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 September 30, 2001 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 November 2, 2001. Common stock, $1.00 par value, 1,463,815 shares outstanding. FIRST BANKING CENTER, INC AND SUBSIDIARY INDEX September 30, 2001 Part I Financial Information Item 1 Consolidated Financial Statements Unaudited Consolidated Balance Sheets, September 30, 2001 and December 31, 2000 Unaudited Consolidated Statements of Income, For the three and nine months ended September 30, 2001 and 2000 Unaudited Consolidated Statements of Cash Flows, For the nine months ended September 30, 2001 and 2000 Notes to Unaudited Consolidated Financial Statements Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Item 3 Quantitative and Qualitative Disclosures about Market Risk Part II Other Information Item 1 Legal Proceedings Item 2 Changes in Securities and Use of Proceeds Item 3 Defaults upon Senior Securities Item 4 Submission of Matters to a Vote of Security Holders Item 5 Other Information Item 6 Exhibits and Reports on Form 8-K Signature PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements FIRST BANKING CENTER, INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2001 2000 ------------------------------ (In thousands) ASSETS Cash and due from banks $12,577 $29,287 Federal funds sold 4,332 0 Interest-bearing deposits in banks 10,167 696 Available for sale securities 53,506 65,189 Loans, less allowance for loan losses of $4,104 and $3,927 in 2001 and 2000, respectively 351,789 316,641 Office buildings and equipment, net 10,437 9,825 Other assets 11,572 9,220 ------------------------------ TOTAL ASSETS $454,380 $430,858 ============================== LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Deposits Demand $54,372 $59,602 Savings and NOW accounts 153,690 150,438 Time 129,809 124,900 ------------------------------ Total Deposits 337,871 334,940 Securities sold under agreements to repurchase and federal funds purchased 22,032 17,299 Short-term borrowings 17,349 26,168 Long-term borrowings 29,515 9,876 Due to Brokers for security purchase 2,323 0 Other liabilities 3,523 4,627 ------------------------------ TOTAL LIABILITIES $412,613 $392,910 ------------------------------ STOCKHOLDERS' EQUITY Common Stock, $1.00 par value 3,000,000 shares authorized; 1,489,380 shares issued as of September 30, 2001 and December 31, 2000, respectively 1,489 1,489 Surplus 4,177 4,178 Retained Earnings 36,112 32,525 ------------------------------ 41,778 38,192 Common stock in treasury, at cost-27,115 and 12,358 shares for September 30, 2001 and December 31, 2000, respectively ($1,027) ($452) Accumulated other comprehensive income 1,016 208 ------------------------------ TOTAL STOCKHOLDERS' EQUITY $41,767 $37,948 ------------------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $454,380 $430,858 ============================== "See accompanying notes to financial statements" FIRST BANKING CENTER, INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF INCOME Three months ended Nine months ended September 30, September 30, 2001 2000 2001 2000 ---------------------------------------------------------- (In thousands, except per share data) INTEREST INCOME Interest and fees on loans $7,333 $7,221 $22,153 $20,436 Interest and dividends on securities Taxable 297 478 1,014 1,482 Non-taxable 371 333 1,045 986 Interest on federal funds sold 53 87 213 143 Interest on interest-bearing deposits in banks 41 2 112 3 ---------------------------------------------------------- TOTAL INTEREST INCOME 8,095 8,121 24,537 23,050 ---------------------------------------------------------- INTEREST EXPENSE Interest on deposits 2,758 3,363 9,088 9,142 Interest on securities sold under agreements to repurchase and federal funds purchased 184 255 660 753 Interest on short-term borrowings 250 101 766 310 Interest on long-term borrowings 250 305 553 910 ---------------------------------------------------------- TOTAL INTEREST EXPENSE 3,442 4,024 11,067 11,115 ---------------------------------------------------------- NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES 4,653 4,097 13,470 11,935 Provision for loan losses 90 90 270 270 ---------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,563 4,007 13,200 11,665 ---------------------------------------------------------- NON-INTEREST INCOME Trust 138 100 413 325 Service charges on deposit accounts 403 341 1,122 988 Investment securities gains (losses) 0 0 0 (5) Automated teller machines 102 104 272 284 Other income 276 205 692 679 ---------------------------------------------------------- TOTAL NON-INTEREST INCOME 919 750 2,499 2,271 ---------------------------------------------------------- NON-INTEREST EXPENSE Salary and employee benefits 1,916 1,691 5,639 5,038 Occupancy 254 200 727 640 Equipment 337 345 1,010 1,034 Data Processing services 212 212 595 520 Goodwill amortization 25 26 76 77 Stationary and office supplies 91 72 283 216 Other 677 505 1,868 1,608 ---------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 3,512 3,051 10,198 9,133 ---------------------------------------------------------- INCOME BEFORE INCOME TAXES 1,970 1,706 5,501 4,803 Income taxes 507 491 1,413 1,338 ---------------------------------------------------------- NET INCOME $1,463 $1,215 $4,088 $3,465 ========================================================== Basic earnings per share $1.00 $0.83 $2.80 $2.36 Diluted earnings per share $0.99 $0.82 $2.76 $2.33 Dividends per share $0.34 $0.32 $0.34 $0.32 "See accompanying notes to financial statements" FIRST BANKING CENTER, INC. AND SUBSIDIARY UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine months ended September 30, 2001 2000 --------------------------- (In thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,088 $3,465 Depreciation 617 653 Provision for loan losses 270 270 Loans originated for sale (66,590) (21,507) Proceeds from sale of loans 65,878 23,347 Gain on sale of loans 0 (9) Gain on disposal of office building and equipment 0 104 Amortization of premiums and accretion of discounts on securities, net 37 37 Amortization 76 78 Loss on sale of investment securities 0 5 Increase in other assets (2,844) (804) Increase in accrued expenses and other liabilities 1,219 295 --------------------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 2,751 5,934 --------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in interest-bearing deposits in banks (9,471) (703) Net (increase) decrease in federal funds sold (4,332) 2,121 Activity in available for sale securities: Proceeds from sales of available for sale securities 2,786 8,669 Proceeds from maturities of available for sale securities 99,948 9,540 Purchase of available for sale securities (89,864) (25,156) Net increase in loans (34,706) (14,486) Purchase of office buildings and equipment, net (1,229) (1,061) --------------------------- NET CASH USED IN INVESTING ACTIVITIES (36,868) (21,076) --------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 2,931 15,318 Dividends paid (500) (474) Proceeds from other borrowings 25,000 0 Payments on other borrowings (14,180) (1,706) Net increase (decrease) in securities sold under agreements to repurchase and federal funds purchased 4,733 (4,131) Purchase of treasury stock (606) (403) Proceeds from reissuance of treasury stock under stock option plan 29 38 --------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 17,407 8,642 --------------------------- Net decrease in Cash and Due From Banks (16,710) (6,500) Cash and Due From Banks-Beginning of Period 29,287 19,123 --------------------------- --------------------------- Cash and Due From Banks-End of Period $12,577 $12,623 =========================== Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $11,347 $11,106 Income taxes $1,610 $1,000 Supplemental schedule of non-cash investing and financing activities: Net change in unrealized gain on available for sale securities $808 $454 "See accompanying notes to financial statements" FIRST BANKING CENTER, INC AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS September 30,2001 NOTE 1 - Basis of Presentation The unaudited consolidated financial statements include the accounts of First Banking Center, Inc. and its subsidiary (the "Company"). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the financial position, results of operation and cash flows for the interim periods have been made. The results of operations for the three and nine months ended September 30, 2001 are not necessarily indicative of the results to be expected for the entire fiscal year. The unaudited interim financial statements have been prepared in conformity with generally accepted accounting principles and industry practice. Certain information in footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles and industry practice has been condensed or omitted pursuant to rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's December 31, 2000 audited financial statements. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of income and expenses during the reported periods. Actual results could differ from those estimates. NOTE 2 - Earnings Per Share The following information calculates the computation of earnings per share on a basic and diluted basis. Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 ------------------------------------------------------------- (In thousands, except per share data) Basic Net income $1,463 $1,215 $4,088 $3,465 Weighted average shares outstanding 1,462 1,470 1,462 1,470 Basic earnings per share $1.00 $0.83 $2.80 $2.36 ============================================================= Diluted Net income $1,463 $1,215 $4,088 $3,465 Weighted average shares outstanding 1,462 1,470 1,462 1,470 Effect of dilutive stock options outstanding 18 15 18 15 ------------------------------------------------------------- Diluted weighted average shares outstanding 1,480 1,485 1,480 1,485 Diluted earnings per share $0.99 $0.82 $2.76 $2.33 ============================================================= NOTE 3-Comprehensive Income The following table presents our comprehensive income. Three Months Ended Nine Months Ended September 30, September 30, 2001 2000 2001 2000 ------------------------------------------------------------- (In thousands) (In thousands) Net income $1,463 $1,215 $4,088 $3,465 Other comprehensive income Net change in unrealized gain on available for sale securities $343 $443 $808 $454 ------------------------------------------------------------- Total comprehensive income $1,806 $1,658 $4,896 $3,919 ============================================================= 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 September 30, 2001 The following discussion provides additional analysis of the financial condition and results of operations of the Company for the nine months ended September 30, 2001. This discussion focuses on the significant factors that affected the Company's earnings so far in 2001, with comparisons to 2000. As of September 30, 2001, 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 intercompany 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 September 30, 2001, total Company assets were $454.4 million increasing 5.46% from $430.9 million as of December 31, 2000. Total income, as of September 30, 2001, was $4.1 million or $2.80 per share, increasing 18.0% from $3.5 million or $2.36 per share in 2000. The significant items resulting in the above-mentioned results are discussed below. Financial Condition Loans Loans outstanding were $355.9 million and $320.6 million on September 30, 2001 and December 31, 2000 respectively. This represents an increase of $35.3 million or 11.0%. The following table summarizes the changes to date in the major loan classifications. As a % of Total Loans September 30, December 31, Change in September 30, December 31, 2001 2000 Balance 2001 2000 ------------------------------------------------- ------------------------------------ ------------------------------------------------- ------------------------------------ (Amounts in million) Residential Real Estate $157.3 $135.7 $21.6 44.2% 43.9% Commercial Real Estate $87.9 $85.2 $2.7 24.7% 26.3% Construction and Land Development $40.0 $42.2 ($2.2) 11.3% 13.1% Commercial $29.9 $26.2 $3.7 8.4% 8.2% Allowance for Loan Losses The allowance for possible loan losses was $4.1 million or 1.2% of gross loans on September 30, 2001, compared with $3.9 million or 1.2% of gross loans on December 31, 2000. Net charge-offs were $93 thousand or .03% of gross loans, compared to net charge-offs of $14 thousand or .004% of gross loans for December 31, 2000. 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 is 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. Management reviews a calculation of the allowance for loan losses on a quarterly basis. 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. As of September 30, 2001, $270 thousand was charged to current earnings and added to the allowance for loan losses. Non-accrual, Past Due and Renegotiated Loans September 30, December 31, 2001 2000 -------------------------------- (In thousands) Non-accrual Loans (a) $1,479 $827 Past Due 90 days + 0 0 Restructured Loans 0 0 The policy of the Company is to place a loan on non-accrual status if: (a) payment in full of interest and principal is not expected, or (b) principal or interest has been in default for a period of 90 days or more unless the obligation is both in the process of collection and well secured. Well secured is defined as collateral with sufficient market value to repay principal and all accrued interest. A debt is in the process of collection if collection of the debt is proceeding in due course either through legal action, including judgement enforcement procedures, or in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the dept or in its restoration to current status. The non-accrual loans consisted primarily of $1.1 million of residential real estate loans, $154 thousand of commercial real estate, and $120 thousand of construction and land development loans. On September 30, 2001, the ratio of non-accrual loans to the allowance for loan losses was 36.0% compared to 21.1% on December 31, 2000. As of September 30, 2001, the Company had loans totaling $24,583,000 in addition to those listed as non-accrual, past due or renegotiated that were identified by the Banks' internal asset rating systems as classified assets and loans which management has determined require additional monitoring. This represents an increase of $7,207,000 or 41.5% from December 31, 2000. Management is not aware of any significant loans, group of loans or segments of the loan portfolio not included above, where full collectibility cannot reasonably be expected. Management has committed resources and is focusing on efforts designed to control the amount of classified assets. The company does not have a substantial portion of its loans concentrated in one or a few industries nor does it have any foreign loans outstanding as of September 30, 2001. The company's loans are concentrated geographically in the Wisconsin counties of Racine, Walworth, Kenosha, Lafayette and Green. Investments securities - Available for Sale The securities available-for-sale portfolio decreased $11.7 million or 17.9% from December 31, 2000. The decrease came in four areas of the portfolio. Commercial paper decreased $2.6 million due to maturities. Money market mutual funds decreased $4.2 as the proceeds were transferred to fed funds. Equity securities in the amount of $2.3 million were transferred to other assets due to changes required for regulatory reporting. U.S. Government Agency securities declined $10.0 due to the call features exercised by various Government Agencies. The Company purchased $82.6 million of U.S. Government Agency Discount Notes and had $80.2 million of U.S. Government Agency Discount Notes mature. These Discount Notes where used as collateral for the Company's sweep repurchase accounts. Deposits and Borrowed Funds Total deposits and borrowed funds were $406.8 million on September 30, 2001 compared to $388.3 million on December 31, 2000. This is an increase of $18.5 million or 4.8%. The increase in Federal Home Loan Borrowings came in the form of $5 million of 3 year fixed rate borrowings, $3 million of 10 year fixed rate borrowings which is callable in 3 years, and $2 million dollars or 3 year variable rate LIBOR based borrowings. The following table summarizes the changes in the major classifications of deposits and borrowed funds. September 30, December 31, Change in 2001 2000 Balance ---------------------------------- ----------- (Amounts in millions) Money Market and Savings $131.1 $121.8 $9.3 Demand Deposits $54.4 $59.6 ($5.2) Time Deposits less than $100,000 $93.7 $86.6 $7.1 Time Deposits equal or greater than $100,000 $36.1 $38.3 ($2.2) Securities sold under agreement to repurchase $22.0 $17.3 $4.7 Federal Home Loan Borrowings $46.2 $35.3 $10.9 Capital resources As of September 30, 2001, the Company's stockholders' equity increased $3.8 million or 10.1%. Net income of $4.1 million was the primary reasons for the increase in equity. The company purchased $606 thousand of treasury stock so far in 2001. Unrealized gains on available for sale securities increased $808 thousand to $1,016 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 11.3% at September 30, 2001, well above the 4% minimum required. Total capital to risk-adjusted assets was 12.4%, also well above the 8% minimum requirement. The leverage ratio was at 9.1% compared to the 4% minimum requirement. According to FDIC capital guidelines, the Company's subsidiary bank is considered to be "well capitalized." 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 was $13.5 million and $11.9 million for September 30, 2001 and September 30, 2000 respectively. Net interest income as a percentage of average earning assets (net interest margin) was 4.7% and 4.6% for the nine months ended 2001 and 2000 respectively. The following table summarizes the changes and reasons for the changes in interest income and fees on loans during 2001 and 2000. The increase in interest income and fees on loans as of September 30, 2001 and 2000 was primarily due to increased average earning assets. Dollar/rate change For the nine months ended: September 30, For the nine months ended: September 30, 2001 2000 2001 2000 ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- (Amounts in millions) Interest income $25.0 $23.7 $1.3 $2.7 Earning assets (Average balances) $393.5 $364.3 $29.2 $20.0 Yield on earning assets 8.48% 8.66% -0.18% 0.53% The following table summarizes the changes and reasons for the changes in interest expense for the nine months ended September 30, 2001 and 2000. As of September 30, 2001 average balances outstanding increased, however, rates paid for liabilities decreased causing no change in interest expense. The increase in interest expense as of September 30, 2000 was due to increased rates paid for liabilities and increased average balances outstanding. Dollar/rate change For the nine months ended: September 30, For the nine months ended: September 30, 2001 2000 2001 2000 ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- (Amounts in millions) Interest expense $11.1 $11.1 $0.0 $1.9 Interest bearing liabilities (Average balances) $327.7 $307.1 $20.6 $18.6 Cost of interest bearing liabilities 4.50% 4.83% -0.33% 0.56% The major component of interest income and fees on loans is the income generated by loans. The table below summarizes the income, average balance and yield on loans for 2001 and 2000. Dollar/rate change For the nine months ended: September 30, For the nine months ended: September 30, 2001 2000 2001 2000 ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- (Amounts in millions) Interest income $22.2 $20.4 $1.8 $2.7 Loans (Average balances) $333.9 $303.3 $30.6 $26.5 Yield on loans 8.85% 8.98% -0.13% 0.44% The major components of interest expense are interest paid on Certificates of Deposit (Time Deposits) and on Money Market Deposits. The tables below summarize the expense, average balance and rates on these components for 2001 and 2000. The increase in interest expense on Time Deposits was a result of an increase in average balances, as of September 30, 2001. The decrease in Money Market Deposits was a result of decreased rates paid, as of September 30, 2001. Dollar/rate change For the nine months ended: September 30, For the nine months ended: September 30, Time deposits 2001 2000 2001 2000 ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- (Amounts in millions) Interest expense $6.0 $5.9 $0.1 $0.7 Time deposits (Average balances) $174.7 $172.5 $2.2 $6.3 Cost of time deposits 4.61% 4.54% 0.07% 0.41% Dollar/rate change For the nine months ended: September 30, For the nine months ended: September 30, Money Market deposits 2001 2000 2001 2000 ---------------------------------------- ---------------------------------------- ---------------------------------------- ---------------------------------------- (Amounts in millions) Interest expense $3.1 $3.3 ($0.2) $1.1 Money Market deposits (Average balances) $101.1 $87.3 $13.8 $14.2 Cost of Money Market deposits 4.02% 4.99% -0.97% 0.95% Non-interest income Non-interest income increased $228 thousand or 10.0% as of September 30, 2001. The increase came in primarily two areas. Service charges on deposit accounts increased $134 thousand as the number of accounts grew and charges for some services were increased. Trust income increased $88 thousand as that line of business continues to grow. Non-interest expense Non-interest expense increased $1.1 million or 11.7% as of September 30, 2001. Salaries and benefits accounted for $601 thousand. The increase in salaries and benefits is due to normal wage increases, increased health insurance costs and additional staff resulting from the addition of two branches. Occupancy expense increased $87 thousand due primarily to increases in real estate and personal property taxes. Data processing costs increased $75 thousand due to increased volumes and additional services used. Other expenses increased $327 thousand. This is the result of opening two branches this year. 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 1-year time frame. The current percentage is a positive 11%, which compares to a positive 2% as of December 31, 2000. Liquidity Liquidity measures the ability of First Banking Center to meet maturing obligations and its existing commitments, to withstand fluctuations in deposit levels, to fund its operations, and to provide for customers' credit needs. One source of liquidity is cash and short-term assets, such as interest-bearing deposits in other banks and federal funds sold, which totaled $27.1 million at September 30, 2001, compared with $30.0 million at December 31, 2000. The Bank has a variety of sources of short-term liquidity available to it, including federal funds purchased from correspondent banks, sales of securities available for sale, FHLB advances, lines of credit and loan participations or sales. First Banking Center also generates liquidity from the regular principal payments and prepayments made on its portfolio of loans and mortgage-backed securities. The liquidity of First Banking Center is comprised of three primary classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities. Net cash provided by operating activities was $2.7 million. Net cash used in investing activities was $36.9 million. Net cash provided by financing activities was $17.4 million. As of September 30, 2000, net cash provided by operating activities was $5.9 million. Net cash used in investing activities was $21.1 million. Net cash provided by financing activities was $8.6 million. Impact of Inflation and Changing Prices The consolidated financial statements and the accompanying notes have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollar amounts without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of First Banking Center's operations. Unlike industrial companies, nearly all of the assets and liabilities of First Banking Center are monetary in nature. As a result, interest rates have a greater impact on First Banking Center's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods and services. Forward Looking Statements- Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 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. First Banking Center intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities 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 First Banking Center's future plans, strategies and expectations are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project" or similar expressions. First Banking Center's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on First Banking Center's operations and future prospects include, but are not limited to, 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 our market area, our implementation of new technologies, First Banking Center's ability to develop and maintain secure and reliable electronic systems 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. Current Accounting Developments Statement of Financial Accounting Standard ("SFAS") 133, Accounting for Derivative Instruments and Hedging Activities, as amended by SFAS 137 and 138 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. SFAS 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting. SFAS 133 was effective January 1, 2001. The Company adopted SFAS 133 and the implementation of this standard did not have a material impact on the Company's financial statements. SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of SFAS 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but it carries over most of SFAS 125's provisions without reconsideration. SFAS 140 provides consistent standards for distinguishing transfers of financial assets that are sales from transfers that are secured borrowings. The provisions of SFAS 140 are effective for transfers after March 31, 2001. It is effective for disclosures about securitizations and collateral and for recognition and reclassification of collateral for fiscal years ending after December 15, 2000. The Company adopted SFAS 140 and the implementation of this standard did not have a material impact on the Company's financial statements. On September 30, 2001, the Financial Accounting Standards Board finalized Statement of Financial Accounting Standards 141, Business Combinations (SFAS 141) and Statement of Financial Accounting Standards 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires all business combinations initiated after September 30, 2001 to be accounted for using the purchase method. Under the provisions of SFAS 142, goodwill is no longer subject to amortization over its estimated useful life, but instead will be subject to at least annual assessments for impairment by applying a fair-value based test. SFAS 142 also requires that an acquired intangible asset should be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the asset can be sold, transferred, licensed, rented or exchanged, regardless of the acquirer's intent to do so. The provisions of SFAS 142 are effective for fiscal years beginning after December 31, 2001. The Company is in the process of evaluating its goodwill and intangible assets for impairment under the provisions of SFAS 142. SFAS 143, Accounting for Asset Retirement Obligations, addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period it is incurred if a reasonable estimate of fair value can be made. The associated retirement costs are capitalized as a component of the carrying amount of the long-lived asset and allocated to expense over the useful life of the asset. The statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. Management does not believe the adoption of the statement will have a material impact on the Company's financial statements. SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets, establishes accounting and reporting standards for the impairment or disposal of long-lived assets. This statement supercedes SFAS 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed. SFAS 144 provides one accounting model to be used for long-lived assets to be disposed of by sale, whether previously held for use or newly acquired and broadens the presentation of discontinued operations to include more disposal transactions. The provisions of SFAS 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001. Management believes the adoption of the statement will not have a material effect on the Company's financial statements. Item 3. Quantitative and Qualitative Disclosures about Market Risk The company has not experienced any material changes to its market risk position since December 31, 2000, from that disclosed in the company's 2000 Form 10-K Annual Report. First Banking Center, like other financial institutions, is subject to direct and indirect market risk. Direct market risk exists from changes in interest rates. First Banking Center's net income is dependent on its net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net income. In an attempt to manage its exposure to changes in interest rates, management monitors First Banking Center's interest rate risk. The Asset/Liability Committee meets quarterly to review First Banking Center's interest rate risk position and profitability, and to make or recommend adjustments for consideration by the Board of Directors. Management also reviews the Bank's securities portfolio, formulates investment strategies, and oversees the timing and implementation of transactions to assure attainment of the Board's objectives in the most effective manner. Notwithstanding First Banking Center's interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income. In adjusting First Banking Center's asset/liability position, the Board and management attempt to manage First Banking Center's interest rate risk while maintaining or enhancing net interest margins. At times, depending on the level of general interest rates, the relationship between long-term and short-term interest rates, market conditions and competitive factors, the Board and management may decide to increase First Banking Center's interest rate risk position somewhat in order to increase its net interest margin. First Banking Center's results of operations and net portfolio values remain vulnerable to increases in interest rates and to fluctuations in the difference between long-term and short-term interest rates. One approach used to quantify interest rate risk is the net portfolio value ("NPV") analysis. In essence, this analysis calculates the difference between the present value of liabilities and the present value of expected cash flows from assets and off-balance-sheet contracts. The most recent NPV analysis, as of September 30, 2001, projects that net portfolio value would decrease by approximately 8.0% if interest rates would rise 200 basis points and would decrease by approximately 4.0% if interest rates would rise 100 basis points over the next year. It projects an increase in net portfolio value of approximately 10.6% if interest rates would drop 200 basis points and approximately 5.0% if interest rates would drop 100 basis points. Both simulations are within board-established policy limits. First Banking Center's policy is to limit the effect of a 200 basis point rate shock to plus or minus 20% of projected net interest income and to minus 35% of the market value of portfolio equity. First Banking Center does not currently engage in trading activities or use derivative instruments to control interest rate risk. Even though such activities may be permitted with the approval of the Board of Directors, First Banking Center does not intend to engage in such activities in the immediate future. Interest rate risk is the most significant market risk affecting First Banking Center. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of First Banking Center's business activities. 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 FIRST BANKING CENTER, INC AND SUBSIDIARIES SIGNATURES Pursuant to the requirements 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. November 14, 2001 _________________________ Date Brantly Chappell Chief Executive Officer November 14, 2001 __________________________ Date James Schuster Chief Financial Officer