding loans
Lessors of non-residential buildings	$	66,218		8.92	%	$	39,251		5.53	%
Lessors of residential buildings & dwellings		54,436		7.34	%		53,057		7.48	%
Hotels and motels		29,509		3.98	%		28,064		3.96	%
Land subdivision		20,091		2.71	%		23,839		3.36	%

The change in the lessors of non-residential buildings category is due to a change in the classification system used which resulted in several loans being reclassified into this category, as well as increased balances of several loans. The Company had no further loan concentrations in excess of 25% of total risk-based capital.

The following table presents the balance of loans outstanding as of September 30, 2007, by maturities (in thousands):

	Maturity (1)
			Over 1
	One year		through		Over
	or less (2)		5 years		5 years		Total
Real estate – residential	$	62,349	$	60,138	$	15,488	$	137,975
Real estate -- agricultural		15,080		36,759		9,065		60,904
Real estate – commercial		92,139		205,229		20,635		318,003
Total real estate -- mortgage		169,568		302,126		45,188		516,882
Commercial and agricultural		121,616		41,822		2,825		166,263
Installment		25,515		27,946		252		53,713
Other		1,356		2,348		1,488		5,192
Total loans	$	318,055	$	374,242	$	49,753	$	742,050
(1) Based on scheduled principal repayments.
(2) Includes demand loans, past due loans and overdrafts.

As of September 30, 2007, loans with maturities over one year consisted of approximately $360 million in fixed rate loans and $64 million in variable rate loans. The loan maturities noted above are based on the contractual provisions of the individual loans. Rollovers and borrower requests are handled on a case-by-case basis.

Nonperforming Loans

Nonperforming loans are defined as: (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due ninety days or more as to interest or principal payments; and (c) loans not included in (a) and (b) above which are defined as "renegotiated loans". The Company’s policy is to cease accrual of interest on all loans that become ninety days past due as to principal or interest. Nonaccrual loans are returned to accrual status when, in the opinion of management, the financial position of the borrower indicates there is no longer any reasonable doubt as to the timely collection of interest or principal.

The following table presents information concerning the aggregate amount of nonperforming loans at September 30, 2007 and December 31, 2006 (in thousands):

	September 30,		December 31,
	2007		2006
Nonaccrual loans	$	7,105	$	3,639
Renegotiated loans which are performing
in accordance with revised terms		23		29
Total nonperforming loans	$	7,128	$	3,668

The $3,466,000 increase in nonaccrual loans during the nine months ended September 30, 2007 resulted from the net of $5,269,000 of additional loans put on nonaccrual status, $1,626,000 of loans brought current or paid-off, $141,000 of loans transferred to other real estate owned and $36,000 of loans charged-off. The increase in loans put on nonaccrual status was primarily due to the addition of commercial real estate loans to one borrower which totaled $3 million.

Interest income that would have been reported if nonaccrual and renegotiated loans had been performing totaled $95,000 and $0 for the three-month periods ended September 30, 2007 and 2006, respectively and $364,000 and $65,000 for the nine-month periods ended September 30, 2007 and 2006, respectively.

Loan Quality and Allowance for Loan Losses

The allowance for loan losses represents management’s estimate of the reserve necessary to adequately account for probable losses attributable to current loan exposures. The provision for loan losses is the charge against current earnings that is determined by management as the amount needed to maintain an adequate allowance for loan losses. In determining the adequacy of the allowance for loan losses, and therefore the provision to be charged to current earnings, management relies predominantly on a disciplined credit review and approval process that extends to the full range of the Company’s credit exposure. The review process is directed by overall lending policy and is intended to identify, at the earliest possible stage, borrowers who might be facing financial difficulty. Once identified, the magnitude of exposure to individual borrowers is quantified in the form of specific allocations of the allowance for loan losses. Management considers collateral values and guarantees in the determination of such specific allocations. Additional factors considered by management in evaluating the overall adequacy of the allowance include historical net loan losses, the level and composition of nonaccrual, past due and renegotiated loans, trends in volumes and terms of loans, effects of changes in risk selection and underwriting standards or lending practices, lending staff changes, concentrations of credit, industry conditions and the current economic conditions in the region where the Company operates. Management considers the allowance for loan losses a critical accounting policy.

Management recognizes there are risk factors that are inherent in the Company’s loan portfolio. All financial institutions face risk factors in their loan portfolios because risk exposure is a function of the business. The Company’s operations (and therefore its loans) are concentrated in east central Illinois, an area where agriculture is the dominant industry. Accordingly, lending and other business relationships with agriculture-based businesses are critical to the Company’s success. At September 30, 2007, the Company’s loan portfolio included $109.7 million of loans to borrowers whose businesses are directly related to agriculture. The balance did not change from $109.7 million at December 31, 2006. While the Company adheres to sound underwriting practices, including collateralization of loans, any extended period of low commodity prices, significantly reduced yields on crops and/or reduced levels of government assistance to the agricultural industry could result in an increase in the level of problem agriculture loans and potentially result in loan losses within the agricultural portfolio.

In addition, the Company has $29.5 million of loans to motels, hotels and tourist courts. The performance of these loans is dependent on borrower specific issues as well as the general level of business and personal travel within the region. While the Company adheres to sound underwriting standards, a prolonged period of reduced business or personal travel could result in an increase in non-performing loans to this business segment and potentially in loan losses. The Company also has $66.2 million of loans to lessors of non-residential buildings, $54.4 million of loans to lessors of residential buildings and dwellings and $20.1 million of loans to land subdividers. A significant widespread decline in real estate values could result in an increase in non-performing loans to this segment and potentially in loan losses.

Analysis of the allowance for loan losses as of September 30, 2007 and 2006, and of changes in the allowance for the three and nine-month periods ended September 30, 2007 and 2006, is as follows (dollars in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2007			2006			2007			2006
Average loans outstanding, net of unearned income	$	737,994		$	717,966		$	723,696		$	681,362
Allowance-beginning of period		6,158		$	6,223			5,876		$	4,648
Allowance of Mansfield acquired in business combination		-			-			-			1,405
Charge-offs:
Real estate-mortgage		127			25			141			73
Commercial, financial & agricultural		85			332			160			515
Installment		34			71			85			98
Other		72			60			156			135
Total charge-offs		318			488			542			821
Recoveries:
Real estate-mortgage		5			2			8			6
Commercial, financial & agricultural		24			2			47			23
Installment		6			25			27			39
Other		58			41			122			101
Total recoveries		93			70			204			169
Net charge-offs (recoveries)		225			418			338			652
Provision for loan losses		203			171			598			575
Allowance-end of period	$	6,136		$	5,976		$	6,136		$	5,976
Ratio of annualized net charge-offs to average loans		.12	%		.23	%		.06	%		.13	%
Ratio of allowance for loan losses to loans outstanding								.84	%
(less unearned interest at end of period)		.83	%		.82	%		.83	%		.82	%
Ratio of allowance for loan losses to nonperforming loans		86.1	%		164.3	%		86.1	%		164.3	%

The ratio of the allowance for loan losses to non-performing loans is 86.1% as of September 30, 2007 compared to 164.3% as of September 30, 2006. The increase in total non-performing loans is the primary factor in the decline in the ratio. The increase in non-performing loans is primarily due to the addition of commercial real estate loans to one borrower that totaled $3 million. The loans are secured by one commercial building that is partially leased, one commercial buildings under construction, one subdivision development, and four residential properties. Management recognized a charge-off of $100,000 on these loans during the third quarter of 2007. Based upon market real estate comparable information, the Company estimates that the probable remaining collateral shortfall on these loans is not material and management believes that the overall estimate of the allowance for loan losses adequately accounts for probable losses attributable to current exposures.

The Company minimizes credit risk by adhering to sound underwriting and credit review policies. Management and the board of directors of the Company review these policies at least annually. Senior management is actively involved in business development efforts and the maintenance and monitoring of credit underwriting and approval. The loan review system and controls are designed to identify, monitor and address asset quality problems in an accurate and timely manner. On a quarterly basis, the board of directors and management review the status of problem loans and determine a best estimate of the allowance. In addition to internal policies and controls, regulatory authorities periodically review asset quality and the overall adequacy of the allowance for loan losses.

Securities

The Company’s overall investment objectives are to insulate the investment portfolio from undue credit risk, maintain adequate liquidity, insulate capital against changes in market value and control excessive changes in earnings while optimizing investment performance. The types and maturities of securities purchased are primarily based on the Company’s current and projected liquidity and interest rate sensitivity positions.

The following table sets forth the amortized cost of the securities as of September 30, 2007 and December 31, 2006 (dollars in thousands):

	September 30, 2007					December 31, 2006
			Weighted					Weighted
	Amortized		Average			Amortized		Average
	Cost		Yield			Cost		Yield

U.S. Treasury securities and obligations of
U.S. government corporations and agencies	$	120,298		4.82	%	$	140,924		4.81	%
Obligations of states and political subdivisions		17,991		4.14	%		16,637		4.17	%
Mortgage-backed securities		45,792		5.29	%		15,491		4.50	%
Other securities		5,511		6.43	%		7,347		6.56	%
Total securities	$	189,592		4.96	%	$	180,399		4.85	%

At September 30, 2007, the Company’s investment portfolio showed an increase of $9.2 million from December 31, 2006 due to additional purchases of mortgage-backed securities in the second and third quarters of 2007 offset by U.S. Treasury and obligations of U.S. government corporations and agencies securities that matured and were not immediately replaced. The amortized cost, gross unrealized gains and losses and estimated fair values for available-for-sale and held-to-maturity securities by major security type at September 30, 2007 and December 31, 2006 were as follows (in thousands):

			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		(Losses)			Value
September 30, 2007
Available-for-sale:
U.S. Treasury securities and obligations
of U.S. government corporations & agencies	$	120,298	$	552	$	(240	)	$	120,610
Obligations of states and political subdivisions		16,793		92		(106	)		16,779
Mortgage-backed securities		45,792		41		(405	)		45,428
Other securities		5,511		455		-			5,966
Total available-for-sale	$	188,394	$	1,140	$	(751	)	$	188,783
Held-to-maturity:
Obligations of states and political subdivisions	$	1,198	$	13	$	-		$	1,211

December 31, 2006
Available-for-sale:
U.S. Treasury securities and obligations
of U.S. government corporations & agencies	$	140,924	$	545	$	(836	)	$	140,633
Obligations of states and political subdivisions		15,314		161		(19	)		15,456
Mortgage-backed securities		15,491		23		(331	)		15,183
Other securities		7,347		489		-			7,836
Total available-for-sale	$	179,076	$	1,218	$	(1,186	)	$	179,108
Held-to-maturity:
Obligations of states and political subdivisions	$	1,323	$	23	$	-		$	1,346

At September 30, 2007, there were seven obligations of states and political subdivisions with a fair value of $2,031,000 and an unrealized loss of $22,000, four mortgage-backed securities with a fair value of $11,009,000 and an unrealized loss of $263,000, and eight obligations of U.S. government agencies with a fair value of $44,499,000 and an unrealized loss of $240,000, in a continuous unrealized loss position for twelve months or more. At September 30, 2006, there were four obligations of states and political subdivisions with a fair value of $1,065,000 and an unrealized loss of $14,000, six mortgage-backed securities with a fair value of $14,363,000 and an unrealized loss of $404,000, and ten obligations of U.S. government agencies with a fair value of $53,960,000 and an unrealized loss of $958,000, in a continuous unrealized loss position for twelve months or more. This position is due to short-term and intermediate rates increasing since the purchase of these securities resulting in the market value of the security being lower than book value. Management does not believe any individual unrealized loss as of September 30, 2007 or 2006 represents an other than temporary impairment.

The following table indicates the expected maturities of investment securities classified as available-for-sale and held-to-maturity, presented at amortized cost, at September 30, 2007 and the weighted average yield for each range of maturities. Mortgage-backed securities are included based on their weighted average life. All other securities are shown at their contractual maturity (dollars in thousands).

	One year			After 1 through			After 5 through			After ten
	or less			5 years			10 years			years			Total
Available-for-sale:
U.S. Treasury securities and obligations of
U.S. government corporations and agencies	$	35,164		$	51,220		$	32,957		$	957		$	120,298
Obligations of state and
political subdivisions		1,552			4,915			5,189			5,137			16,793
Mortgage-backed securities		1,832			25,707			13,296			4,957			45,792
Other securities		1,189			-			-			4,322			5,111
Total investments	$	39,737		$	81,842		$	51,442		$	15,373		$	188,394

Weighted average yield		4.19	%		4.90	%		5.37	%		5.59	%		4.95	%
Full tax-equivalent yield		4.26	%		5.01	%		5.56	%		6.05	%		5.11	%

Held-to-maturity:
Obligations of state and
political subdivisions	$	155		$	426		$	293		$	324		$	1,198

Weighted average yield		5.45	%		5.50	%		5.38	%		5.47	%		5.45	%
Full tax-equivalent yield		8.00	%		7.96	%		7.90	%		8.04	%		7.98	%

The weighted average yields are calculated on the basis of the amortized cost and effective yields weighted for the scheduled maturity of each security. Tax-equivalent yields have been calculated using a 34% tax rate. With the exception of obligations of the U.S. Treasury and other U.S. government agencies and corporations, there were no investment securities of any single issuer, the book value of which exceeded 10% of stockholders' equity at September 30, 2007.

Investment securities carried at approximately $159,340,000 and $158,547,000 at September 30, 2007 and December 31, 2006, respectively, were pledged to secure public deposits and repurchase agreements and for other purposes as permitted or required by law.

Deposits

Funding of the Company’s earning assets is substantially provided by a combination of consumer, commercial and public fund deposits. The Company continues to focus its strategies and emphasis on retail core deposits, the major component of funding sources. The following table sets forth the average deposits and weighted average rates for the nine months ended September 30, 2007 and for the year ended December 31, 2006 (dollars in thousands):

	September 30, 2007					December 31, 2006
			Weighted					Weighted
	Average		Average			Average		Average
	Balance		Rate			Balance		Rate
Demand deposits:
Non-interest-bearing	$	113,335		-		$	105,744		-
Interest-bearing		265,489		2.30	%		246,035		2.16	%
Savings		61,447		.57	%		62,279		.52	%
Time deposits		329,235		4.54	%		323,283		4.00	%
Total average deposits	$	769,506		2.78	%	$	737,341		2.52	%

The following table sets forth the high and low month-end balances for the nine months ended September 30, 2007 and for the year ended December 31, 2006 (in thousands):

	September 30,		December 31,
	2007		2006
High month-end balances of total deposits	$	778,635	$	799,002
Low month-end balances of total deposits		756,222		651,392

The following table sets forth the maturity of time deposits of $100,000 or more at September 30, 2007 and December 31, 2006 (in thousands):

	September 30,		December 31,
	2007		2006
3 months or less	$	31,576	$	38,468
Over 3 through 6 months		10,496		20,004
Over 6 through 12 months		46,501		45,532
Over 12 months		8,233		11,896
Total	$	96,806	$	115,900

During the first nine months of 2007, the balance of time deposits of $100,000 or more decreased by approximately $19.1 million. The decrease in balances was primarily attributable to brokered CD balances that matured and were not immediately replaced.

Balances of time deposits of $100,000 or more include brokered CDs, time deposits maintained for public fund entities, and consumer time deposits. There were no brokered CDs as of September 30, 2007. The balance of brokered CDs was $22.4 million as of December 31, 2006. The Company also maintained time deposits for the State of Illinois with balances of $3.0 million as of September 30, 2007 and December 31, 2006. The State of Illinois deposits are subject to bid annually and could increase or decrease in any given year.

Repurchase Agreements and Other Borrowings

Securities sold under agreements to repurchase are short-term obligations of First Mid Bank. First Mid Bank collateralizes these obligations with certain government securities that are direct obligations of the United States or one of its agencies. First Mid Bank offers these retail repurchase agreements as a cash management service to its corporate customers. Other borrowings consist of Federal Home Loan Bank (“FHLB”) advances, federal funds purchased and loans (short-term or long-term debt) that the Company has outstanding and junior subordinated debentures.

Information relating to securities sold under agreements to repurchase and other borrowings as of September 30, 2007 and December 31, 2006 is presented below (dollars in thousands):

	September 30,			December 31,
	2007			2006
Federal funds purchased	$	-		$	6,800
Securities sold under agreements to repurchase		58,892			66,693
Federal Home Loan Bank advances:
Fixed term – due in one year or less		15,000			7,000
Fixed term – due after one year		33,000			13,000
Debt:
Loans due after one year		16,000			11,000
Junior subordinated debentures		20,620			20,620
Total	$	143,512		$	125,113
Average interest rate at end of period		4.48	%		5.28	%

Maximum outstanding at any month-end
Federal funds purchased	$	14,100		$	6,800
Securities sold under agreements to repurchase		58,983			71,516
Federal Home Loan Bank advances:
Overnight		7,000			19,500
Fixed term – due in one year or less		20,000			7,000
Fixed term – due after one year		33,000			30,000
Debt:
Loans due in one year or less		-			4,500
Loans due after one year		16,500			15,000
Junior subordinated debentures		20,620			20,620

Averages for the period (YTD)
Federal funds purchased	$	3,714		$	3,432
Securities sold under agreements to repurchase		52,383			55,389
Federal Home Loan Bank advances:
Overnight		77			6,622
Fixed term – due in one year or less		9,354			6,000
Fixed term – due after one year		23,716			21,441
Debt:
Loans due in one year or less		-			995
Loans due after one year		14,361			9,616
Junior subordinated debentures		20,620			17,367
Total	$	124,225		$	120,862
Average interest rate during the period		5.43	%		5.07	%

Securities sold under agreements to repurchase had seasonal declines of $7.8 million during the first nine months of 2007. FHLB advances increased $28 million during the nine-month period ended September 30, 2007, and were primarily used to offset the decline in federal funds purchased and repurchase agreement balances.

FHLB advances represent borrowings by First Mid Bank to economically fund loan demand. At September 30, 2007 the fixed term advances consisted of $48 million as follows:

·	$10 million advance at 4.98% with a 1-month maturity, paid off on October 5, 2007

·	$5 million advance at 5.03% with a 1-year maturity, due September 8, 2008

·	$5 million advance at 4.82% with a 2-year maturity, due September 8, 2009

·	$5 million advance at 4.58% with a 5-year maturity, due March 22, 2010

·	$2.5 million advance at 5.46% with a 3-year maturity, due June 12, 2010

·	$2.5 million advance at 5.12% with a 3-year maturity, due June 12, 2010, one year lockout, callable quarterly beginning June, 2008

·	$3 million advance at 5.98% with a 10-year maturity, due March 1, 2011

·	$5 million advance at 4.82% with a 5-year maturity, due January 19, 2012, two year lockout, callable quarterly beginning January, 2009

·	$5 million advance at 4.69% with a 5-year maturity, due February 23, 2012, two year lockout, callable quarterly beginning February, 2009

·	$5 million advance at 4.58% with a 10-year maturity, due July 14, 2016, one year lockout, callable quarterly beginning July, 2007

At September 30, 2007, outstanding debt balances include $16,000,000 on a revolving credit agreement with The Northern Trust Company. This loan was renegotiated on April 24, 2006 in conjunction with obtaining financing for the acquisition of Mansfield. The revolving credit agreement has a maximum available balance of $22.5 million with a term of three years from the date of closing. The interest rate (6.18% as of September 30, 2007) is floating at 1.25% over the federal funds rate when the ratio of senior debt to Tier 1 capital is equal to or below 35% as of the end of the previous quarter and 1.50% over the federal funds rate when the ratio of senior debt to Tier 1 capital is above 35%. Currently senior debt to Tier 1 capital is below 35%. The loan is secured by the common stock of First Mid Bank and subject to a borrowing agreement containing requirements for the Company and First Mid Bank similar to those of the prior agreement including requirements for operating and capital ratios. The Company and its subsidiary bank were in compliance with the existing covenants at September 30, 2007 and 2006 and December 31, 2006.

On February 27, 2004, the Company completed the issuance and sale of $10 million of floating rate trust preferred securities through First Mid-Illinois Statutory Trust I (“Trust I”), a statutory business trust and wholly-owned unconsolidated subsidiary of the Company, as part of a pooled offering. The Company established Trust I for the purpose of issuing the trust preferred securities. The $10 million in proceeds from the trust preferred issuance and an additional $310,000 for the Company’s investment in common equity of Trust I, a total of $10,310 000, was invested in junior subordinated debentures of the Company. The underlying junior subordinated debentures issued by the Company to Trust I mature in 2034, bear interest at nine-month London Interbank Offered Rate (“LIBOR”) plus 280 basis points (8.16% and 8.17% at September 30, 2007 and December 31, 2006, respectively), reset quarterly, and are callable, at the option of the Company, at par on or after April 7, 2009. The Company used the proceeds of the offering for general corporate purposes.

On April 26, 2006, the Company completed the issuance and sale of $10 million of fixed/floating rate trust preferred securities through First Mid-Illinois Statutory Trust II (“Trust II”), a statutory business trust and wholly-owned unconsolidated subsidiary of the Company, as part of a pooled offering. The Company established Trust II for the purpose of issuing the trust preferred securities. The $10 million in proceeds from the trust preferred issuance and an additional $310,000 for the Company’s investment in common equity of Trust II, a total of $10,310 000, was invested in junior subordinated debentures of the Company. The underlying junior subordinated debentures issued by the Company to Trust II mature in 2036, bear interest at a fixed rate of 6.98% (three-month LIBOR plus 160 basis points) paid quarterly and converts to floating rate (LIBOR plus 160 basis points) after June 15, 2011. The net proceeds to the Company were used for general corporate purposes, including the Company’s acquisition of Mansfield.

The trust preferred securities issued by Trust I and Trust II are included as Tier 1 capital of the Company for regulatory capital purposes. On March 1, 2005, the Federal Reserve Board adopted a final rule that allows the continued limited inclusion of trust preferred securities in the calculation of Tier 1 capital for regulatory purposes. The final rule provides a five-year transition period, ending September 30, 2009, for application of the quantitative limits. The Company does not expect the application of the quantitative limits to have a significant impact on its calculation of Tier 1 capital for regulatory purposes or its classification as well-capitalized.

Interest Rate Sensitivity

The Company seeks to maximize its net interest margin while maintaining an acceptable level of interest rate risk. Interest rate risk can be defined as the amount of forecasted net interest income that may be gained or lost due to changes in the interest rate environment, a variable over which management has no control. Interest rate risk, or sensitivity, arises when the maturity or repricing characteristics of interest-bearing assets differ significantly from the maturity or repricing characteristics of interest-bearing liabilities.

The Company monitors its interest rate sensitivity position to maintain a balance between rate sensitive assets and rate sensitive liabilities. This balance serves to limit the adverse effects of changes in interest rates. The Company’s asset liability management committee (ALCO) oversees the interest rate sensitivity position and directs the overall allocation of funds.

In the banking industry, a traditional way to measure potential net interest income exposure to changes in interest rates is through a technique known as “static GAP” analysis which measures the cumulative differences between the amounts of assets and liabilities maturing or repricing at various intervals. By comparing the volumes of interest-bearing assets and liabilities that have contractual maturities and repricing points at various times in the future, management can gain insight into the amount of interest rate risk embedded in the balance sheet.

The following table sets forth the Company’s interest rate repricing GAP for selected maturity periods at September 30, 2007 (dollars in thousands):

	Rate Sensitive Within																				Fair
	1 year			1-2 years			2-3 years			3-4 years			4-5 years			Thereafter			Total		Value
Interest-earning assets:
Federal funds sold and other interest-bearing deposits	$	12,973		$	-		$	-		$	-		$	-		$	-		$	12,973	$	12,973
Taxable investment securities		40,287			16,323			16,966			5,504			5,478			92,603			177,161		177,161
Nontaxable investment securities		1,708			1,435			1,732			1,717			463			10,923			17,978		17,990
Loans		353,103			148,148			109,930			61,778			44,173			24,918			742,050		736,399
Total	$	408,071		$	165,906		$	128,628		$	68,999		$	50,114		$	128,444		$	950,162	$	944,523
Interest-bearing liabilities:
Savings and N.O.W. accounts	$	63,322		$	9,725			10,148		$	14,794		$	15,293		$	91,603		$	204,885	$	204,885
Money market accounts		129,709			1,103			1,133			1,470			1,501			7,933			142,849		142,849
Other time deposits		292,741			14,713			10,535			4,954			5,398			67			328,408		331,217
Short-term borrowings/debt		73,892			-			-			-			-			-			73,892		73,954
Long-term borrowings/debt		-			5,000			26,000			3,000			30,620			5,000			69,620		70,398
Total	$	559,664		$	30,541		$	47,816		$	24,218		$	52,812		$	104,603		$	819,654	$	823,303
Rate sensitive assets – rate sensitive liabilities	$	(151,593	)	$	135,365		$	80,812		$	44,781		$	(2,698	)	$	23,841		$	130,508
Cumulative GAP	$	(151,593	)	$	(16,228	)	$	64,584		$	109,365		$	106,667		$	130,508

Cumulative amounts as % of total rate sensitive assets		-16.0	%		14.2	%		8.5	%		4.7	%		-0.3	%		2.5	%
Cumulative Ratio		-16.0	%		-1.7	%		6.8	%		11.5	%		11.2	%		13.7	%

The static GAP analysis shows that at September 30, 2007, the Company was liability sensitive, on a cumulative basis, through the twelve-month time horizon. This indicates that future increases in interest rates, if any, could have an adverse effect on net interest income. Conversely, future decreases in interest rates could have a positive effect on net interest income.

There are several ways the Company measures and manages the exposure to interest rate sensitivity, including static GAP analysis. The Company’s ALCO also uses other financial models to project interest income under various rate scenarios and prepayment/extension assumptions consistent with First Mid Bank’s historical experience and with known industry trends. ALCO meets at least monthly to review the Company’s exposure to interest rate changes as indicated by the various techniques and to make necessary changes in the composition terms and/or rates of the assets and liabilities. Based on all information available, management does not believe that changes in interest rates, which might reasonably be expected to occur in the next twelve months, will have a material adverse effect on the Company’s net interest income.

Capital Resources

At September 30, 2007, the Company’s stockholders' equity had increased $3,296,000, or 4.4%, to $79,082,000 from $75,786,000 as of December 31, 2006. During the first nine months of 2007, net income contributed $7,470,000 to equity before the payment of dividends to common stockholders. The change in market value of available-for-sale investment securities increased stockholders' equity by $218,000, net of tax. Additional purchases of treasury stock (192,852 shares at an average cost of $27.48 per share) decreased stockholders’ equity by approximately $5,299,000.

The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Bank holding companies follow minimum regulatory requirements established by the Board of Governors of the Federal Reserve System (“Federal Reserve System”), and First Mid Bank follows similar minimum regulatory requirements established for national banks by the Office of the Comptroller of the Currency (“OCC”). Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements.

Quantitative measures established by each regulatory agency to ensure capital adequacy require the reporting institutions to maintain a minimum total risk-based capital ratio of 8%, a minimum Tier 1 risk-based capital ratio of 4% and a minimum leverage ratio of 3% for the most highly rated banks that do not expect significant growth. All other institutions are required to maintain a minimum leverage ratio of 4%. Management believes that, as of September 30, 2007 and December 31, 2006, the Company and First Mid Bank met all capital adequacy requirements.

As of September 30, 2007, both the Company and First Mid Bank had capital ratios above the required minimums for regulatory capital adequacy and that qualified them for treatment as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, total risk-based, Tier 1 risk-based and Tier 1 leverage ratios must be maintained as set forth in the following table (dollars in thousands).

						Required Minimum			To Be Well-Capitalized
						For Capital			Under Prompt Corrective
	Actual					Adequacy Purposes			Action Provisions
	Amount		Ratio			Amount		Ratio	Amount		Ratio
September 30, 2007
Total Capital (to risk-weighted assets)
Company	$	83,051		11.09	%	$	59,894	> 8.00%	N/A		N/A
First Mid Bank		91,745		12.37	%		59,344	> 8.00%	$	74,180	>10.00%

Tier 1 Capital (to risk-weighted assets)
Company		76,915		10.27	%		29,947	> 4.00%	N/A		N/A
First Mid Bank		85,609		11.54	%		29,672	> 4.00%		44,508	> 6.00%

Tier 1 Capital (to average assets)
Company		76,915		7.93	%		38,804	> 4.00%	N/A		N/A
First Mid Bank		85,609		8.88	%		38,559	> 4.00%		48,199	> 5.00%

December 31, 2006
Total Capital (to risk-weighted assets)
Company	$	79,132		10.91	%	$	58,019	> 8.00%	N/A		N/A
First Mid Bank		85,008		11.83			57,492	> 8.00%	$	71,866	>10.00%

Tier 1 Capital (to risk-weighted assets)
Company		73,256		10.10			29,009	> 4.00%	N/A		N/A
First Mid Bank		79,132		11.01			28,746	> 4.00%		43,119	> 6.00%

Tier 1 Capital (to average assets)
Company		73,256		7.56			38,754	> 4.00%	N/A		N/A
First Mid Bank		79,132		8.21			38,549	> 4.00%		48,187	> 5.00%

These ratios allow the Company to operate without capital adequacy concerns.

Stock Plans

Participants may purchase Company stock under the following four plans of the Company: the Deferred Compensation Plan, the First Retirement and Savings Plan, the Dividend Reinvestment Plan, and the SI Plan. For more detailed information on these plans, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

At the Annual Meeting of Stockholders held May 23, 2007, the stockholders approved the SI Plan. The SI Plan was implemented to succeed the Company’s 1997 Stock Incentive Plan, which has a ten-year term that expires October 21, 2007. The SI Plan is intended to provide a means whereby directors, employees, consultants and advisors of the Company and its Subsidiaries may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company and its Subsidiaries, thereby advancing the interests of the Company and its stockholders. Accordingly, directors and selected employees, consultants and advisors may be provided the opportunity to acquire shares of Common Stock of the Company on the terms and conditions established herein. A maximum of 300,000 shares may be issued under the SI Plan. As of September 30, 2007, no shares have been awarded.

Stock Split

Stock Repurchase Program

Since August 5, 1998, the Board of Directors has approved repurchase programs pursuant to which the Company may repurchase a total of approximately $44.2 million of the Company’s common stock. The repurchase programs approved by the Board of Directors are as follows:

·	On August 5, 1998, repurchases of up to 3%, or $2 million, of the Company’s common stock.

·	In March 2000, repurchases up to an additional 5%, or $4.2 million of the Company’s common stock.

·	In September 2001, repurchases of $3 million of additional shares of the Company’s common stock.

·	In August 2002, repurchases of $5 million of additional shares of the Company’s common stock.

·	In September 2003, repurchases of $10 million of additional shares of the Company’s common stock.

·	On April 27, 2004, repurchases of $5 million of additional shares of the Company’s common stock.

·	On August 23, 2005, repurchases of $5 million of additional shares of the Company’s common stock.

·	On August 22, 2006, repurchases of $5 million of additional shares of the Company’s common stock.

·	On February 27, 2007, repurchases of $5 million of additional shares of the Company’s common stock.

During the nine-month period ending September 30, 2007, the Company repurchased 192,852 shares at a total cost of approximately $5,299,000. Since 1998, the Company has repurchased a total of 2,307,370 shares at a total price of approximately $42,202,000. As of September 30, 2007, the Company was authorized per all repurchase programs to purchase $2,005,000 in additional shares.

Treasury Stock

The $15,820,000 decrease in treasury stock during the nine months ended September 30, 2007 resulted from the net of $5,299,000 purchases of additional treasury shares, $98,000 of changes in book value of deferred compensation shares, and $21,021,000 cost of treasury shares retired.

Liquidity

Liquidity represents the ability of the Company and its subsidiaries to meet all present and future financial obligations arising in the daily operations of the business. Financial obligations consist of the need for funds to meet extensions of credit, deposit withdrawals and debt servicing. The Company’s liquidity management focuses on the ability to obtain funds economically through assets that may be converted into cash at minimal costs or through other sources. The Company’s other sources of cash include overnight federal fund lines, Federal Home Loan Bank advances, deposits of the State of Illinois, the ability to borrow at the Federal Reserve Bank of Chicago, and the Company’s operating line of credit with The Northern Trust Company. Details for the sources include:

First Mid Bank has $25 million available in overnight federal fund lines, including $10 million from Harris Trust and Savings Bank of Chicago and $15 million from The Northern Trust Company. Availability of the funds is subject to First Mid Bank meeting minimum regulatory capital requirements for total capital to risk-weighted assets and Tier 1 capital to total average assets. As of September 30, 2007, First Mid Bank met these regulatory requirements.

First Mid Bank can also borrow from the Federal Home Loan Bank as a source of liquidity. Availability of the funds is subject to the pledging of collateral to the Federal Home Loan Bank. Collateral that can be pledged includes one-to-four family residential real estate loans and securities. At September 30, 2007, the excess collateral at the FHLB would support approximately $78.4 million of additional advances.

·	First Mid Bank also receives deposits from the State of Illinois. The receipt of these funds is subject to competitive bid and requires collateral to be pledged at the time of placement.

·	First Mid Bank is also a member of the Federal Reserve System and can borrow funds provided that sufficient collateral is pledged.

·	In addition, as of September 30, 2007, the Company had a revolving credit agreement in the amount of $22.5 million with The Northern Trust Company with an outstanding balance of $16 million and $6.5 million in available funds.

Management monitors its expected liquidity requirements carefully, focusing primarily on cash flows from:

·	lending activities, including loan commitments, letters of credit and mortgage prepayment assumptions;

·	deposit activities, including seasonal demand of private and public funds;

·	investing activities, including prepayments of mortgage-backed securities and call provisions on U.S. Treasury and government agency securities; and

·	operating activities, including scheduled debt repayments and dividends to stockholders.

The following table summarizes significant contractual obligations and other commitments at September 30, 2007 (in thousands):

			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Time deposits	$	328,408	$	292,581	$	25,408	$	10,352	$	67
Debt		36,620		-		16,000		-		20,620
Other borrowings		106,892		81,392		22,500		3,000		-
Operating leases		3,392		472		836		759		1,325
Supplemental retirement		820		50		100		100		570
	$	476,132	$	374,495	$	64,844	$	14,211	$	22,582

For the nine-month period ended September 30, 2007, net cash of $8.6 million and $32.6 million was provided from operating activities and financing activities, respectively, while investing activities used net cash of $27.7 million. In total, cash and cash equivalents increased by $13.5 million since year-end 2006.

Off-Balance Sheet Arrangements

First Mid Bank enters into financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include lines of credit, letters of credit and other commitments to extend credit. Each of these instruments involves, to varying degrees, elements of credit, interest rate and liquidity risk in excess of the amounts recognized in the consolidated balance sheets. The Company uses the same credit policies and requires similar collateral in approving lines of credit and commitments and issuing letters of credit as it does in making loans. The exposure to credit losses on financial instruments is represented by the contractual amount of these instruments. However, the Company does not anticipate any losses from these instruments.

The off-balance sheet financial instruments whose contract amounts represent credit risk at September 30, 2007 and December 31, 2006 were as follows (in thousands):

	September 30,		December 31,
	2007		2006
Unused commitments and lines of credit:
Commercial real estate	$	46,172	$	32,197
Commercial operating		55,586		50,453
Home equity		18,248		17,021
Other		26,976		26,971
Total	$	146,982	$	126,642

Standby letters of credit	$	7,236	$	5,244

Commitments to originate credit represent approved commercial, residential real estate and home equity loans that generally are expected to be funded within ninety days. Lines of credit are agreements by which the Company agrees to provide a borrowing accommodation up to a stated amount as long as there is no violation of any condition established in the loan agreement. Both commitments to originate credit and lines of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the lines and some commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements. The increase in commercial real estate unused commitments and lines of credit are primarily due to seasonal increases in construction loan commitments and lines of credit.

Standby letters of credit are conditional commitments issued by the Company to guarantee the financial performance of customers to third parties. Standby letters of credit are primarily issued to facilitate trade or support borrowing arrangements and generally expire in one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending credit facilities to customers. The maximum amount of credit that would be extended under letters of credit is equal to the total off-balance sheet contract amount of such instrument.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the market risk faced by the Company since December 31, 2006. For information regarding the Company’s market risk, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

ITEM 4. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective in bringing to their attention on a timely basis material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic filings under the Exchange Act. Further, there have been no changes in the Company’s internal control over financial reporting during the last fiscal quarter that have materially affected or that are reasonably likely to affect materially the Company’s internal control over financial reporting.

PART II

ITEM 1.

LEGAL PROCEEDINGS

Since First Mid Bank acts as a depository of funds, it is named from time to time as a defendant in lawsuits (such as garnishment proceedings) involving claims as to the ownership of funds in particular accounts. Management believes that all such litigation as well as other pending legal proceedings in which the Company is involved constitute ordinary, routine litigation incidental to the business of the Company and that such litigation will not materially adversely affect the Company's consolidated financial condition.

ITEM 1A. RISK FACTORS

Various risks and uncertainties, some of which are difficult to predict and beyond the Company’s control, could negatively impact the Company. As a financial institution, the Company is exposed to interest rate risk, liquidity risk, credit risk, operational risk, risks from economic or market conditions, and general business risks among others. Adverse experience with these or other risks could have a material impact on the Company’s financial condition and results of operations, as well as the value of its common stock. There has been no material change to the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES
Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
July 1, 2007--July 30, 2007		986	$	26.91		986	$	3,794,000
August 1, 2007--August 31, 2007		58,868	$	27.00		58,868	$	2,204,000
September 1, 2007–September 30, 2007		7,393	$	26.95		7,393	$	2,005,000
Total		67,247	$	26.99		67,247	$	2,005,000

See heading “Stock Repurchase Program” for more information regarding stock purchases.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

The exhibits required by Item 601 of Regulation S-K and filed herewith are listed in the Exhibit Index that follows the Signature Page and that immediately precedes the exhibits filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST MID-ILLINOIS BANCSHARES, INC.

(Registrant)

Date: November 7, 2007

/s/ William S. Rowland

William S. Rowland

President and Chief Executive Officer

/s/ Michael L. Taylor

Michael L. Taylor

Chief Financial Officer

Exhibit Index to Quarterly Report on Form 10-Q

Exhibit
Number	Description and Filing or Incorporation Reference
4.1	The Registrant agrees to furnish to the Commission, upon request, a copy of each instrument with respect to issues of long-term debt involving a total amount which does not exceed 10% of the total assets of the Registrant and its subsidiaries on a consolidated basis

11.1	Statement re: Computation of Earnings Per Share (Filed herewith on page 8)

31.1	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002