<PAGE>   1


                                    FORM 10-Q

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

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
For the quarterly period ended March 31, 2001

                                       Or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                        Commission File Number: 000-30973


                               MBT FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)


          Michigan                                    38-3516922
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


                               102 E. Front Street
                             Monroe, Michigan 48161
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (734) 241-3431
              (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 preceeding 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  [ ]


As of March 31, 2001, 20,000,000 shares of the Corporation's Common Stock, No
Par Value, were outstanding.



<PAGE>   2


                          PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                               MBT FINANCIAL CORP.
                      CONSOLIDATED STATEMENTS OF CONDITION
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         March 31,         December 31,
                                                                           2001               2000
                                                                           ----               ----
<S>                                                                  <C>                 <C>
ASSETS

Cash and due from banks                                              $     45,587,714    $    39,540,039
Federal funds sold                                                          4,200,000         30,000,000
Investment securities-
    Held to maturity-
       Obligations of U.S. Government agencies (Market value of
            $120,006,776 and $143,619,761, respectively)                  120,133,003        145,789,314
       Obligations of states and political subdivisions (Market
            value of $134,774,583 and $134,663,547, respectively)         131,016,559        132,006,403
       Other securities (Market value of $40,427,985 and
           $56,164,298, respectively)                                      40,369,997         56,188,317
    Available for sale-
       Obligations of U.S. Government agencies                             80,981,568         13,190,799
       Other securities                                                   110,511,584        105,230,516
Loans                                                                     856,680,386        812,122,817
Allowance for loan losses                                                 (12,998,716)       (10,600,000)
Bank premises and equipment                                                13,562,790         13,689,558
Other real estate owned                                                     2,576,890          2,672,624
Interest receivable and other assets                                       37,265,319         39,555,791
                                                                     ----------------    ---------------
       Total assets                                                  $  1,429,887,094    $ 1,379,386,178
                                                                     ================    ===============

LIABILITIES

Non-interest bearing demand deposits                                 $    116,224,516    $   132,388,525
Interest bearing demand deposits                                           65,057,504         64,747,991
Savings deposits                                                          337,514,997        329,331,534
Other time deposits                                                       521,194,599        468,128,395
                                                                     ----------------    ---------------
       Total deposits                                                   1,039,991,616        994,596,445

Federal Home Loan Bank advances                                           225,000,000        225,000,000
Interest payable and other liabilities                                      9,284,704          8,834,770
                                                                     ----------------    ---------------
       Total liabilities                                                1,274,276,320      1,228,431,215
                                                                     ----------------    ---------------

STOCKHOLDERS' EQUITY

Common stock (no par value; 30,000,000 shares
   authorized, 20,000,000 shares outstanding)                                      --                 --
Surplus                                                                    62,500,000         62,500,000
Undivided profits                                                          93,077,543         92,084,279
Net unrealized gains (losses) on securities
    available for sale                                                         33,231         (3,629,316)
                                                                     ----------------    ---------------
       Total stockholders' equity                                         155,610,774        150,954,963
                                                                     ----------------    ---------------
       Total liabilities and stockholders' equity                    $  1,429,887,094    $ 1,379,386,178
                                                                     ================    ===============
</TABLE>



The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                      -2-


<PAGE>   3

                              MBT FINANCIAL CORP.
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                          Three Months Ended March 31,
                                                            2001             2000
                                                            ----             ----
<S>                                                  <C>               <C>
INTEREST INCOME
Interest and fees on loans                           $    18,767,377   $   16,144,893
Interest on investment securities-
        Obligations of U.S. Government agencies            2,890,608        3,326,566
        Obligations of states and
              political subdivisions                       1,746,835        1,995,773
        Other securities                                   2,688,646        2,184,337
Interest on Federal funds sold                               163,719           55,320
                                                     ---------------    -------------
                       Total interest income              26,257,185       23,706,889
                                                     ---------------    -------------

INTEREST EXPENSE
Interest on deposits                                      10,592,224        9,252,898
Interest on borrowed funds                                 3,188,067        2,000,656
                                                     ---------------    -------------
                       Total interest expense             13,780,291       11,253,554
                                                     ---------------    -------------

NET INTEREST INCOME                                       12,476,894       12,453,335

PROVISION FOR LOAN LOSSES                                  4,400,000        1,500,000
                                                     ---------------    -------------

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES                                            8,076,894       10,953,335
                                                     ---------------    -------------

OTHER INCOME
Income from trust services                                   999,900          840,000
Service charges on deposit accounts                          664,058          523,288
Security losses                                                   --           (4,226)
Other                                                        792,828          592,571
                                                     ---------------    -------------
                       Total other income                  2,456,786        1,951,633
                                                     ---------------    -------------

OTHER EXPENSES
Salaries and employee benefits                             3,266,844        3,019,214
Occupancy expense                                            613,485          547,214
Other                                                      2,268,856        2,168,465
                                                     ---------------    -------------
                       Total other expenses                6,149,185        5,734,893
                                                     ---------------    -------------

INCOME BEFORE PROVISION FOR
INCOME TAXES                                               4,384,495        7,170,075

PROVISION FOR INCOME TAXES                                 1,191,231        1,917,423
                                                     ---------------    -------------

NET INCOME                                            $    3,193,264    $   5,252,652
                                                     ===============    =============

COMPREHENSIVE INCOME                                  $    6,855,810    $   4,391,501
                                                     ===============    =============

BASIC EARNINGS PER SHARE* (after deducting
    preferred stock dividends)                        $         0.16    $        0.26
                                                     ===============    =============

DILUTED EARNINGS PER SHARE                            $         0.16    $        0.26
                                                     ===============    =============

COMMON DIVIDENDS DECLARED PER SHARE*                  $         0.11    $       0.075
                                                     ===============    =============
</TABLE>


*Based upon 20,000,000 common shares outstanding.

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                      -3-

<PAGE>   4


                               MBT FINANCIAL CORP.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                     Other               Total
                                         Preferred     Common                       Undivided     Comprehensive      Stockholders'
                                           Stock       Stock         Surplus         Profits      Income (Loss)          Equity
                                        -----------   ---------     ------------ -------------   --------------    -----------------
<S>                                     <C>           <C>           <C>          <C>             <C>               <C>
BALANCE
JANUARY 1, 2000                         $ 200,000     $       0     $ 62,500,000 $  78,315,956   $ (1,368,464)     $  139,647,492

ADD (DEDUCT)
Net income for the year                                                             21,173,523                         21,173,523
Dividends declared-
     Preferred ($2.60 per share)                                                        (5,200)                            (5,200)
     Common ($.37 per share*)                                                       (7,400,000)                        (7,400,000)
Redemption of preferred stock            (200,000)                                                                       (200,000)
Net unrealized losses on securities
      available for sale, net of tax                                                               (2,260,852)         (2,260,852)
                                        -----------   ---------     ------------ -------------   --------------    -----------------

BALANCE
DECEMBER 31, 2000                       $       0     $       0     $ 62,500,000 $  92,084,279   $ (3,629,316)     $  150,954,963

ADD (DEDUCT)
Net income for the three months                                                      3,193,264                          3,193,264
Dividends declared-
     Common ($.11 per share*)                                                       (2,200,000)                        (2,200,000)
Net unrealized gains on securities
      available for sale, net of tax                                                                3,662,547           3,662,547
                                        -----------   ---------     ------------ -------------   --------------    -----------------

BALANCE
MARCH 31, 2001                          $       0     $       0     $ 62,500,000 $  93,077,543   $     33,231      $  155,610,774
                                        ===========   =========     ============ =============   ==============    =================
</TABLE>


*Based upon 20,000,000 common shares outstanding.


The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                      -4-



<PAGE>   5

                              MBT FINANCIAL CORP.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                                                                                 Three Months Ended March 31
                                                                                     2001           2000
                                                                                     ----           -----
<S>                                                                             <C>              <C>
CASH FLOWS PROVIDED BY (USED FOR)
OPERATING ACTIVITIES:
Interest and fees received                                                      $  26,573,583   $   24,113,905
Other income received                                                               2,456,786        1,955,859
Miscellaneous receipts (payments)                                                     913,179       (3,512,991)
Interest paid                                                                     (13,689,072)     (11,349,815)
Cash paid to employees and others                                                  (6,811,355)      (5,687,947)
Income taxes paid                                                                    (610,000)              --
                                                                                -------------   --------------
          Net cash provided by operating activities                             $   8,833,121   $    5,519,011
                                                                                -------------   --------------

CASH FLOWS PROVIDED BY (USED FOR)
INVESTING ACTIVITIES:
Proceeds from maturities of investment securities held to maturity              $ 220,563,259   $   36,295,039
Proceeds from maturities of investment securities available for sale                       --       12,500,000
Net increase in loans                                                             (47,040,564)     (37,865,726)
Proceeds from sales of other real estate owned                                        573,380          400,759
Proceeds from sales of other assets                                                    28,475               --
Purchase of investment securities held to maturity                               (178,107,922)     (32,630,365)
Purchase of investment securities available for sale                              (67,417,132)     (21,415,260)
Purchase of bank premises and equipment                                              (380,113)      (1,806,805)
                                                                                -------------   --------------
          Net cash used for investing activities                                $ (71,780,617)  $  (44,522,358)
                                                                                -------------   --------------

CASH FLOWS PROVIDED BY (USED FOR)
FINANCING ACTIVITIES:
Net decrease in demand, interest bearing demand, and savings deposits           $  (7,671,033)  $  (18,614,453)
Net increase in other time deposits                                                53,066,204       17,087,798
Net increase in Federal funds purchased                                                    --       22,100,000
Net increase in Federal Home Loan Bank advances                                            --       25,000,000
Redemption of preferred stock                                                              --         (200,000)
Dividends paid                                                                     (2,200,000)      (3,005,200)
                                                                                -------------   --------------
          Net cash provided by financing activities                             $  43,195,171   $   42,368,145
                                                                                -------------   --------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                            $ (19,752,325)  $    3,364,798

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                     69,540,039       37,829,665
                                                                                -------------   --------------

CASH AND CASH EQUIVALENTS AT END OF THREE MONTHS                                $  49,787,714   $   41,194,463
                                                                                =============   ==============
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY (USED FOR) OPERATING ACTIVITIES:
Net income                                                                      $   3,193,264   $    5,252,652
Adjustments to reconcile net income to
   net cash provided by operating activities:
       Depreciation                                                                   506,881          490,440
       Provision for loan losses                                                    4,400,000        1,500,000
       (Increase) decrease in net deferred Federal income tax asset                 1,179,271         (465,773)
       Amortization of investment premium and discount                                (10,880)         317,051
       Net increase (decrease) in interest payable and other liabilities              449,934       (1,437,105)
       Net (increase) decrease in interest receivable and other assets              1,111,201       (2,213,861)
       Net increase (decrease) in deferred loan fees                                  (20,361)          98,683
       Other                                                                       (1,976,189)       1,976,924
                                                                                -------------   --------------
          Net cash provided by operating activities                              $  8,833,121    $   5,519,011
                                                                                =============   ==============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:
Transfer of loans to other assets                                                $         --    $       9,000
                                                                                =============   ==============
Transfer of loans to other real estate owned                                     $    502,072    $      72,302
                                                                                =============   ==============
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                      -5-



<PAGE>   6


                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The unaudited consolidated financial statements include the accounts of MBT
Financial Corp. (the "Corporation") and its subsidiary, Monroe Bank & Trust (the
"Bank"). The Bank operates twenty-one offices in Monroe County, Michigan and one
office in Wayne County, Michigan. The Bank's primary source of revenue is from
providing loans to customers, who are predominantly small and middle-market
businesses and middle-income individuals.

At the April 6, 2000 Annual Meeting of Shareholders of Monroe Bank & Trust,
shareholders approved a proposal that resulted in the Bank reorganizing into a
one-bank holding company. The holding company formation involved merging Monroe
Bank & Trust with Monroe Interim Bank, a state chartered bank organized solely
for the purpose of this transaction. The merger of Monroe Bank & Trust and
Monroe Interim Bank, a combination of entities under common control, was treated
in a manner similar to a pooling of interests. The financial information for all
prior periods was restated in the unaudited consolidated financial statements
for MBT Financial Corp. to present the statements as if the merger had been in
effect for all periods presented.

The reorganization resulted in an exchange of the Monroe Bank & Trust common
stock for MBT Financial Corp. common stock. The exchange rate was two shares of
MBT Financial Corp. for each share of Monroe Bank & Trust. Monroe Bank & Trust
previously had 10,000,000 common shares authorized and outstanding, with a par
value of $3.125 per share. MBT Financial Corp. has 30,000,000 common shares
authorized, of which 20,000,000 are outstanding. The MBT Financial Corp. common
stock has no par value. Monroe Bank & Trust is now a wholly owned subsidiary of
MBT Financial Corp., a registered bank holding company.

The accompanying unaudited consolidated financial statements of the Corporation
have been prepared in accordance with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
However, such information reflects all adjustments (consisting of normal
recurring adjustments), which are, in the opinion of Management, necessary for
fair statement of results for the interim periods.

Comprehensive Income is comprised of Net Income and Other Comprehensive Income,
which consists of the change in net unrealized gains (losses) on securities
available for sale, net of tax.


2. EARNINGS PER SHARE
The calculation of net income per common share for the quarters ended March 31
is as follows:

<TABLE>
<CAPTION>

                                                       2001             2000
                                                 ----------------   --------------
<S>                                              <C>                <C>
BASIC
  Net income                                     $     3,193,264    $   5,252,652
  Less preferred dividends                                   -              5,200
                                                 ----------------   --------------
  Net income applicable to common stock          $     3,193,264    $   5,247,452
                                                 ----------------   --------------
  Average common shares outstanding                   20,000,000       20,000,000
                                                 ----------------   --------------
  Net income per common share - basic            $          0.16    $        0.26
                                                 ================   ==============
</TABLE>


                                      -6-


<PAGE>   7


                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  (CONTINUED)


<TABLE>
<CAPTION>

                                                     2001             2000
                                               ----------------   --------------
<S>                                            <C>                <C>
DILUTED
  Net income                                   $     3,193,264    $   5,252,652
  Less preferred dividends                                   -            5,200
                                               ----------------   --------------
  Net income applicable to common stock        $     3,193,264    $   5,247,452
                                               ----------------   --------------
  Average common shares outstanding                 20,000,395       20,000,000
  Stock option adjustment                                  395               --
                                               ----------------   --------------
  Average common shares outstanding - diluted       20,000,395       20,000,000
                                               ----------------   --------------
  Net income per common share - diluted        $          0.16    $        0.26
                                               ================   ==============
</TABLE>

On July 1, 2000, the Corporation issued options for 126,600 shares of its common
stock to certain key executives of the Bank in accordance with the Long-Term
Incentive Compensation Plan that was approved by shareholders at the Annual
Meeting of Shareholders on April 6, 2000. The options were granted at the price
of $18.125, which was the fair market value of the Corporation's common stock on
the date the options were granted. On January 2, 2001, the Corporation issued
options for 13,834 shares of its common stock to its non-employee directors in
accordance with the Long-Term Incentive Compensation Plan that was approved by
shareholders at the Annual Meeting of Shareholders on April 6, 2000. The options
were granted at a price of $13.94, which was the fair market value of the
Corporation's common stock on the date the options were granted. The average
market value of the common stock during the first quarter of 2001 was $14.35.
The options granted on July 1, 2000 have an anti-dilutive effect on the
calculation of earnings per share, and therefore have not been included.

3. LOANS
The Bank grants commercial, consumer, and mortgage loans primarily to customers
in Monroe County, Michigan and surrounding areas. Although the Bank has a
diversified loan portfolio, a substantial portion of its debtors' ability to
honor their contracts is dependent on the automotive, manufacturing, and real
estate development economic sectors.

Loans consist of the following (000s omitted):

<TABLE>
<CAPTION>

                                                  March 31,        December 31,
                                                   2001               2000
                                               ---------------------------------
<S>                                            <C>               <C>
Real estate loans                               $        566,490   $     547,286
Loans to finance agricultural production and
    other loans to farmers                                 2,368           2,832
Commercial and industrial loans                          180,495         151,734
Loans to individuals for household, family,
    and other personal expenditures                      108,917         111,504
All other loans (including overdrafts)                       231             609
                                               ---------------------------------
         Total loans, gross                              858,501         813,965
         Less: Deferred loan fees                          1,821           1,842
                                               ---------------------------------
         Total loans, net of deferred loan
           fees                                          856,680         812,123
         Less: Allowance for loan losses                  12,999          10,600
                                               ---------------------------------
                                                $        843,681   $     801,523
                                               =================================
</TABLE>


                                      -7-


<PAGE>   8


                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)


Loans are placed in a nonaccrual status when, in the opinion of Management, the
collection of additional interest is doubtful. In the opinion of Management, all
impaired loans are in nonaccrual status. Allowances for these loans are included
in the allowance for loan losses. All cash received on nonaccrual loans is
applied to the principal balance. Nonperforming assets consists of nonaccrual
loans, loans 90 days or more past due, restructured loans, real estate that has
been acquired in full or partial satisfaction of loan obligations or upon
foreclosure, and investments securities that are 90 days or more past due on the
interest or principal payments. The following table summarizes nonperforming
assets (000's omitted):

<TABLE>
<CAPTION>
                                             March 31,       December 31,
                                               2001             2000
                                         ---------------------------------
<S>                                      <C>                <C>
Nonaccrual loans                         $     24,204       $   17,161
Loans 90 days past due                            489              193
Restructured loans                              1,040            1,057
                                         ---------------------------------
    Total nonperforming loans            $     25,733       $   18,411

Other real estate owned                         2,577            2,673
Nonperforming investment securities             4,704              542
                                         ---------------------------------
    Total nonperforming assets           $     33,014       $   21,626
                                         =================================

Nonperforming assets to total assets             2.31%            1.57%
Allowance for loan losses to
    Nonperforming assets                        39.37%           49.02%
</TABLE>


Nonperforming investment securities include a $5 million par value corporate
bond with a market value of $4,163,000 (amortized cost of $4,931,000). The
issuer filed to reorganize their debt under Chapter 11 of the U.S. Bankruptcy
Code in March. The bond was held as Available for Sale and was sold in April.



4. ALLOWANCE FOR LOAN LOSSES

Activity in the allowance for loan losses was as follows (000's omitted):

<TABLE>
<CAPTION>
                                    March 31,         December 31,
                                      2001               2000
                                -----------------------------------
<S>                             <C>                 <C>
Balance beginning of year       $     10,600        $    9,900
Provision for loan losses              4,400              6,298
Loans charged off                     (2,260)            (8,126)
Recoveries                               259              2,528
                                -----------------------------------
Balance end of period           $     12,999        $    10,600
                                ===================================
</TABLE>


For each period, the provision for loan losses in the income statement results
from the combination of an estimate by Management of loan losses that occurred
during the current period and the ongoing adjustment of prior estimates of
losses occurring in prior periods.



                                      -8-

<PAGE>   9


                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  (CONTINUED)

To serve as a basis for making this provision, the Bank maintains an extensive
credit risk monitoring process that considers several factors including: current
economic conditions affecting the Bank's customers, the payment performance of
individual large loans and pools of homogeneous small loans, portfolio
seasoning, changes in collateral values, and detailed reviews of specific large
loan relationships. For large loans deemed to be impaired due to an expectation
that all contractual payments will probably not be received, impairment is
measured by comparing the Bank's recorded investment in the loan to the present
value of expected cash flows discounted at the loan's effective interest rate,
the fair value of the collateral, or the loan's observable market price.

The provision for loan losses increases the allowance for loan losses, a
valuation account which is netted against loans on the consolidated statements
of condition. As the specific customer and amount of a loan loss is confirmed by
gathering additional information, taking collateral in full or partial
settlement of the loan, bankruptcy of the borrower, etc., the loan is charged
off, reducing the allowance for loan losses. If, subsequent to a charge off, the
Bank is able to collect additional amounts from the customer or obtain control
of collateral worth more than earlier estimated, a recovery is recorded.

5. INVESTMENT SECURITIES

The following is a summary of the Bank's investment securities portfolio as of
March 31, 2001 and December 31, 2000 (000's omitted):

<TABLE>
<CAPTION>
                                                March 31, 2001            December 31, 2000
                                                --------------            -----------------
                                              Amortized      Fair       Amortized       Fair
                                                Cost        Value         Cost          Value
                                            -----------------------   -----------------------
<S>                                         <C>          <C>          <C>          <C>
Held to Maturity
Obligations of U.S. Government Agencies     $   120,133  $  120,007   $   145,789  $  143,619
Obligations of States and Political
      Subdivisions                              131,017     134,775       132,007     134,664
Other Securities                                 40,370      40,428        56,188      56,164
                                            -----------------------   -----------------------
                                            $   291,520  $  295,210   $   333,984  $  334,447
                                            =======================   =======================

Available for Sale
Obligations of U.S. Government Agencies     $    80,541  $   80,982   $    13,126  $   13,191
Other Securities                                110,902     110,511       110,879     105,230
                                            -----------------------   -----------------------
                                            $   191,443  $  191,493   $   124,005  $  118,421
                                            =======================   =======================
</TABLE>


6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bank is a party to 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 commitments to extend credit and standby letters
of credit. Those instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the consolidated
statements of condition.



                                      -9-


<PAGE>   10


                               MBT FINANCIAL CORP.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                   (CONTINUED)

The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and standby
letters of credit is represented by the contractual amount of those instruments.
The Bank uses the same credit policies in making commitments and conditional
obligations as it does for its other lending activities.

Financial instruments whose contractual amounts represent off-balance sheet
credit risk were as follows (000s omitted):

<TABLE>
<CAPTION>

                                                               Contractual amount
                                                         ---------------------------------
                                                            March 31,       December 31,
                                                              2001              2000
                                                         ---------------------------------
<S>                                                      <C>               <C>
Commitments to extend credit:
   Unused portion of commercial lines of credit          $    99,504        $  110,558
   Unused portion of credit card lines of credit              32,892            31,217
   Unused portion of home equity lines of credit              13,295            12,887
Standby letters of credit and financial guarantees
written                                                       20,389            16,942
</TABLE>


Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Most
commercial lines of credit are secured by real estate mortgages or other
collateral, generally have fixed expiration dates or other termination clauses,
and require payment of a fee. Since the lines of credit may expire without being
drawn upon, the total committed amounts do not necessarily represent future cash
requirements. Credit card lines of credit have no established maturity dates,
but are payable on demand. Home equity lines of credit are secured by real
estate mortgages, have no established maturity dates, but are payable on demand.
The Bank evaluates each customer's creditworthiness on a case-by-case basis. The
amount of the collateral obtained, if deemed necessary by the Bank upon
extension of credit, is based on Management's credit evaluation of the
counterparty.

Standby letters of credit written are conditional commitments issued by the Bank
to guarantee the performance of a customer to a third party. Those guarantees
are primarily issued to support public and private borrowing arrangements and
other business transactions.


                                      -10-

<PAGE>   11


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

The Corporation experienced a small increase of $45.4 million in deposits since
the beginning of the year, representing a 4.6% increase. Demand Deposits
decreased $15.9 million while Savings Deposits increased $8.2 million and Other
Time Deposits increased $53.1 million. Local loan demand has continued to be
strong, with Loans increasing $44.6 million, or 5.5% since the beginning of the
year. The increase in deposits and a decrease of $25.8 million in Federal funds
sold funded the loan growth and the increase of $30.6 million in investment
securities.

A comparison of the income statements for the three months ended March 31, 2001
and 2000 shows a nominal increase in Net Interest Income. The largest interest
income dollar changes were in Interest and Fees on Loans, increasing $2,622,000,
or 16% and interest on Other Securities, increasing $504,000, or 23%. Average
loans outstanding increased $127 million while the average yield on these loans
decreased from 8.74% to 8.70%. The average investment in Other Securities
increased $43 million while the average yield on these investments decreased
from 7.27% to 6.74%. The average investment in Obligations of U.S. Government
Agencies decreased $14 million while the average yield on these investments
decreased from 7.31% to 6.92%. Average interest bearing deposits increased from
$831 million to $895 million, while at the same time the average cost of these
deposits increased from 4.48% to 4.80%. The result was an increase in Interest
on Deposits of $1,339,000, or 14%. Average borrowed funds increased from $135
million to $226 million while the average cost of these borrowings decreased
from 5.87% to 5.65%. The interest expense related to these borrowings increased
$1,187,000. The Provision for Loan Losses increased $2.9 million, or 193.3% as
the Allowance for Loan Losses was increased significantly. The Allowance for
Loan Losses was increased in order to maintain its adequacy as the economy is
showing signs of weakening and nonperforming loans are increasing. The Allowance
for Loan Losses is now 1.52% of Loans, compared to 1.31% as of December 31,
2000. Trust Income increased $160,000, or 19%, Service Charges on Deposit
Accounts increased $141,000, or 27%, and Other Income increased $200,000, or
34%. Salaries and Employee Benefits increased $248,000, Occupancy Expense
increased $66,000, and Other Expenses increased $100,000, compared to the first
quarter of 2000. Income Before Provision for Income Taxes showed a large
decrease of $2,786,000, or 39%, and the Provision for Income Taxes decreased
$726,000, or 38%, resulting in a decrease of $2,059,000, or 39%, in Net Income.

The Corporation has maintained sufficient liquidity to fund its loan growth and
allow for fluctuations in deposit levels. Internal sources of liquidity are
provided by the maturities of loans and securities as well as holdings of
securities Available for Sale. External sources of liquidity include a line of
credit with the Federal Home Loan Bank of Indianapolis, and the Federal funds
lines that have been established with correspondent banks.

Total stockholders' equity of the Corporation was $155,611,000 at March 31, 2001
and $150,955,000 at December 31, 2000. The ratio of equity to assets was 10.9%
at the end of each period. Federal bank regulatory agencies have set capital
adequacy standards for Total Risk Based Capital, Tier 1 Risk Based Capital, and
Leverage Capital. These standards require banks to maintain Leverage and Tier 1
ratios of at least 4% and a Total Capital ratio of at least 8% to be adequately
capitalized. The regulatory agencies consider a bank to be well capitalized if
its Total Risk Based Capital is at least 10% of Risk Weighted Assets, Tier 1
Capital is at least 6% of Risk Weighted Assets, and Leverage Capital Ratio is at
least 5%. The following table summarizes the capital ratios of the Bank:


                                      -11-

<PAGE>   12

<TABLE>
<CAPTION>

                               March 31, 2001       December 31, 2000
                               --------------       -----------------
<S>                            <C>                   <C>
Leverage Capital                  11.1%                11.6%
Tier 1 Risk Based Capital         14.8%                15.3%
Total Risk Based Capital          16.1%                16.4%
</TABLE>


At March 31, 2001 and December 31, 2000, the Bank was in compliance with the
capital guidelines and is considered "well-capitalized" under regulatory
standards.

Market risk for the Bank, as is typical for most banks, consists mainly of
interest rate risk and market price risk. The Bank's earnings and the economic
value of its equity are exposed to interest rate risk and market price risk, and
monitoring this risk is the responsibility of the Asset/Liability Management
Committee (ALCO) of the Bank. The market risk is monitored monthly and has not
changed significantly since year-end 2000.


                                      -12-

<PAGE>   13


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



MBT Financial Corp. filed the following report on Form 8-K since the end of
2000:


<TABLE>
<CAPTION>

        Date of Event Reported              Event Reported
        ----------------------              --------------
        <S>                                 <C>
        April 13, 2001                      Item 9 - Regulation FD Disclosure, First Quarter
                                            Earnings announcement
</TABLE>




                                      -13-


<PAGE>   14


                                   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 hereunto duly authorized.



                                             MBT Financial Corp.
                                             -----------------------------
                                             (Registrant)



May 15, 2001                                 /s/ Ronald D. LaBeau
---------------                              -----------------------------
Date                                         Ronald D. LaBeau
                                             President



May 15, 2001                                 /s/ Eugene D. Greutman
---------------                              -----------------------------
Date                                         Eugene D. Greutman
                                             Treasurer




                                      -14-