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 March 31, 1997 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, 1,476,365 shares outstanding. PART I. FINANCIAL INFORMATION FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED BALANCE SHEET March 31, 1997 vs December 31, 1996 (Amounts in Thousands) ASSETS 3/31/97 12/31/96 Cash and due from banks $9,341 $21,412 Federal funds sold 7,670 7,905 Total Cash and Cash Equivalents 17,011 29,317 Interest bearing deposits in banks 1,425 4,869 Investment securities - Held to Maturity 0 0 Investment securities - Available for Sale 67,661 65,362 Loans 199,684 194,387 Less: Allowance for loan losses (2,965) (2,897) Total Net Loans 196,719 191,490 Property and Equipment 6,557 6,595 Other Assets 7,597 7,087 TOTAL ASSETS $296,970 $304,720 LIABILITIES Deposits Non-interest bearing demand $34,587 $37,109 Interest bearing demand 22,189 25,216 Money market demand 46,053 42,355 Savings 33,892 33,091 Time 104,515 97,088 Total Deposits 241,236 234,859 Fed Funds Purchased and Securities sold under agreements to repurchase 16,530 30,925 U S Treasury note account 540 540 Long-term borrowings 9,339 9,489 Accrued interest and other liabilities 2,698 2,667 TOTAL LIABILITIES $270,343 $278,480 STOCKHOLDERS' EQUITY Common Stock, $1.00 par value 3,000,000 shares authorized 1,476,365 shares issued $1,476 $1,476 Surplus 4,094 4,091 Retained Earnings 21,349 20,703 Net unrealized loss on available for sale securities (292) (30) Subtotal 26,627 26,240 Treasury Stock 0 0 TOTAL STOCKHOLDERS' EQUITY $26,627 $26,240 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $296,970 $304,720 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED STATEMENT OF INCOME as of March 31, 1997 and 1996 (Amounts in Thousands) Quarter-to-Date Year-to-Date 3/31/97 3/31/96 3/31/97 3/31/96 INTEREST INCOME Interest and fees on loans $4,336 $3,982 $4,336 $3,982 Interest on deposits in banks 71 49 71 49 Interest on federal funds sold and repurchase agreements 94 67 94 67 Interest on securities: U.S. Government and other 695 727 695 727 Tax Exempt Securities 259 154 259 154 TOTAL INTEREST INCOME 5,455 4,979 5,455 4,979 INTEREST EXPENSE Interest on deposits 2,297 2,033 2,297 2,033 Int on fed funds purch. and securities sold under agreements to repurchase 265 283 265 283 Int on U S Treasury Note Account 5 6 5 6 Int on long-term borrowings 158 130 158 130 TOTAL INTEREST EXPENSE 2,725 2,452 2,725 2,452 Net interest Income 2,730 2,527 2,730 2,527 Provision for loan losses 83 99 83 99 NET INT. INC. AFTER PROVISION FOR LOAN LOSSES 2,647 2,428 2,647 2,428 OTHER OPERATING INCOME Trust department income 96 81 96 81 Service charges on deposits 246 181 246 181 Invest. security gains/(losses) 0 0 0 0 Other income 160 98 160 98 TOTAL OTHER OPERATING INCOME 502 360 502 360 OTHER OPERATING EXPENSE Employee expense 1,211 918 1,211 918 Occupancy expense 184 175 184 175 Equipment expense 232 170 232 170 Computer services 113 89 113 89 Other expense 521 388 521 388 TOTAL OTHER OPERATING EXPENSE 2,261 1,740 2,261 1,740 Income before income taxes 888 1,048 888 1,048 Income taxes 242 336 242 336 NET INCOME $646 $712 $646 $712 Earnings per share $0.44 $0.49 $0.44 $0.49 Average shares outstanding 1,476 1,468 1,476 1,468 FIRST BANKING CENTER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS BURLINGTON, WISCONSIN Y-T-D ending March 31, 1997 and 1996 Increase (decrease) in Cash and Cash Equivalents (Amounts in Thousands) 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES Net income $646 $712 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 201 133 Provision for loan losses 83 99 Provision for deferred taxes 0 0 Amortization and accretion of bond premiums and discounts - net 27 40 Amortization of excess cost over equity in underlying net assets of subsidiary 26 1 Investment securities (gains) losses 0 0 (Increase) decrease in assets: Interest receivable (341) 68 Other assets (60) (928) Increase (decrease) in liabilities: Taxes payable 196 290 Interest payable (102) 32 Other liabilities (64) (99) TOTAL ADJUSTMENTS (34) (364) NET CASH PROVIDED FROM OPERATING ACTIVITIES $612 $348 CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in interest-bearing deposits $3,444 $1,138 Proceeds from sales of available for sale securities 0 0 Proceeds from maturities of available for sale securities 23,112 17,387 Purchase of available for sale securities (25,835) (16,092) Proceeds from maturity of held to maturity securities 0 2,290 Purchase of held to maturity securities 0 (2,901) Net (increase) decrease in loans (5,312) (83) Purchase of office buildings and equipment (162) (502) NET CASH USED IN INVESTING ACTIVITIES ($4,753) $1,237 FIRST BANKING CENTER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) BURLINGTON, WISCONSIN Y-T-D ending March 31, 1997 and 1996 Increase (decrease) in Cash and Cash Equivalents (Amounts in Thousands) 1997 1996 CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits $6,377 ($7,704) Dividends paid 0 0 Net increase (decrease) in Long-term Borrowings (150) (339) Net increase (decrease) in U S Treasury Note Account 0 542 Net increase (decrease) in fed funds purchased and securities sold under repurchase agreements (14,395) 142 Proceeds from stock options exercised 3 1 NET CASH PROVIDED BY FINANCING ACTIVITIES ($8,165) ($7,358) Net increase (decrease) in cash and cash equivalents (12,306) (5,773) Cash and cash equivalents at beginning of year 29,317 22,188 Cash and cash equivalents at end of quarter $17,011 $16,415 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid (received) during the year for: Interest $2,827 $2,420 Income taxes (received) $47 $47 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED STATEMENT OF CHANGES IN COMPONENTS OF STOCKHOLDERS' EQUITY As of March 31, 1997 (Amounts in Thousands) COMMON RETAINED AVAILABLE TREASURY STOCK SURPLUS EARNINGS FOR SALE STOCK SECURITIES Balances December 31, 1995 $1,468 $3,995 $18,570 ($148) ($1) Net income-YTD 1996 712 Cash dividend paid $0.00 per share 0 Exercise of Stock options 1 Change in unrealized loss on available for sale securities (125) Balances March 31, 1996 1,468 3,995 19,282 (273) 0 Balances December 31, 1996 $1,476 $4,091 $20,703 ($30) $0 Net income-YTD 1997 646 Cash dividend paid $0.00 per share 0 Exercise of Stock options 3 Change in unrealized loss on available for sale securities (262) Balances March 31, 1997 $1,476 $4,094 $21,349 ($292) $0 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of March 31, 1997 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 1996 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 March 31, 1997 The following is a discussion of the financial condition and results of operations of the Company for the year-to-date ended March 31, 1997. Financial condition Loans As of March 31, 1997, loans outstanding were $199.6 million an increase of $5.3 million or 2.72% from December 31, 1996. During this three month period, Construction and Land Development loans decreased by $2.3 million and Commercial loans increased $3.9 million or 9.2% and 12.5% respectively. At March 31, 1997, Construction and Land Development loans were at $23 million or 11.4% of total loans, Residential Real Estate loans were at $80.7 million or 40.4% of total loans, and Commercial loans were at $34.6 million or 17.3% of total loans. Allowance for Loan Losses The allowance for possible loan losses was $3 million or 1.48% of gross loans on March 31, 1997, compared with $2.9 million or 1.49% of gross loans on December 31, 1996. Net charge offs for the three month period ended March 31, 1997, were -$15 thousand, or -.01% of gross loans, compared to - -$20 thousand or .01% of gross loans for the same period in 1996. As of March 31, 1997, loans on non-accrual status totaled 448 thousand or .22% of gross loans compared to $217 thousand or .13% of gross loans on March 31, 1996, and $260 thousand or .13% of gross loans on December 31, 1996. The non-accrual loans consisted primarily of real estate loans of which $204 thousand or 46% were single family dwellings. On March 31, 1997, the ratio of non-accrual loans to the allowance for loan losses was 15.1% compared to 9% on December 31, 1996. 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 three month period ended March 31, 1997, $83 thousand was charged to current earnings and added to the allowance for loan losses. Investment securities - Available for Sale The securities available-for-sale portfolio increased $2.3 million from December 31, 1996, to March 31, 1997. Deposits and Borrowed Funds As of March 31, 1997, total deposits were $241 million, which is an in- crease of $6.4 million or 2.7% from December 31, 1996. Interest Bearing Demand Deposits decreased $3.4 million or 12%. Demand deposits decreased $2.5 million or 6.8% since December 31, 1996. Time deposits decreased $7.4 million or 7.6% since December 31, 1996. Securities sold under agreements to repurchase decreased $14.3 million or 46.5% and Federal Home Loan Borrowings decreased $150 thousand or 1.6% since December 31, 1996. 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. Securities Sold Under Agreements to Repurchase (Repos) declined by $14.4 million. This decline was funded by a decrease in Cash and by a shift in funds from Repos to Deposits. Total Loans increased $5.2 million and Investment Securities increased by $2.2 million. These increases were funded by the $6.4 million increase in Deposit balances. 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 three month period ended March 31, 1997 the Company reported earnings of $646 thousand a decrease of $66 thousand or 9.3% over the same period in 1996. Net Interest Income Net interest income for the three months ended March 31, 1997, was $2.7 million compared to $2.5 million for the same period in 1996. The increase in net interest income is the result of a $476 thousand increase in interest income and only a $273 thousand increase in interest expense. The increase in interest income is a result of a 15.1% increase in average loan balances. The increase in interest expense is due to increased rates paid and increased average balances of 18.8%. 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 maintaining the allowance at an adequate level. During the first three months of 1997, provisions charged against 1996 income were $83,000 which was a decrease of 16.2% as compared to the same period in 1996. Non-interest income and expense Non-interest income for the first three months of 1997 increased $142 thousand or 39.4% from the same period in 1996. This increase is due primarily to increased income from service charges on deposit, which increased $65 thousand or 35.9%. Non-interest expense for the first three months of 1997 as compared to the same period during 1996 increased $521 thousand or 29.9%. Occupancy expense increased $9 thousand or 5.1%, and equipment expense increased $62 thousand or 36.5%. Employee expense showed the second largest increase of $639 thousand or 25.5%. These increases are a result of an increase in personnel and new locations. 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, 1996, 1996, 1994 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 general practices 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 and consumer loans, accepts deposits and provides trust services to customers primarily in southeastern and south central Wisconsin. The subsidiary Banks are subject to competition from other financial institutions and nonfinancial institutions providing financial products. Additionally the Company and the subsidiary 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 subsidiary Banks maintain amounts due from banks which, at times, may exceed federally insured limits. The subsidiary Banks have not experienced any losses in such accounts. Held to maturity securities: Securities classified as held to maturity are those debt securities the subsidiary Banks have 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. The sale of a security within three months of its maturity date or after collection of at least 85 percent of the principal outstanding at the time the security was acquired is considered a maturity for purposes of classification and disclosure. Available for sale securities: Securities classified as available for sale are those debt securities that the subsidiary Banks intend 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 Banks' assets and liabilities, liquidity needs, regulatory capital consideration, and other similar factors. Securities available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in stockholders' equity, 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. Trading securities: Trading securities, which are generally held for the short term, usually under 90 days, in anticipation of market gains, are carried at fair value. Realized and unrealized gains and losses on trading account assets are included in interest income on trading account securities. Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported 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. 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. 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. 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. 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 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. 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: 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 cash equivalents Federal funds sold Short-term borrowing Accrued interest receivable Accrued interest payable Variable rate loans that reprice frequently where no significant change in credit risk has occurred Demand deposits Variable rate money market accounts Variable rate certificate of deposit Trading account securities Available for sale securities Quoted market prices: Where available, or if not available, based on quoted market prices of comparable instruments for the following instrument: Held to maturity securities 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 Notes payable and other borrowing 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 consists of nonfee-producing, variable rate commitments, the Company had determined it does not have a distinguishable fair value. 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. May 14, 1997 ROMAN BORKOVEC Date Roman Borkovec, President & Chief Executive Officer May 14, 1997 JAMES SCHUSTER Date James Schuster, Chief Accounting Officer