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 September 30, 1998 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, 1,487,798 shares outstanding. ITEM I. FINANCIAL INFORMATION FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED BALANCE SHEET September 30, 1998 vs December 31, 1997 (Amounts in Thousands) ASSETS 9/30/98 12/31/97 Cash and due from banks $9,274 $16,286 Federal funds sold 0 0 Total Cash and Cash Equivalents 9,274 16,286 Interest bearing deposits in banks 163 820 Investment securities - Available for Sale 56,433 74,601 Loans 254,918 224,108 Less: Allowance for loan losses (3,368) (3,132) Total Net Loans 251,550 220,976 Property and Equipment 9,328 7,650 Other Assets 7,711 7,500 TOTAL ASSETS $334,459 $327,833 LIABILITIES Deposits Non-interest bearing demand $39,288 $40,090 Interest bearing transaction 21,629 25,628 Money market and Savings 91,802 80,865 Time 109,220 106,316 Total Deposits 261,939 252,899 Fed Funds Purchased and Securities sold under agreements to repurchase 21,333 30,286 U S Treasury note account 97 540 Long-term borrowings 16,061 11,957 Accrued interest and other liabilities 3,652 3,231 TOTAL LIABILITIES $303,082 $298,913 STOCKHOLDERS' EQUITY Common Stock, $1.00 par value 3,000,000 shares authorized 1,487,798 shares issued $1,488 $1,485 Surplus 4,295 4,221 Retained Earnings 24,876 22,845 Net unrealized gain on available for sale securities 718 369 Subtotal 31,377 28,920 Treasury Stock 0 0 TOTAL STOCKHOLDERS' EQUITY $31,377 $28,920 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $334,459 $327,833 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED STATEMENT OF INCOME as of September 30, 1998 and 1997 (Amounts in Thousands) Quarter-to-Date Year-to-Date 9/30/98 9/30/97 9/30/98 9/30/97 INTEREST INCOME Interest and fees on loans $5,636 $4,743 $16,164 $13,652 Interest on deposits in banks 11 19 33 109 Interest on federal funds sold and repurchase agreements 53 92 117 227 Interest on securities: U.S. Government and other 475 656 1,588 2,067 Tax Exempt Securities 265 281 915 825 TOTAL INTEREST INCOME 6,440 5,791 18,817 16,880 INTEREST EXPENSE Interest on deposits 2,581 2,431 7,551 7,088 Int on fed funds purch. and securities sold under agreements to repurchase 247 256 837 759 Int on U S Treasury Note Account 1 5 14 16 Int on long-term borrowings 225 147 652 451 TOTAL INTEREST EXPENSE 3,054 2,839 9,054 8,314 Net interest Income 3,386 2,952 9,763 8,566 Provision for loan losses 83 58 248 223 NET INT. INC. AFTER PROVISION FOR LOAN LOSSES 3,303 2,894 9,515 8,343 OTHER OPERATING INCOME Trust department income 89 62 266 254 Service charges on deposits 308 311 866 836 Invest. security gains/(losses) (2) 2 (3) 2 Other income 231 192 707 472 TOTAL OTHER OPERATING INCOME 626 567 1,836 1,564 OTHER OPERATING EXPENSE Employee expense 1,462 1,272 4,454 3,871 Occupancy expense 179 150 530 481 Equipment expense 295 251 845 722 Computer services 132 114 332 341 Other expense 589 553 1,813 1,635 TOTAL OTHER OPERATING EXPENSE 2,657 2,340 7,974 7,050 Income before income taxes 1,271 1,121 3,377 2,857 Income taxes 368 325 944 784 NET INCOME $904 $796 $2,433 $2,073 Earnings per share-Basic $0.61 $0.54 $1.64 $1.40 Earnings per share-Diluted $0.60 $0.53 $1.62 $1.39 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME as of September 30, 1998 and 1997 (Amounts in Thousands) Quarter-to-Date Year-to-Date 9/30/98 9/30/97 9/30/98 9/30/97 Net Income $904 $796 $2,433 $2,073 Other comprehensive income: Unrealized gains (losses) arising during the period 368 185 349 235 Less reclassified adjustment for (gains) losses included in net income 1 (2) 2 TOTAL OTHER COMPREHENSIVE INCOME 367 187 347 235 COMPREHENSIVE INCOME $1,271 $983 $2,780 $2,308 FIRST BANKING CENTER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS BURLINGTON, WISCONSIN Y-T-D ending September 30, 1998 and 1997 Increase (decrease) in Cash and Cash Equivalents (Amounts in Thousands) 1998 1997 CASH FLOWS FROM OPERATING ACTIVITIES Net income $2,433 $2,073 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 671 648 Provision for loan losses 248 223 Provision for deferred taxes 0 0 Amortization and accretion of bond premiums and discounts - net 46 58 Amortization of excess cost over equity in underlying net assets of subsidiary 78 78 Investment securities (gains) losses 3 (2) Sale of loans (gains) losses (10) 0 (Increase) decrease in assets: Interest receivable (291) (601) Other assets (184) 240 Increase (decrease) in liabilities: Taxes payable (158) 227 Interest payable 234 (10) Other liabilities 344 143 TOTAL ADJUSTMENTS 981 1,004 NET CASH PROVIDED FROM OPERATING ACTIVITIES $3,414 $3,077 CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in interest-bearing deposits $657 $3,759 Proceeds from sales of available for sale securities 6,265 4,322 Proceeds from maturities of available for sale securities 76,086 43,925 Purchase of available for sale securities (63,699) (47,993) Proceeds from maturity of held to maturity securities 0 0 Purchase of held to maturity securities 0 0 Proceeds from the sale of loans 547 Net (increase) decrease in loans (31,358) (20,635) Proceeds from sale of office equipment 0 52 Purchase of office buildings and equipment (2,348) (1,691) NET CASH USED IN INVESTING ACTIVITIES ($13,850) ($18,261) FIRST BANKING CENTER, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) BURLINGTON, WISCONSIN Y-T-D ending September 30, 1998 and 1997 Increase (decrease) in Cash and Cash Equivalents (Amounts in Thousands) 1998 1997 CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits $9,040 $12,053 Dividends paid (402) (369) Net increase (decrease) in Long-term Borrowings 4,104 (150) Net increase (decrease) in U S Treasury Note Account (443) (4) Net increase (decrease) in fed funds purchased and securities sold under repurchase agreements (8,952) (13,570) Proceeds from stock options exercised 77 18 NET CASH PROVIDED BY FINANCING ACTIVITIES $3,424 ($2,022) Net increase (decrease) in cash and cash equivalents (7,012) (17,206) Cash and cash equivalents at beginning of year 16,286 29,317 Cash and cash equivalents at end of quarter $9,274 $12,111 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid (received) during the year for: Interest $8,833 $8,345 Income taxes (received) $1,101 $558 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN CONSOLIDATED STATEMENT OF CHANGES IN COMPONENTS OF STOCKHOLDERS' EQUITY As of September 30, 1997 and 1998 (Amounts in Thousands) COMMON RETAINED AVAILABLE TREASURY STOCK SURPLUS EARNINGS FOR SALE STOCK SECURITIES Balances December 31, 1996 $1,476 $4,091 $20,703 ($30) $0 Net income-YTD 1997 2,073 Cash dividend paid $0.25 per share (369) Exercise of Stock options 1 17 0 Change in unrealized loss on available for sale securities 235 Balances As of September 30, 1997 1,477 4,108 22,407 205 0 Balances December 31, 1997 $1,485 $4,221 $22,845 $369 $0 Net income-YTD 1998 2,433 Cash dividend paid $0.27 per share (402) Exercise of Stock options 3 74 Change in unrealized loss on available for sale securities 349 Balances September 30, 1998 $1,488 $4,295 $24,876 $718 $0 FIRST BANKING CENTER, INC. AND SUBSIDIARIES BURLINGTON, WISCONSIN NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of September 30, 1998 ITEM 2. 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 1997 First Banking Center, Inc. (the "Company") annual report which is incorporated by reference herein (see exhibit A). ITEM 3. FIRST BANKING CENTER, INC. AND SUBSIDI BURLINGTON, WISCONSIN MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS As of September 30, 1998 The following is a discussion of the financial condition and results of operations of the Company for the year-to-date ended September 30, 1998. Financial condition Loans As of September 30, 1998, loans outstanding were $255 million an increase of $30.8 million or 13.7% from December 31, 1997. During this nine month period, Real Estate loans increased by $22 million or 13.03%. The increase in real estate loans is represented by an increase of $7.8 million or 15.2% in Commercial loans, and $10.7 million or 12.3% in Residential Real Estate Loans. At September 30, 1998, Construction and Land Development Loans were at $27.9 million or 10.94% of total loans, Resdential Real Estate Loans were at $94.3 million or 37% of total loans, and Commercial loans were at $37.8 million or 14.9% of total loans with Commercial Real Estate loans at $59.3 million or 23.3% of total loans. Allowance for Loan Losses The allowance for possible loan losses was $3.4 million or 1.33% of gross loans on September 30, 1998, compared with $3.1 million or 1.40% of gross loans on December 31, 1997. Net charge-offs for the nine month period ended September 30, 1998, were $12 thousand, or .005% of gross loans, compared to - -$11 thousand or -.005% of gross loans for the same period in 1997. As of September 30, 1998, loans on non-accrual status totaled $962 thousand or .38% of gross loans, compared to $2.3 million or 1.05% of gross loans on September 30, 1997, and $824 thousand or .37% of gross loans on December 31, 1997. The non-accrual loans consisted primarily of real estate loans. On September 30, 1998, the ratio of non-accrual loans to the allowance for loan losses was 28.6% compared to 26.3% on December 31, 1997. 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 nine month period ended September 30, 1998, $248 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 showed a decrease of $18.2 million from December 31, 1997 to September 30, 1998. Deposits and Borrowed Funds As of September 30, 1998, total deposits were $261.9 million, which is an increase of $9 million or 3.5% from December 31, 1997. Interest Bearing Transaction Accounts decreased $4 million or 15.6%. Demand deposits decreased .8 million or 2% since December 31, 1997. Time deposits increased $2.9 million or 2.7% since December 31, 1997. Insured Money Market savings increased $10.9 million due to the bank's new Indexed Money Market account which attracted new money as well as funds from our Time Deposits. Securities sold under agreements to repurchase decreased $10.7 million or 35.4%. 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 bank is a member 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 $10.7 million. This decline was funded by a net decrease in the Securities portfolio. Total Loans increased $30.8 million. This increase was funded by the decrease of investment securities, an increase in Long-term investments, and an increase in deposits. 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 nine month period ended September 30, 1998 the Company reported earnings of $2.4 million an increase of $360 thousand or 17.4% over the same period in 1997. Net Interest Income Net interest income for the nine months ended September 30, 1998, was $9.8 million compared to $8.6 million for the same period in 1997. The increase in net interest income is the result of a $1.9 million increase in interest income and only a $740 thousand increase in interest expense. The increase in interest income is a result of a 17.6% increase in average loan balances. The increase in interest expense is due to increased rates paid and increased average balances of 5.7%. Provision for Loan Losses The Bank has established the allowance for loan losses to reduce the gross level of loans outstanding by an estimate of uncollectible loans. As loans are deemed uncollectible, they are charged against the allowance. A provision for loan losses is expensed against current income on a monthly basis. This provision acts to replenish the allowance for loan losses to accommodate charge-offs and growth in the loan portfolio, thereby maintaining the allowance at an adequate level. During the first nine months of 1998, provisions charged against 1998 income were $248 thousand which was an 11.2% increase as compared to the same period in 1997. Non-interest income and expense Non-interest income for the first nine months of 1998 increased $271 thousand or 17.3% from the same period in 1997. This increase is due to $30 thousand increased income from service charges on deposit, and $234 thousand increase of other income due primarily to the bank's expanded network of ATMs. Non-interest expense for the first nine months of 1998 as compared to the same period during 1997 increased $926 thousand or 13.1%. Occupancy expense increased $49 thousand or 10.2% due to the bank's expansion. Equipment expense increased $123 thousand or 17%, and employee expense showed an increase of $583 thousand or 15.1%. Year 2000 Assessment First Banking Center utilizes and is dependent upon data processing systems and software to conduct its business. The data processing systems and software include those developed and maintained by the Company's third-party data processing vendor and purchased software which is run on personal computer networks. Any hardware and software that recognize the date "00" as the year 1900 rather than the year 2000 could result in errors or system failures. Early this year, the Company completed an assessment and work plan to assure that all hardware and software utilized by the Company will function properly in the Year 2000. The Company and its primary vendors have been testing their computer systems to determine their ability to handle the Year 2000 issue. To date, the Company and its primary vendors have been able to resolve the Year 2000 problems that have been identified. The Company is in the process of developing contingency plans for all mission critical functions. These contingency plans are scheduled to be in place by yearend 1998. Additionally, phone systems, alarms, elevators, heating and cooling systems and other computer-controlled mechanical devices on which the Company relies are in the process of being evaluated. Those found not compliant will be modified or replaced with a compliant product. Costs associated with the Year 2000 project include internal staff time as well as consulting, equipment upgrade and software enhancement expenses. At the present time, management has not identified any situations that it anticipates will require material expenditures to become fully compliant. The Year 2000 project costs, which management continuously reviews, could vary significantly based upon the results of testing and other factors. Management is also aware of the potential adverse impact failures by borrowers to adequately address their Year 2000 problems could have on the Company. To raise awareness to the Year 2000 risks, substantially all key customers have been contacted regarding this issue. Account officers continually assess progress made by their key customers and any additional exposure to the Company will be reflected by increased provisions to the allowance for loan and lease losses. ITEM 4. - OTHER INFORMATION I. Legal Proceedings none II. Changes in Securities none III. Defaults Upon Senior Securities none IV. Submission of Matters to a Vote of Security Holders none V. Other Information none 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, 1997, 1996, 1995 Note A. Summary of Significant Accounting Policies 1. 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. 2. 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. 3. 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. 4. 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. 5. 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 classified as available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in comprehensive income, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. 6. 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. 7. Allowance for loan loses: 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. 13. 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. 14. Earnings per share: Earnings per share are computed based upon the weighted average number of common shares outstanding during each year. In the computation of diluted earnings per share, all dilutive stock options are assumed to be exercised at the beginning of each year and the proceeds are used to purchase shares of the Company's common stock at the average market price during the year. 15. 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. 15. Fair value of financial instruments: (continued) 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 Interest-bearing deposits in banks 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 Available for sale 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. November 13, 1998 Date Brantly Chappell President & Chief Executive Officer November 13, 1998 Date James Schuster Chief Financial Officer