UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 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) (414) 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 the latest practicable date. Common Stock, $1.00 par value, 1,472,748 shares outstanding. PART I. FINANCIAL INFORMATION FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED BALANCE SHEET June 30, 1996 vs December 31, 1995 (Amounts in Thousands) ASSETS 6/30/96 12/31/95 Cash and due from banks $10,305 $17,638 Federal funds sold 2,452 4,550 Total Cash and Cash Equivalents 12,757 22,188 Interest bearing deposits in banks 2,682 4,303 Investment securities - Held to Maturity (Market values $33,856; $28,759 respectively) 31,421 29,905 Investment securities - Available for Sale 27,704 30,092 Loans 172,332 170,355 Less: Allowance for loan losses (2,553) (2,336) Total Net Loans 169,779 168,019 Property and Equipment 5,754 5,071 Other Assets 5,237 4,990 TOTAL ASSETS $255,334 $264,568 LIABILITIES Deposits Non-interest bearing demand $29,662 $32,995 Interest bearing demand 17,638 25,007 Money market demand 34,451 36,167 Savings 26,994 25,425 Time 91,515 89,236 Total Deposits 200,260 208,830 Fed Funds Sold and Securities sold under agreements to repurchase 19,681 20,225 U S Treasury note account 540 91 Long-term borrowings 7,722 8,933 Accrued interest and other liabilities 2,436 2,605 TOTAL LIABILITIES $230,639 $240,684 STOCKHOLDERS' EQUITY Common Stock, $1.00 par value 3,000,000 shares authorized 1,472,748 shares issued $1,473 $1,468 Surplus 4,048 3,995 Retained Earnings 19,580 18,570 Net unrealized loss on available for sale securities (406) (148) Subtotal 24,695 23,885 Treasury Stock 0 (1) TOTAL STOCKHOLDERS' EQUITY $24,695 $23,884 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $255,334 $264,568 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED STATEMENT OF INCOME as of June 30, 1996 and 1995 (Amounts in Thousands) Quarter-to-Date Year-to-Date 6/30/96 6/30/95 6/30/96 6/30/95 INTEREST INCOME Interest and fees on loans $4,076 $3,710 $8,058 $7,141 Interest on deposits in banks 40 72 89 101 Interest on federal funds sold and repurchase agreements 74 99 141 150 Interest on securities: U.S. Government and other 676 679 1,403 1,376 Tax Exempt Securities 170 118 324 239 TOTAL INTEREST INCOME 5,036 4,678 10,015 9,007 INTEREST EXPENSE Interest on deposits 1,986 1,883 4,019 3,550 Int on fed funds sold and securities sold under agreements to repurchase 268 214 551 428 Int on U S Treasury Note Account 4 8 10 17 Int on long-term borrowings 125 137 255 234 TOTAL INTEREST EXPENSE 2,383 2,242 4,835 4,229 Net interest Income 2,653 2,436 5,180 4,778 Provision for loan losses 99 70 198 135 NET INT. INC. AFTER PROVISION FOR LOAN LOSSES 2,554 2,366 4,982 4,643 OTHER OPERATING INCOME Trust department income 81 75 162 150 Service charges on deposits 203 179 384 343 Invest. security gains/(losses) 0 0 0 (11) Other income 94 106 192 189 TOTAL OTHER OPERATING INCOME 378 360 738 671 OTHER OPERATING EXPENSE Employee expense 1,191 896 2,109 1,678 Occupancy expense 144 125 319 269 Equipment expense 187 128 357 260 Computer services 103 86 192 156 Other expense 329 425 717 895 TOTAL OTHER OPERATING EXPENSE 1,954 1,660 3,694 3,258 Income before income taxes 978 1,066 2,026 2,056 Income taxes 341 365 677 689 NET INCOME $637 $701 $1,349 $1,367 Earnings per share $0.43 $0.48 $0.92 $0.93 Average shares outstanding 1,470 1,463 1,469 1,463 FIRST BANKING CENTER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS BURLINGTON, WISCONSIN Y-T-D ending June 30, 1996 and 1995 Increase (decrease) in Cash and Cash Equivalents (Amounts in Thousands) 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Net income $1,349 $1,367 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 285 246 Provision for loan losses 198 135 Provision for deferred taxes 0 0 Amortization and accretion of bond premiums and discounts - net 76 56 Amortization of excess cost over equity in underlying net assets of subsidiary 2 1 Investment securities (gains) losses 0 11 (Increase) decrease in assets: Interest receivable 85 (251) Other assets (207) 53 Increase (decrease) in liabilities: Taxes payable (131) (103) Interest payable (18) 244 Other liabilities (19) 77 TOTAL ADJUSTMENTS 271 469 NET CASH PROVIDED FROM OPERATING ACTIVITIES $1,620 $1,836 CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in interest-bearing deposits $1,621 ($955) Proceeds from sales of available for sale securities 0 1,000 Proceeds from maturities of available for sale securities 22,234 14,081 Purchase of available for sale securities (20,267) (21,403) Proceeds from maturity of held to maturity securities 2,942 2,978 Purchase of held to maturity securities (4,499) (1,641) Net (increase) decrease in loans (1,958) (4,319) Purchase of office buildings and equipment (968) (438) NET CASH USED IN INVESTING ACTIVITIES ($895) ($10,697) FIRST BANKING CENTER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) BURLINGTON, WISCONSIN Y-T-D ending June 30, 1996 and 1995 Increase (decrease) in Cash and Cash Equivalents (Amounts in Thousands) 1996 1995 CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits ($8,570) $4,130 Dividends paid (339) (293) Net increase (decrease) in Long-term Borrowings (1,211) 2,547 Net increase (decrease) in U S Treasury Note Account 449 1,940 Net increase (decrease) in fed funds sold and securities sold under repurchase agreements (544) 1,530 Proceeds from stock options exercised 59 1 NET CASH PROVIDED BY FINANCING ACTIVITIES ($10,156) $9,855 Net increase (decrease) in cash and cash equivalents (9,431) 994 Cash and cash equivalents at beginning of year 22,188 12,087 Cash and cash equivalents at end of quarter $12,757 $13,081 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid (received) during the year for: Interest $4,583 $3,985 Income taxes (received) $809 $792 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED STATEMENT OF CHANGES IN COMPONENTS OF STOCKHOLDERS' EQUITY As of June 30, 1996 (Amounts in Thousands) COMMON RETAINED AVAILABLE TREASURY STOCK SURPLUS EARNINGS FOR SALE STOCK SECURITIES Balances December 31, 1994 $1,468 $3,986 $16,353 ($927) ($54) Net income-YTD 1995 1,367 Cash dividend paid $0.20 per share (293) Exercise of Stock options 1 Change in unrealized loss on available for sale securities 676 Balances June 30, 1995 1,468 3,986 17,427 (251) (53) Balances December 31, 1995 $1,468 $3,995 $18,570 ($148) ($1) Net income-YTD 1996 1,349 Cash dividend paid $0.23 per share (339) Exercise of Stock options 5 53 1 Change in unrealized loss on available for sale securities (258) Balances June 30, 1996 $1,473 $4,048 $19,580 ($406) $0 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 1996 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 A to the registrant's financial statements in the 1995 First Banking Center, Inc. (the "Company") annual report which is incorporated by reference herein (see exhibit A). Item 2 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As of June 30, 1996 The following is a discussion of the financial condition and results of operations of the Company for the year-to-date ended June 30, 1996. Financial condition Loans As of June 30, 1996, loans outstanding were $172.3 million an increase of $2 million or 1.16% from December 31, 1995. During this six month period, Construction and Land Development loans increased by $1.9 million and Commercial loans increased $6.3 million or 9.36% and 22.8% respectively. At June 30, 1996, Construction and Land Development loans were at $22.6 million or 13.1% of total loans, Residential Real Estate loans were at $61.7 million or 35.8% of total loans, and Commercial loans were at $33.9 million or 19.7% of total loans. Allowance for Loan Losses The allowance for possible loan losses was $2.6 million or 1.48% of gross loans on June 30, 1996, compared with $2.3 million or 1.37% of gross loans on December 31, 1995. Net charge offs for the six month period ended June 30, 1996, were -$19 thousand, or -.01% of gross loans, compared to $20 thousand or .01% of gross loans for the same period in 1995. As of June 30, 1996, loans on non-accrual status totaled $566 thousand or .33% of gross loans compared to $900 thousand or .56% of gross loans on June 30, 1996, and $1.5 million or .88% of gross loans on December 31, 1995. The non-accrual loans consisted primarily of real estate loans of which $470 thousand or 86.4% were single family dwellings. On June 30, 1996, the ratio of non-accrual loans to the allowance for loan losses was 22.2% compared to 64.2% on December 31, 1995. The Banks evaluate 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 losses is maintained at a level considered 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 and projected economic trends; the volume, growth and composition of the loan portfolio; and other relevant factors. Reports of examinations furnished by State and Federal banking authorities are also considered by management in this regard. During this six month period ended June 30, 1996, $198 thousand was charged to current earnings and added to the allowance for loan losses. Investment securities - Held to Maturity The securities held-to-maturity portfolio increased $1.5 million from $29.9 to $31.4 million or 5.1% from December 31, 1995, to June 30, 1996. Investment securities - Available for Sale The securities available-for-sale portfolio decreased $2.4 million from $30.0 to $27.8 million or 7.9% from December 31, 1995, to June 30, 1996. Deposits and Borrowed Funds As of June 30, 1996, total deposits were $200.2 million, which is a decrease of $8.6 million or 4.1% from December 31, 1995. Interest Bearing Demand Deposits decreased $7.4 million or 29.5%, Demand deposits decreased $3.3 million or 10.1% since December 31, 1995. Time deposits increased $3.2 million or 3.6% since December 31, 1995. Securities sold under agreement to repurchase decreased $544 thousand or 2.7% and Federal Home Loan Borrowings decreased $671 thousand or 7.5% since December 31, 1995. 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 Company 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 Company's strategy with respect to asset/liability management is to maximize net interest income while limiting our 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. Liquidity The liquidity position of the Company is managed to insure 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 and money market assets such as Interest Bearing Deposits in Banks and Federal Funds Sold. The banks are members of the Federal Home Loan Bank system which provides the company with an additional source of liquidity. Total deposits declined $8.6 million during the first six months of 1996. Liquidity for this deposit run off was funded by Cash in Banks and the maturity of Available for Sale Securities. 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. Results of Operations Overview For the six month period ended June 30, 1996 the Company reported earnings of $1.3 million an increase of $18 thousand or 1.3% over the same period in 1995. Net Interest Income Net interest income for the six months ended June 30, 1996, was $5.1 million compared to $4.8 million for the same period in 1995. The increase in net interst income is the result of a $1.0 million increase in interest income and only a $606 thousand increase in interest expense. The increase in interest income is a result of a $917 thousand increase in loan balances. The increase in interest expense is due to increased rates paid and increased balances. Average loans outstanding increased 7.1% and average deposits increased 5.9%. The yield on loans increased 5.0% and the rates on deposits increased 6.9%. Provision for Loan Losses The Banks have 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 maintainings the allowance at an adequate level. During the first six months of 1996 provisions charged against 1996 income were $198,000 which was an increase of 47% as compared to the same period in 1995. Non-interest income and expense Non-interest income for the first six months of 1996 increased $67 thousand or 10.0% from the same period in 1995. This increase is due primarily to increased income from service charges on deposit, which increased $52 thousand or 11.0%. Non-interest expense for the first six months of 1996 as compared to the same period during 1995 increased $436 thousand or 26.0%, occupancy expense increased $50 thousand or 19.0%, and equipment expense increased $97 thousand or 37.0%. PART II - OTHER INFORMATION Item I. Legal Proceedings none Item II. Changes in Securities none Item III. Defaults Upon Senior Securities none Item IV. Submission of Matters to a Vote of Security Holders none Item V. Other Information none Item VI. Exhibits and Reports on Form 8-K none EXHIBIT A: FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1995, 1994, 1993 NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Consolidation: The consolidated financial statements of First Banking Center, Inc. include the accounts of its wholly owned subsidiaries, First Banking Center - Burlington and First Banking Center - Albany. First Banking Center - Burlington includes the accounts of its wholly owned subsidiary, First Banking Center Burlington Investment Corporation. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles and conform to predominate practice within the banking industry. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Nature of banking activities: The consolidated income of First Banking Center, Inc. is principally from income of the two bank subsidiaries. The subsidiary Banks grant agribusiness, commercial, residential loans, deposit and trust services to customers primarily in southeastern and south central Wisconsin. The Banks are subject to competition from other financial institutions and nonfinancial institutions providing financial products. Additionally the Company and the Banks are subject to the regulations of certain regulatory agencies and undergo periodic examination by those regulatory agencies. Basis of financial statement presentation: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Cash and cash equivalents: For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, federal funds sold and investments with an original maturity of three months or less. Generally, federal funds are sold for one-day periods. The Banks maintain amounts due from banks which, at times, may exceed federally insured limits. The Banks have not experienced any losses in such accounts. Investment in debt and marketable equity securities: As of January 1, 1994, the Company changed its method for accounting for debt and equity securities in accordance with FASB Statement No. 115. This statement requires that management determine the appropriate classification of securities at the date of adoption and thereafter as each individual security is acquired. In addition, the appropriateness of such classification should be reassessed at each balance sheet date. The January 1, 1994 balance of stockholders' equity was decreased by $71,000 net of the $37,000 related tax effect, to recognize the net unrealized holding loss on securities at that date. The classifications and related accounting policies under FASB Statement No. 115 are as follows: Available for sale securities: Securities classified as available for sale are those debt securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Available for sale securities also includes equity securities. 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 Company's assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Securities available for sale are carried at fair value. Unrealized gains or losses net of the related deferred tax effect are reported as increases or decreases in stockholders' equity. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Held to maturity securities: Securities classified as held to maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by the interest method over their contractual lives. Transfers of debt securities into the held to maturity classification (if any) from the available for sale classification are made at fair value on the date of transfer. The unrealized holding gain or loss on the date of transfer is retained in the separate component of stockholders' equity and in the carrying value of the held to maturity securities. Such amounts are amortized over the remaining contractual lives of the securities by the interest method. Held for investment securities: At December 31, 1993, investment securities were stated at cost adjusted for amortization of premiums and accretion of discounts using a level yield method. Realized gains or losses on the sale of securities were determined on the basis of the specific security sold and were included in earnings. Loans: Loans are stated at the amount of unpaid principal reduced by the allowance for loan losses. Interest on loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. Accrual of interest on impaired loans is discontinued when, in the opinion of management, there is reasonable doubt as to the borrower's ability to meet payments of interest or principal when they become due. Cash collections on impaired loans that are on a non-accrual basis 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. On January 1, 1995, the Company adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 114, "Accounting by Creditors for Impairment of a Loan," as amended by FASB 118, which requires loans to be considered impaired when, based on current information and events, it is probable the Banks will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. The portion of the allowance for loan losses applicable to impaired loans has been computed based on the present value of the estimated future cash flows of interest and principal discounted at the loan's effective interest rate or on the fair value of the collateral for collateral dependent loans. 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 is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible, based on evaluation of the collectibility of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrower's ability to pay. 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 banks 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. 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 3 to 15 years for equipment. 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. 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. The differences relate principally to the reserve for loan losses, non-accrual loan income, deferred compensation and 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. Off-balance-sheet financial instruments: In the ordinary course of business the subsidiary Banks have 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. The Company enters into interest rate swap agreements to manage interest rate exposure in its loan portfolio from changes in market interest rates. The interest rate swap agreements represent an exchange of interest payments with independent parties to hedge forward interest rate exposure on certain fixed rate loans. The interest differential to be paid or received on interest rate swap agreements is accrued monthly and recognized over the life of the agreement. The related amount payable to or receivable from counterparties is included in other liabilities or assets. The fair values of the swap agreements are not recognized in the consolidated financial statements. Gain or losses on the sale of any interest rate contract are deferred and amortized as a yield adjustment to the underlying assets or liabilities which were originally hedged. The Company had no deferred gains or losses for interest rate contracts at December 31, 1995 and 1994. 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. Earnings per share: Earnings per share are computed based upon the weighted average number of common and common equivalent shares outstanding during each year. In the computation of weighted average shares outstanding 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. Fully diluted earnings per share are computed in a similar manner except, to reflect maximum potential dilution, the market price at the close of the reported period is used if higher than the average market price during the year. Fair value of financial instruments: FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments, both assets and liabilities, 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 107 excludes certain financial instruments and all nonfinancial 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: Cash and cash equivalents: The carrying amounts reported in the balance sheet for cash and short-term instruments approximate their fair values. Investment securities (including mortgage-backed securities): Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Loans receivable: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for fixed rate loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. Deposit liabilities: The fair values disclosed for demand deposits equal their carrying amounts which represents the amount payable on demand. The carrying amounts for variable-rate, fixed term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected maturities on time deposits. Short-term borrowings: The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings approximate their fair values. Long-term borrowing: The fair values for the fixed rate borrowings are estimated using a discounted cash flow calculation that applies interest rates currently being offered on the borrowings to a schedule of aggregated expected maturities on the borrowings. Off-balance-sheet instruments: The estimated fair value of fee income on letters of credit is insignificant. Loan commitments on which the committed interest rate is different than the current market rate are also insignificant. The fair values of interest rate swap agreements are obtained from dealer quotes. These values represent the estimated amount the Company would receive or pay to terminate the contracts or agreements taking into account current interest rates and, when appropriate, the current creditworthiness of the counterparty. Emerging Accounting Standards: Accounting for Mortgage Servicing Rights: FASB has issued Statement No. 122, Accounting for Mortgage Servicing Rights. Statement No. 122 amends certain provisions of Statement No. 65 to eliminate the accounting distinction between rights to service mortgage loans for others that are acquired through loan origination activities and those acquired through purchase transactions. If the Company sells or securitizes mortgage loans and retains the mortgage servicing rights, the Company should allocate the total cost of mortgage loans to the mortgage servicing rights and the loans (without the mortgage servicing rights) based on their relative fair values. Any costs allocated to mortgage servicing rights should be recognized as a separate asset. This Statement is effective for the Company's year ending December 31, 1996. The Company has not early adopted FASB 122 as management believes the effect would not be material. Stock-Based Compensation: The FASB has issued Statement No. 123, Accounting for Stock-Based Compensation. FASB No. 123 encourages, but does not require, the Company to account for stock-based compensation awards on the basis of fair value at the date the awards are granted. The fair value of the award would be shown as an expense on the income statement. However, the FASB also allows the Company to continue to measure compensation cost using the intrinsic value as prescribed by APB No. 25. If the Company elects to use the intrinsic value, they will not show an expense in the income statement, however, they will be required to provide new footnote disclosures about the stock-based compensation and must make pro forma disclosures of net income and earnings per share as if the fair value-based method of accounting had been applied. This statement is effective for the Company's year ending December 31, 1996. The Company has not early adopted FASB No. 123 as management believes the effect will not be material. FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN 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. August 9, 1996 _______________________________________ Date Roman Borkovec, President & Chief Executive Officer August 9, 1996 _______________________________________ Date James Schuster, Chief Accounting Officer