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 EXCAHNGE ACT 1934 For the quarterly period ended June 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-11132 FIRST BANKING CENTER, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1391327 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 Milwaukee Ave., Burlington, WI 53105 (Address of principal executive offices) (Zip Code) (262) 763-3581 (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 the number of shares outstanding of each of the issuer's classes of common stock, as of August 1, 2000. Common stock, $1.00 par value, 1,480,012 shares outstanding. PART I. FINANCIAL INFORMATION Item 1. Financial Statements FIRST BANKING CENTER, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS June 30, 2000 and December 31, 1999 (Dollars in thousands except per share data) ASSETS 6/30/00 12/31/99 (Unaudited) (Audited) Cash and due from banks $13,600 $19,123 Federal funds sold 0 4,242 Interest bearing deposits in banks 31 40 Available for sale securities - stated at fair value 57,951 54,952 Loans, less allowance for loan losses of $3,891 and $3,581 in 2000 and 1999 respectively 307,535 295,143 Office buildings and equipment, net 9,563 9,429 Other assets 9,116 9,160 -------------------------------- TOTAL ASSETS $397,796 $392,089 ================================ LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Demand $50,490 $51,610 Savings and NOW accounts 139,489 140,612 Time 120,738 113,922 -------------------------------- Total Deposits 310,717 306,144 Securities sold under repurchase agreements and federal funds purchased 18,464 21,131 U S Treasury note account 100 100 Other borrowings 29,562 27,768 Other liabilities 3,745 3,529 -------------------------------- TOTAL LIABILITIES 362,588 358,672 -------------------------------- STOCKHOLDERS' EQUITY Common Stock, $1.00 par value 3,000,000 shares authorized; 1,489,380 and 1,489,380 shares issued as of June 30, 2000 and December 31, 1999, respectively 1,489 1,489 Surplus 4,226 4,236 Retained Earnings 30,492 28,717 -------------------------------- 36,207 34,442 Common stock in treasury, at cost-9,368 and 9,822 shares for June 30, 2000 and December 31, 1999, respectively ($327) ($342) Accumulated other comprehensive loss (672) (683) -------------------------------- TOTAL STOCKHOLDERS' EQUITY $35,208 $33,417 -------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $397,796 $392,089 ================================ FIRST BANKING CENTER, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME Six and three months ended June 30, 2000 and 1999 (Dollars in thousands, except per share data) (Unaudited) Quarter-to-Date Year-to-Date 6/30/00 6/30/99 6/30/00 6/30/99 INTEREST INCOME Interest and fees on loans $6,804 $5,999 $13,215 $11,714 Interest and dividends on securities Taxable 493 485 1,004 1,144 Tax-exempt 332 302 653 598 Interest on federal funds sold 16 28 56 69 Interest on deposits in banks 0 2 1 3 ---------------------------------------------------------------- TOTAL INTEREST INCOME 7,645 6,816 14,929 13,528 ---------------------------------------------------------------- INTEREST EXPENSE Interest on deposits 2,982 2,415 5,779 4,850 Interest on federal funds purchased and securities sold under repurchase agreements 237 290 498 628 Interest on U.S. Treasury Note Account 0 1 0 2 Interest on other borrowings 422 278 814 570 ---------------------------------------------------------------- TOTAL INTEREST EXPENSE 3,641 2,984 7,091 6,050 ---------------------------------------------------------------- NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 4,004 3,832 7,838 7,478 Provision for loan losses 90 82 180 165 ---------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,914 3,750 7,658 7,313 ---------------------------------------------------------------- NON-INTEREST INCOME Trust 125 90 225 180 Service charges on deposit accounts 334 301 647 576 Investment securities gains (losses) 0 0 (5) 0 Other income 372 305 654 546 ---------------------------------------------------------------- TOTAL NON-INTEREST INCOME 831 696 1,521 1,302 ---------------------------------------------------------------- NON-INTEREST EXPENSE Salary and employee benefits 1,691 1,576 3,347 3,139 Occupancy expenses 222 189 440 412 Equipment expenses 372 317 689 598 Data Processing services 154 166 308 294 Other expenses 667 553 1,298 1,162 ---------------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 3,106 2,801 6,082 5,605 ---------------------------------------------------------------- INCOME BEFORE INCOME TAXES 1,639 1,645 3,097 3,010 Income taxes 462 515 847 930 ---------------------------------------------------------------- NET INCOME $1,177 $1,130 $2,250 $2,080 ================================================================ Basic earnings per share $0.80 $0.76 $1.52 $1.40 Diluted earnings per share $0.78 $0.75 $1.50 $1.39 Weighted average shares outstanding 1,480 1,489 1,480 1,489 FIRST BANKING CENTER, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Six months ended June 30, 2000 and 1999 (Dollars in thousands, except per share data) (Unaudited) Accumulated other Common Retained Treasury comprehensive Stock Surplus Earnings Stock income(loss) Total ------------------------------------------------------------------------------------------- BALANCE - December 31, 1998 $1,489 $4,312 $25,431 - $663 $31,895 ----------- Comprehensive income: Net income - 1999 - - 2,080 - - $2,080 Change in net unrealized gain(loss) on securities available for sale - - - - (1,327) (1,327) Income tax effect - - - - 517 517 ----------- Total comprehensive income 1,270 ----------- Cash dividend paid-$0.29 per share - - (432) - - (432) Issuance of 224 shares of stock under stock option plan - 15 - - - 15 ----------------------------------------------------------------------------------------- BALANCE - JUNE 30, 1999 $1,489 $4,327 $27,079 - ($147) $32,748 ========================================================================================= BALANCE - December 31, 1999 $1,489 $4,236 $28,717 ($342) ($683) $33,417 ----------- Comprehensive income: Net income - 2000 - - 2,250 - - 2,250 Change in net unrealized gain (loss) on securities available for sale - - - - 23 23 Reclassification adjustment for gains (losses) realized in net income - - - - (5) (5) Income tax effect - - - - (7) (7) ----------- Total comprehensive income 2,261 ----------- Purchase of 980 shares of treasury stock - - - (34) - (34) Cash dividend paid-$0.32 per share - - (474) - - (474) Reissuance of 1,434 shares of treasury stock under stock option plan - (10) - 48 - 38 ----------------------------------------------------------------------------------------- BALANCE - June 30, 2000 $1,489 $4,226 $30,492 ($327) ($672) $35,208 ========================================================================================= FIRST BANKING CENTER, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended June 30, 2000 and 1999 (Dollars in thousands) (Unaudited) 6/30/00 6/30/99 -------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,250 $2,080 -------------------------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 434 452 Provision for loan losses 180 165 Gain on sale of loans (9) (8) Amortization and accretion of bond premiums and discounts - net 28 (56) Amortization of excess cost over equity in underlying net assets of subsidiary 52 52 Loss on sale of investment securities 5 0 Increase in other assets (111) (220) Increase in accrued expenses and other liabilities 216 9 -------------------------------- TOTAL ADJUSTMENTS 795 394 -------------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 3,045 2,474 -------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net decrease in interest-bearing deposits 9 2 Net decrease in federal funds sold 4,242 6,241 Activity in available for sale securities Proceeds from sales of available for sale securities 8,669 3,096 Proceeds from maturities of available for sale securities 8,471 55,361 Purchase of available for sale securities (20,058) (50,724) Proceeds from sale of loans 464 448 Net increase in loans (13,027) (18,821) Purchase of office buildings and equipment (672) (433) Proceeds from disposal of office building and equipment 104 0 -------------------------------- NET CASH USED IN INVESTING ACTIVITIES (11,798) (4,830) -------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 4,573 4,534 Dividends paid (474) (432) Proceeds from other borrowings 2,000 0 Payments on other borrowings (206) (1,090) Net decrease in securities sold under repurchase agreements and federal funds purchased (2,667) (5,793) Proceeds from stock options exercised 0 15 Purchase of treasury stock (34) 0 Proceeds from reissuance of treasury stock under stock option plan 38 0 -------------------------------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 3,230 (2,766) -------------------------------- Net decrease in Cash and Due From Banks (5,523) (5,122) Cash and Due From Banks-Beginning of Period 19,123 18,013 -------------------------------- Cash and Due From Banks-End of Period $13,600 $12,891 ================================ Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $7,117 $6,184 Income taxes $500 $836 FIRST BANKING CENTER, INC AND SUBSIDIARY NOTES TO CONSOLIDATE FINANCIAL STATEMENTS June 30, 2000 Note 1. Basis of Presentation In the opinion of Management, the accompanying unaudited consolidated financial statements reflect all adjustments which are necessary to present a fair statement of the results for the interim periods. The accounting policies followed by the registrant are set forth in Note 1 to the registrant's financial statements in the 1999 First Banking Center, Inc. (the "Company") annual report which is incorporated by reference herein (see exhibit A). Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations FIRST BANKING CENTER, INC AND SUBSIDIARY MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As of June 30, 2000 The following discussion provides additional analysis of the financial condition and results of operations of the Company for the year-to-date ended June 30, 2000. This discussion focuses on the significant factors that affected the Company's earnings so far in 2000, with comparisons to 1999. As of June 30, 2000, First Banking Center (the "Bank") was the only direct subsidiary of the Company and its operations contributed nearly all of the revenue for the year. The Company provides various support functions for the Bank and receives payment from the Bank for these services. These inter-company payments are eliminated for the purpose of these consolidated financial statements. The Bank has two wholly owned subsidiaries, FBC Financial Services, Corp., a brokerage and financial services subsidiary, and FBC Burlington, Inc., an investment subsidiary located in Nevada. Overview As of June 30, 2000, total Company assets were $397.8 million increasing 1.5% from $392.1 million as of December 31, 1999. Total income for the first six months of 2000 was $ 2.3 million or $1.52 per share, increasing 9.5% from $2.1 million or $1.40 per share for the first six months of 1999. The significant items resulting in the above-mentioned results are discussed below. Balance sheet analysis Loans As of June 30, 2000, loans outstanding were $311.4 million for an increase of $12.7 million or 4.2% from December 31, 1999. During this six-month period, Residential Real Estate loans increased $15 million, and Commercial Real Estate loans increased $2.3 million or 13.5% and 2.8% respectively. At June 30, 2000, Construction and Land Development loans were at $36.1 million or 11.6% of total loans, Residential Real Estate loans were at $125.8 million or 40.4% of total loans, Commercial loans were at $29.4 million or 9.4% of total loans, and Commercial Real Estate loans were at $85.9 million or 27.6% of total loans. Allowance for Loan Losses The allowance for possible loan losses was $3.9 million or 1.25% of gross loans at June 30, 2000, compared with $3.6 million or 1.21% of gross loans at December 31, 1999. Net recoveries for the six-month period were $130 thousand or .042% of gross loans, compared to net charge-offs of $170 thousand or .057% of gross loans for 1999. As of June 30, 2000, loans on non-accrual status totaled $1.2 million or .39% of gross loans compared to $1.3 million or .44% of gross loans at December 31, 1999. The non-accrual loans consisted primarily of $1 million of residential real estate loans. At June 30, 2000, the ratio of non-accrual loans to the allowance for loan losses was 30.8% compared to 36.1% at December 31, 1999. The Bank evaluates the adequacy of the allowance for loan losses based on an analysis of specific problem loans, as well as on an aggregate basis. Management reviews a calculation of the allowance for loan losses on a quarterly basis and feels that the allowance for loan losses is adequate. The allowance for loan loss is maintained at a level management considers adequate to provide for potential future losses. The level of the allowance is based on management's periodic and comprehensive evaluation of the loan portfolio, including past loan loss experience; current economic trends; the volume, growth and composition of the loan portfolio, and other relevant factors. Management also considers reports of examinations furnished by State and Federal banking authorities in this regard. Investments securities - Available for Sale The securities available-for-sale portfolio increased $3 million or 5.5% from December 31, 1999 to June 30, 2000. This increase was due primarily to increased balances in a money market mutual fund. Deposits and Borrowed Funds As of June 30, 2000, total deposits were $310.7 million, which is an increase of $4.6 million or 1.5% from December 31, 1999. Certificates of deposits increased $6.8 million or 6.0% to $120.7 million. Money market savings and regular savings deposits increased $3.6 million or 3.1% to $119 million. Demand Deposits decreased $1.1 million or 2.2% to $50.5 million. Securities sold under agreement to repurchase decreased $4 million or 18.9%. Federal Home Loan Borrowings increased $594 thousand or 2.1% since December 31, 1999. Capital resources During the first six month of 2000, the Company's stockholders' equity increased $1.8 million or 5.4%. Net income of $2.3 million was the primary reasons for the increase in equity. Accumulated other comprehensive loss on available for sale securities increased $11 thousand to a negative $672 thousand. In December 1990, the Federal Reserve Board's risk-based guidelines became effective. Under these guidelines capital is measured against the Company's subsidiary bank's risk-weighted assets. The Company's tier 1 capital (common stockholders' equity less goodwill) to risk-weighted assets was 10.9% at June 30, 2000, well above the 4% minimum required. Total capital to risk-adjusted assets was 12.2%, also well above the 8% minimum requirement. The leverage ratio was at 8.8% compared to the 4% minimum requirement. According to FDIC capital guidelines, the Company is considered to be "well capitalized." Asset/liability management The principal function of asset/liability management is to manage the balance sheet mix, maturities, repricing characteristics and pricing components to provide an adequate and stable net interest margin with an acceptable level of risk over time and through interest rate cycles. Interest-sensitive assets and liabilities are those that are subject to repricing within a specific relevant time horizon. The Bank measures interest-sensitive assets and liabilities, and their relationship with each other at terms of immediate, quarterly intervals up to 1 year, and over 1 year. Changes in net interest income, other than volume related, arise when interest rates on assets reprice in a time frame or interest rate environment that is different from the repricing period for liabilities. Changes in net interest income also arise from changes in the mix of interest earning assets and interest-bearing liabilities. The Bank's strategy with respect to asset/liability management is to maximize net interest income while limiting its exposure to a potential downward movement. Strategy is implemented by the Bank's management, which takes action based upon its analysis of the Bank's present positioning, its desired future positioning, economic forecasts, and its goals. It is the Bank's desire to maintain a cumulative GAP of positive or negative 15% of rate sensitive assets at the one-year time frame. The current percentage is 5.8%, which compares to a negative 4% as of December 31, 1999. Liquidity The liquidity position of the Company is managed to ensure that sufficient funds are available to meet customers' needs for loans and deposit withdrawals. Liquidity to meet demand is provided by maintaining marketable investment securities, Federal Funds Sold, as well as, maintaining a full line of competitively priced deposit and short-term borrowing products. The Bank is also a member of the Federal Home Loan Bank system, which provides the Company with an additional source of liquidity. The Bank is authorized to borrow up to 60% of the book value of its 1-4 family real estate mortgages secured by a security agreement pledging the Bank's 1-4 family real estate mortgages with a carrying value of $125.8 million. During this six-month period of June 30, 2000, the Company's loan to deposit ratio increased from 96% to 100%. This increase was due to an increase in loans of $12.7 million or 4.2% while deposits increased $4.6 million or 1.5%. The additional funding for the increase in loans came from a decrease in cash and federal funds sold. While liquidity within the banking industry continues to tighten management is unaware of any recommendations by regulatory authorities, known trends, events or uncertainties that will have or that are reasonably likely to have a material effect on the Company's liquidity, capital resources, or operations. Results of operations Net Interest Income Net interest income is the difference between interest income and fees on loans and interest expense, and is the largest contributing factor to net income for the Company. All discussions of rate are on a tax-equivalent basis, which accounts for income earned on securities that are not fully subject to federal taxes. Net interest income for the first six months of 2000 was $7.8 million, increasing 4.8% over the 1999 level of $7.5 million. Net interest income as a percentage of average earning assets was 4.52% for the first six month of 2000 versus 4.61% for the first six months of 1999. Total interest income increased $1.4 million as average-earning assets increased from $338.4 million to $364.5 million or 7.7%. The yields on interest earning asset increased from 8.19% to 8.42%. The increase in interest income in 2000 is due primarily to an increase in interest and fees on loans. Interest and fees on loans increased to $13.3 million or 13.2% from $11.7. The increase in loan income was the result of a $34.5 million or 12.8% increase in average balances outstanding. Total interest expense increased $1.0 million. This increase was due to an increase in average interest bearing deposits of $19.5 million or 8.3% and an increase in average Federal Home Loan Borrowings of $7.8 million or 37.8%. The cost of all interest bearing liabilities increased from 4.27% to 4.66%. Provision for loan losses The Bank has established the allowance for loan losses to reduce the gross level of loans outstanding by an estimate of uncollectible loans. As loans are deemed uncollectible, they are charged against the allowance. A provision for loan losses is expensed against current income on a monthly basis. This provision acts to replenish the allowance for loan losses to accommodate charge-offs and growth in the loan portfolio, thereby maintaining the allowance at an adequate level. During the first six months of 2000 and 1999, $180 thousand and $165 thousand respectively was charged to current earnings and added to the allowance for loan losses. Non-interest income Non-interest income, during the first six months of 2000, increased $219 thousand or 16.8% from the first six months of 1999. This increase is due primarily to increased income from service charges on deposit accounts, which increased $71 thousand or 12.3%, Trust Department income which increased $45 thousand or 25.0%, and other income increased $45 thousand or 100%. This increase in other income was the result of a penalty realized on a contract the bank had with an equipment vendor. Non-interest expense Non-interest expense, during the first six months of 2000, increased from $5.6 million to $6.1 million an increase of $477 thousand or 8.5%. Salaries and benefits increased $208 thousand or 6.6%, equipment expense increased $91 thousand or 15.2%, occupancy expense increased $28 thousand or 6.8%, advertising expense increased $23 thousand or 21.9%, and data processing services increased $14 thousand or 4.8%. Part II-OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None 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 and Reports on Form 8-K None Exhibit A: FIRST BANKING CENTER, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999,1998, 1997 NOTE 1 Summary of Significant Accounting Policies - -------------------------------------------------------------------------------- A. Consolidation The consolidated financial statements of First Banking Center, Inc. include the accounts of its wholly owned subsidiary, First Banking Center. First Banking Center includes the accounts of its wholly owned subsidiaries, FBC-Burlington, Inc. and FBC Financial Services Corp. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles and conform to general practices within the banking industry. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. B. Nature of banking activities The consolidated income of First Banking Center, Inc. is principally from the income of its wholly owned subsidiary. The subsidiary Bank grants agribusiness, commercial, residential and consumer loans, accepts deposits and provides trust services to customers primarily in southeastern and south central Wisconsin. The subsidiary Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products. Additionally the Company and the subsidiary Bank are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies. C. Use of estimates In preparing consolidated financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, and the valuation of foreclosed real estate and deferred tax assets. D. Cash and cash equivalents For purposes of reporting cash flows, cash and cash equivalents are defined as those amounts included in the balance sheet caption "cash and due from banks." The subsidiary Bank maintains amounts due from banks, which, at times, may exceed federally insured limits. The subsidiary Bank has not experienced any losses in such accounts. E. Available for sale securities Securities classified as available for sale are those debt securities that the subsidiary Bank intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the subsidiary Bank's assets and liabilities, liquidity needs, regulatory capital consideration, and other similar factors. Securities classified as available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in comprehensive income, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. F. Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff is reported at the amount of unpaid principal, reduced by the allowance for loan losses. Interest income is accrued on the unpaid principal balance. The accrual of interest income on impaired loans is discontinued when, in the opinion of management, there is reasonable doubt as to the borrower's ability to meet payment of interest or principal when they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Cash collections on impaired loans are credited to the loan receivable balance and no interest income is recognized on those loans until the principal balance is current. Accrual of interest is generally resumed when the customer is current on all principal and interest payments and has been paying on a timely basis for a period of time. G. Mortgage loans held for sale Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses are recognized through a valuation allowance by charges to income. All sales are made without recourse. H. Allowance for loan losses The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. The allowance for loan losses are adequate to cover probable credit losses relating to specifically identified loans, as well as probable credit losses inherent in the balance of the loan portfolio. In accordance with FASB Statements 5 and 114, the allowance is provided for losses that have been incurred as of the balance sheet date. The allowance is based on past events and current economic conditions, and does not include the effects of expected losses on specific loans or groups of loans that are related to future events or expected changes in economic conditions. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic conditions. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. A loan is impaired when it is probable the creditor will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. In addition, various regulatory agencies periodically review the allowance for loan losses. These agencies may require the bank to make additions to the allowance for loan losses based on their judgments of collectibility based on information available to them at the time of their examination. I. Office buildings and equipment Depreciable assets are stated at cost less accumulated depreciation. Provisions for depreciation are computed on straight-line and accelerated methods over the estimated useful lives of the assets, which range from 15 to 50 years for buildings and 2 to 12 years for equipment. J. Profit-sharing plan The Company has established a trusteed contributory 401(k) profit-sharing plan for qualified employees. The Company's policy is to fund contributions as accrued. K. Other real estate owned Other real estate owned, acquired through partial or total satisfaction of loans is carried at the lower of cost or fair value less cost to sell. At the date of acquisition losses are charged to the allowance for loan losses. Revenue and expenses from operations and changes in the valuation allowance are included in loss on foreclosed real estate. L. Income taxes The Company files a consolidated federal income tax return and individual subsidiary state income tax returns. Accordingly, amounts equal to tax benefits of those companies having taxable federal losses or credits are reimbursed by the other companies that incur federal tax liabilities. Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The differences relate principally to the reserve for loan losses, nonaccrual loan income, deferred compensation, pension, fixed assets and unrealized gains and losses on available for sale securities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. M. Off-balance-sheet financial instruments In the ordinary course of business the subsidiary Bank has entered into off-balance-sheet financial instruments consisting of commitments to extend credit, commitments under credit card arrangements, commercial letters of credit and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received. N. Trust assets and fees Property held for customers in fiduciary or agency capacities is not included in the accompanying balance sheet, since such items are not assets of the Company. In accordance with established industry practice, income from trust fees is reported on the cash basis. Reporting of trust fees on an accrual basis would have no material effect on reported income. O. Earnings per share Earnings per share are computed based upon the weighted average number of common shares outstanding during each year. In the computation of diluted earnings per share, all dilutive stock options are assumed to be exercised at the beginning of each year and the proceeds are used to purchase shares of the Company's common stock at the average market price during the year. P. Fair value of financial instruments Financial Accounting Standards Board Statement No. 107, "Disclosures About Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Statement No. 107 excludes certain financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments: Carrying Amounts Approximate Fair Values for the Following Instruments Cash and due from banks Federal funds sold Interest-bearing deposits in banks Available for sale securities Accrued interest receivable Variable rate loans that reprice frequently where no significant change in credit risk has occurred Demand deposits Variable rate money market accounts Variable rate certificates of deposit Accrued interest payable U.S. Treasury Note account Discounted Cash Flows Using interest rates currently being offered on instruments with similar terms and with similar credit quality: All loans except variable rate loans described above Fixed rate certificates of deposit Other borrowings Quoted fees currently being charged for similar instruments Taking into account the remaining terms of the agreements and the counterparties' credit standing: Off-balance-sheet instruments Guarantees Letters of credit Lending commitments Since the majority of the Company's off-balance-sheet instruments consist of nonfee-producing, variable rate commitments, the Company had determined it does not have a distinguishable fair value. Q. Reclassification Certain 1997 and 1998 amounts have been reclassified to conform with the 1999 presentation. The reclassifications have no effect on reported amounts of net income or equity. FIRST BANKING CENTER, INC. AND SUBSIDIARIES SIGNATURES Pursuant to the requirement of the Securities Exchange Act of 1943, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. First Banking Center, Inc. July 31, 2000 -------------------------------------- Date Brantly Chappell Chief Executive Officer July 31, 2000 -------------------------------------- Date James Schuster Chief Financial Officer