Form 10-QSB SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-18599 BLACKHAWK BANCORP, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1659424 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 Broad Street 53511 Beloit, Wisconsin (Zip Code) (Address of principal executive offices) (608) 364-8911 (Registrant's telephone number, including area code) Not Applicable (Former name, former address and former fiscal year, if changed since last report) 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, 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. Outstanding at Class of Common Stock September 30, 1996 ---------------------------- ------------------ $.01 par value 2,285,864 shares INDEX PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Consolidated Condensed Balance Sheets as of September 30, 1996 and December 31, 1995 3 Consolidated Condensed Statements of Income for the three months ended September 30, 1996 and 1995 4 Consolidated Condensed Statements of Income for the nine months ended September 30, 1996 and 1995 5 Consolidated Condensed Statements of Shareholders' Equity as of September 30, 1996 and December 31, 1995 6 Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 1996 and 1995 7 Notes to Consolidated Condensed Financial Statements 8 ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations 13 PART II - OTHER INFORMATION ITEM 6. A) EXHIBITS 18 B) REPORTS ON FORM 8-K 18 SIGNATURES 19 BLACKHAWK BANCORP, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) ASSETS SEPTEMBER 30 DECEMBER 31, 1996 1995 --------------------- -------------------- Cash and cash equivalents $6,882,867 $ 7,589,600 Federal funds sold and other short-term investments 4,601,803 11,734,905 Securities available for sale 11,967,516 11,571,581 Securities held to maturity 27,890,922 25,794,108 Total loans 96,327,965 94,476,844 Allowance for loan losses (Note 3) <1,009,276> <928,817> --------------------- -------------------- Net loans 95,318,689 93,548,027 Bank premises and equipment, net 3,539,401 3,732,418 Accrued interest receivable 1,262,890 1,217,561 Other assets 356,340 343,248 ----------------- ---------------------- Total Assets $151,820,428 $155,531,448 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Deposits: Non-interest bearing $15,634,344 $ 22,513,544 Interest bearing 95,132,140 97,203,385 ----------------- ----------------- Total deposits 110,766,484 119,716,929 Borrowed Funds: Short-term borrowings (Note 4) 15,910,278 9,679,833 Other borrowings (Note 5) 2,288,849 3,629,027 Accrued interest payable 586,937 693,364 Other liabilities 550,117 622,811 ----------------- ----------------- Total Liabilities 130,102,665 134,341,964 SHAREHOLDERS' EQUITY: Preferred stock 1,000,000 shares, $.01 par value per share authorized, none issued or outstanding Common stock 10,000,000 shares, $.01 par value per share authorized, 2,285,864 and 2,282,615 shares issued and outstanding 22,859 22,826 Additional paid-in capital 6,960,190 6,946,370 Employee stock options earned 74,525 52,165 Retained Earnings 14,812,592 14,210,036 Less 7,578 shares held in treasury, at cost <84,305> - FASB 115 Adjustment <29,249> 37,114 Less: Deferred compensation related to employe stock ownership plan debt guarantee <38,849> <79,027> ------------------ ----------------- Total Shareholders' Equity 21,717,763 21,189,484 ------------------ ----------------- Total Liabilities and Shareholders' Equity $ 151,820,428 $155,531,448 ================= ========== See Notes to Unaudited Consolidated Condensed Financial Statements BLACKHAWK BANCORP, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended September 30 1996 1995 INTEREST INCOME: Interest and fees on loans $2,191,194 $ 2,099,021 Interest on deposits with other banks 535 761 Interest on investment securities: Taxable 554,018 467,524 Exempt from federal income taxes 65,146 50,863 Dividends 7,800 9,388 Interest on federal funds sold and other short-term investments 30,185 78,133 --------------- ------------- Total Interest Income 2,848,878 2,705,690 --------------- ------------- INTEREST EXPENSE: Interest on deposits 1,146,285 1,163,571 Interest on short-term borrowings 160,212 109,731 Interest on other borrowings 35,382 79,767 ------------- ------------ Total Interest Expense 1,341,879 1,353,069 ------------- ------------ Net Interest Income 1,506,999 1,352,621 Provision for loan losses (Note 3 35,000 45,000 ------------- ------------ Net Interest Income After Provision For Loan Losses 1,471,999 1,307,621 ------------ ------------- OTHER OPERATING INCOME: Investment securities gains (losses) - 15,361 Gain on sale of loans 13,708 12,288 Trust department income 25,700 15,333 Service fees 153,800 122,627 Other income 56,318 41,767 -------------- ------------ Total Other Operating Income 249,526 207,376 -------------- ------------ OTHER OPERATING EXPENSES: Salaries and employee benefits 560,220 498,729 Occupancy expense of bank premises, net 78,102 75,905 Furniture and equipment 87,791 95,853 Data processing 83,863 78,908 Other operating expenses 250,767 248,688 ------------ ------------ Total Other Operating Expenses 1,060,743 998,083 ------------ ------------ Income Before Income Taxes 660,782 516,914 Provision for Income Taxes 221,159 165,357 ------------- ----------- Net Income $439,623 $ 351,557 ============ ======= Earnings Per Share $ .19 $.15 Dividends Per Share $ .10 $.08 (1) Adjusted for 3 for 2 stock split paid as a 50% stock dividend on June 15, 1995 See Notes to Unaudited Consolidated Condensed Financial Statements BLACKHAWK BANCORP, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended September 30 1996 1995 INTEREST INCOME: Interest and fees on loans $6,497,293 $6,163,869 Interest on deposits with other banks 1,769 1,285 Interest on investment securities: Taxable 1,580,945 1,381,066 Exempt from federal income taxes 182,617 150,583 Dividends 24,190 25,138 Interest on federal funds sold and other short-term investments 169,343 111,447 ------------ ----------- Total Interest Income 8,456,157 7,833,388 ------------ ------------- INTEREST EXPENSE: Interest on deposits 3,427,262 3,319,915 Interest on short-term borrowings 514,815 294,390 Interest on other borrowings 137,760 150,101 ------------- ------------ Total Interest Expense 4,079,837 3,764,406 ------------- ------------ Net Interest Income 4,376,320 4,068,982 Provision for loan losses (Note 3) 120,000 135,000 ------------- ------------- Net Interest Income After Provision For Loan Losses 4,256,320 3,933,982 ------------- ------------- OTHER OPERATING INCOME: Investment securities gains (losses) 99 17,785 Gain on sale of loans 54,355 21,279 Trust department income 89,394 62,054 Service fees 414,945 318,693 Other income 184,560 117,801 ----------- ----------- Total Other Operating Income 743,353 537,612 ------------ ----------- OTHER OPERATING EXPENSES: Salaries and employee benefits 1,624,544 1,454,044 Occupancy expense of bank premises, net 239,502 212,147 Furniture and equipment 268,634 264,562 Data processing 249,003 224,268 Other operating expenses 767,300 802,658 ------------ ------------- Total Other Operating Expenses 3,148,983 2,957,679 ------------ ------------- Income Before Income Taxes 1,850,690 1,513,915 Provision for Income Taxes 609,778 482,272 ------------- ------------ Net Income $1,240,912 $1,031,643 ========= ======== Earnings Per Share $.53 $.45 (1) Dividends Per Share $.32 $.22 (1) (1) Adjusted for 3 for 2 stock split paid as a 50% stock dividend on June 15, 1995. See Notes to Unaudited Consolidated Condensed Financial Statements BLACKHAWK BANCORP, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED) Nine Months Twelve Months Ended Ended September 30, December 31, 1996 1995 Common Stock: Balance at beginning of period $ 22,826 $ 15,006 Stock split - 7,593 Stock options exercised 33 227 ------------- ------------ Balance at end of period 22,859 22,826 ------------- ------------ Additional Paid-in Capital: Balance at beginning of period 6,946,370 6,791,012 Stock options exercised 13,820 155,358 ------------ ------------ Balance at end of period 6,960,190 6,946,370 ------------ ------------ Employee Stock Options Earned: Balance at beginning of period 52,165 26,642 Stock options exercised <26,586> <8,174> Unearned employee compensation 48,946 33,697 -------------- -------------- Balance at end of period 74,525 52,165 -------------- -------------- Retained Earnings: Balance at beginning of period 14,210,036 13,421,900 Net income 1,240,912 1,471,887 Dividends declared on common stock <638,356> <676,140> Stock Split - <7,611> --------------- --------------- Balance at end of period 14,812,592 14,210,036 --------------- --------------- Treasury Stock, at Cost: Balance at Beginning of Period - - Purchase of Treasury Stock <84,305> - -------------- -------------- Balance at End of Period <84,305> - -------------- -------------- FASB 115 Adjustment: Balance at beginning of period 37,114 <159,701> Net adjustment during period <66,363> 196,815 ---------------- -------------- Balance at end of period <29,249> 37,114 ---------------- -------------- Other: Balance at beginning of period <79,027> <132,599> Principal payments on ESOP loan 40,178 53,572 ---------------- ---------------- Balance at end of period <38,849> <79,027> ---------------- --------------- Total Shareholders' Equity $21,717,763 $21,189,484 =========== ========= See Notes to Unaudited Consolidated Condensed Financial Statements BLACKHAWK BANCORP, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $1,240,912 $1,031,643 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 120,000 135,000 Provision for depreciation and amortization 253,440 241,003 Amortization of premiums (accretion of discounts) on investment securities, net <57,046> 42,753 (Gains) losses on investment securities <99> <17,785> (Gain) on sale of loans <54,355> <21,279> Proceeds from sale of loans 3,888,513 1,709,916 Loans originated for sale <3,834,158> <1,688,637> Change in assets and liabilities: (Increase) decrease in accrued interest receivable <45,329> <32,756> (Increase) decrease in other assets 9,228 130,535 Increase (decrease) in accrued interest payable <106,427> 15,562 Increase (decrease) in other liabilities <2,096> <190,093> -------------- ------------- Net cash provided by operating activities 1,412,583 1,355,862 --------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of available for-sale securities - 2,027,813 Proceeds from maturity of available- for-sale securities 20,666,069 2,200,233 Purchase of available-for-sale securities <21,143,171> <4,247,781> Proceeds from maturity of investment securities 6,296,377 5,207,713 Purchase of investment securities <8,391,800> <6,178,536> Decrease in federal funds sold and other short-term investments, net 7,133,102 1,753,580 Loans originated, net of principal collected <1,890,662> <3,618,839> Purchase of bank premises and equipment <60,423> <1,158,092> ---------------- ---------------- Net cash provided by (used in) investing activities 2,609,492 <4,013,909> --------------- ---------------- See Notes to Unaudited Consolidated Condensed Financial Statements BLACKHAWK BANCORP, INC. AND SUBSIDIARY CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED) (UNAUDITED) Nine Month Ended September 30 1996 1995 CASH FLOWS FROM FINANCING ACTIVITIES: Stock options exercised 13,853 134,462 Net (decrease) in deposits <8,950,445> <6,011,524> Net increase (decrease) in other borrowings 4,930,445 8,695,627 Cash dividends paid <638,356> <493,549> Purchase of Treasury Stock <84,305> -- --------------- ------------- Net cash (used in) financing activities <4,728,808> 2,325,016 --------------- -------------- Net increase (decrease) in cash and cash equivalents <706,733> <333,031> CASH AND CASH EQUIVALENTS: Beginning 7,589,600 5,155,930 ------------ ------------- Ending $6,882,867 $4,822,899 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash payments for: Interest $4,186,264 $3,748,844 Income taxes 477,001 642,177 SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: Other assets acquired in settlement of loans 170,319 164,469 Principal payments on ESOP loan (Note 5) 40,178 40,179 See Notes to Unaudited Consolidated Condensed Financial Statements. BLACKHAWK BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS September 30, 1996 Note 1. General: The accompanying consolidated condensed financial statements conform to generally accepted accounting principles and to general practices within the banking industry. The more significant policies used by the Company in preparing and presenting its financial statements are stated in the Corporation's Form 10-KSB. The effect of timing differences in the recognition of revenue and expense for tax liability is not determined until the end of each fiscal year. In the opinion of Management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of normal recurring accruals necessary to present fairly the financial position of the Corporation as of September 30, 1996 and December 31, 1995, the results of operations for the three and nine months ended September 30, 1996 and 1995, and cash flows for the nine months ended September 30, 1996 and 1995. The results of operations for the three and nine months ended Sept- ember 30, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. Note 2. Non-Performing Loans Non-performing loans includes loans which have been categorized by management as non-accruing because collection of interest is not assured, and loans which are past-due ninety days or more as to interest and/or principal payments. The following summarizes information concerning non-performing loans: September 30 December 31 1996 1995 1995 -------------------------- ---------------- Impaired Loans $ - $ - $134,000 Non-accruing loans 362,325 527,460 206,000 Past due 90 days or more and still accruing 171,900 147,104 238,000 ----------- ----------- ------------ Total non-performing loan $534,225 $674,564 $578,000 ======= ======= ======= Note 3: Allowance For Loan Losses A summary of transactions in the allowance for loan losses is as follows: Three Months Ended September 30 1996 1995 ----------- ----------- Balance at beginning of period $992,749 $889,925 Provision charged to expense 35,000 45,000 Loans charged off <24,630> <13,969> Recoveries 6,157 1,884 ------------ ----------- Balance at end of period $1,009,276 $922,840 ========= ======= BLACKHAWK BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS September 30, 1996 (CONTINUED) Nine Month Ended September 30 1996 1995 Balance at beginning of period $ 928,817 $ 814,115 Provision charged to expense 120,000 135,000 Loans charged off <78,396> <31,293> Recoveries 38,855 5,018 ------------- ------------- Balance at end of period $1,009,276 $ 922,840 ======= ======== Note 4. Short-Term Borrowings: A summary of short-term borrowings is as follows: September 30 December 31, 1996 1995 Securities sold under agreement to repurchase $15,910,278 $9,679,833 Note 5. Other Borrowings: September 30, December 31, 1996 1995 ESOP Debt Guarantee $ 38,849 $ 79,027 FHLB Borrowings 2,250,000 3,550,000 ------------- ------------- $2,288,849 $3,629,027 ======== ======== The Company has an Employee Stock Ownership Plan for the benefit of the employ- ees of the Company and its subsidiary. The ESOP borrowed funds from a third party lender and purchased 37,367 shares of the Company's stock. According- ly, the debt has been recorded in the accompanying consolidated condensed balance sheets together with the related deferred compensation. The debt and related deferred compensation are reduced as the ESOP makes principal payments. The bank has established a line of credit with the Federal Home Loan Bank ("FHLB"). Periodic draws are taken gainst this line to fund specific loans. The total line of credit is $4,705,000, with an available balance of $2,455,000. Note 6. Stock Option Plan: The Company's 1990 Directors' Stock Option Plan and the 1990 Executive Stock Option Plan expired on January 24, 1995. At the time of expiration, options outstanding under the 1990 Plans were 125,134 plus another 160,000 options under the 1994 Directors' and Executives Stock Option Plans. Options are granted at prices equal to the fair market value for directors and at prices from 90% to 100% of fair market value for key employees. The options vest over three years and are exercisable to 10 years from the date of grant. Other pertinent information related to the plans is as follows: BLACKHAWK BANCORP, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS September 30, 1996 (CONTINUED) Note 6. Stock Option Plan (continued) September 30, December 31, 1996 1995 (1) Shares under option, beginning of year 262,235 196,701 Granted during the year 7,300 108,350 Terminated and canceled during the year <510> <11,100> Exercised during the year <3,249> <31,716> Shares under option, end of period 265,776 262,235 Options exercisable, end of period 167,596 113,543 Available to grant, end of period 124,350 131,650 Average prices: Granted during the period $ 11.15 $ 9.40 Exercised during the period $ 4.26 $ 4.65 Under option $ 6.87 $ 9.79 (1) Adjusted for 3-for-2 stock split payable June 15, 1995. Note 7. Commitments and Contingent Liabilities: Following are commitments and contingent liabilities with changes since December 31, 1995. Financial instruments with off-balance-sheet risk: A summary of the amount of exposure to credit loss for loan commit- ments (unfunded loans and unused lines of credit) and standby letters of credit outstanding is as follows: September 30, December 31, 1996 1995 Loan commitments $ 7,804,513 $ 7,733,617 Standby letters of credit 278,247 201,793 --------------- -------------- $ 8,082,760 $7,935,410 ========= ====== ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The purpose of Management's discussion and analysis is to provide relevant information regarding the Registrant's financial condition and its results of operations. The information included herein should be read in conjunction with the consolidated condensed balance sheets as of September 30, 1996 and December 31, 1995 and the consolidated condensed statements of income for the three and nine months ended September 30, 1996 and 1995. This information is not meant to be a substitute for the balance sheets and income statements. RESULTS OF OPERATIONS Net income for the three months ended September 30, 1996 was approximately $439,000 compared to $352,000 for the similar period in 1995. For the nine months ended September 30, 1996 net income was nearly $1,241,000 compared to $1,032,000 for nine months ended September 30, 1995. The discussion that follows will provide information about the various areas of income and expense that resulted in the aforementioned results. THREE MONTHS ENDED SEPTEMBER 30 For the three months ended September 30, 1996, interest income was $2,849,000 compared to $2,706,000 for the same period in 1995. This increase of approx- imately 5.3%, $143,000, was the result of both increased volumes and increased yields on loans and increased volume on securities. Interest and fees on loans increased to $2,191,000 in the third quarter of 1996 compared to $2,099,000 in the same period of 1995. The average balance of loans was $93.8 million in 1996 compared to $93.3 million in 1995. The average yield on loans increased to 8.99% in the third quarter of 1996 from 8.79% in the same period in 1995. Approximately 35% of the increased loan income was the result of increased volume and loan mix, and approximately 65% was the result of increased yields. Investment income on taxable securities was $554,000 for the three months ended September 30, 1996 compared to $468,000 for the same three months in 1995. The increase was due to increased volume. Interest income from tax exempt securities increased to $65,000 from $51,000 in 1995. The average yield declined, but the average volume for the quarter increased from approximately $4.0 million to $5.3 million. Interest from fed funds sold and other short-term investments decreased to $30,000 in 1996 from $78,000 in 1995. The decreased volume in fed funds sold, $1.8 million in 1996 compared to $5.2 million in 1995, was the primary reason for the decreased income in this category. However, the yield was also lower on fed funds, 5.18% in 1996 and 5.48% in 1995. Interest paid on deposits decreased to $1,146,000 in the three months ended September 30, 1996 compared to $1,164,000 for the same period in 1995. The average balance of total deposits declined slightly, but there was a shift out of CDS and into money market accounts and NOW accounts, which have lower interest rates. The average rate on CDS was slightly higher in 1996 than in 1995, 5.74% and 5.70%, respectively. The average rate on maturing deposits was lower than the rate on new and renewed deposits. The actions of the Federal Reserve will affect the level and direction of interest rates in the future. Management, at this time, is not able to predict their actions. Interest on short-term borrowings increased to $160,000 from $110,000 in 1995, or an increase of $50,000. Repurchase agreements, the major item in this category, had a higher average balance in 1996 compared to 1995, $11.6 million and $7.8 million, respectively. The interest rates paid decreased in 1996 compared to 1995, 5.30% and 5.60%, respectively. Fed funds purchased were not used in the third quarter of 1995 compared to an average balance of $473,000 in 1996. Other borrowings are represented by Federal Home Loan Bank ("FHLB") advances. Average borrowings from the FHLB decreased to $2.3 million from $5.0 million in 1995. The average rate on the borrowings declined to 6.30% from 6.40%. The provision for loan loss was $35,000 for the three months in 1996 compared to $45,000 in 1995. It is management's opinion that this amount is an adequate provision. The rationale for the decrease compared to the provision in 1995 was due in part to a large recovery anticipated and received early in the fourth quarter in the amount of $180,000. This loan was originally charged off in the fourth quarter of 1994. Total other operating income increased to $250,000 from $207,000 for the three months ended September 30, 1996 and 1995, respectively. Included in the 1995 amount is $15,000 from the gain on sale of securities compared to zero in 1996. Gain on sale of loans in the third quarter of 1996 was $14,000 compared to $12,000 in 1995. Service fees increased to over $154,000 in 1996 from $123,000 in 1995. Most of this amount results from checking account fees. The increase was due to an increased number of accounts and an increased fee schedule. Fees generated from trust activities, credit cards and the sale of non-deposit investments were $60,000 for the three months ended September 30, 1996 compared to $32,000 in the same period in 1995. Total other operating expenses increased to $1,061,000 for the three months ended September 30, 1996 compared to $998,000 for the same period in 1995. The increase can be attributed to the salary and benefits area with most of it being additional accrual for projected bonuses. Salaries increased approx- imately $13,000, a 3% increase, bonus increased $41,000 and health insurance premiums increased $8,000. Income taxes increased to $221,000 from $165,000. This increase was due to a larger amount of income before taxes and a higher effective tax rate, 33% and 32%, 1996 and 1995, respectively. NINE MONTHS ENDED SEPTEMBER 30 Total interest income for the nine months ended September 30 was $8,456,000 and $7,833,000, in 1996 and 1995, respectively. Of this $623,000 increase, slightly over one-half of it was from the lending area, approximately $333,000. This increase was split between volume and yield. The average loan balance for the first nine months of 1996 was $93.4 million, compared to $91.5 million in 1995. The average yields were 8.95% and 8.79%, 1996 and 1995, respectively. Interest on taxable securities increased to $1,581,000 for the nine months ended September 30, 1996 from $1,381,000 for the same period in 1995. All of this increase was due to increased volume. The average yield on the taxable sec- urities was approximately the same in 1996 as in 1995. Interest from tax exempt securities was $183,000 in 1996 compared to $151,000 in 1995. The yield on the tax exempt portfolio was approximately the same in both periods. The increase in income was the result of higher volume. The income from fed funds sold and other short term investments was $169,000 for the first nine months of 1996 compared to $111,000 in 1995. The average balance in fed funds sold was $4.0 million in 1996 compared to $2.1 million in 1995. This increase in volume offset a decrease of approximately .55% in yield, 5.01%, and 5.56% in 1996 and 1995, respectively. Interest on deposits was $3,427,000 for the nine months ended September 30, 1996 compared to $3,320,000 for the same period in 1995. Nearly all of this increase can be attributed to higher interest rates. IRAs and CD's experienced a higher average rate in 1996 than in 1995. Although 1996 has not been an increasing interest rate environment, maturing deposits have rates lower than the rates being offered, thus the average yields increased. Interest on short-term borrowings, repurchase agreements and fed funds purch- ased, was $515,000 in 1996 compared to $294,000 in 1995. The increase in the average balance of repurchase agreements offset a slight decline in rate. The increase in repurchase interest, offset by a decline in fed funds purch- ased interest, represents this increase. The provision for loan loss was $120,000 in 1996 compared to $135,000 in 1995. The discussion for the three months regarding the loan loss provision also applies in this section. Management is of the opinion that the current provision is adequate. For the nine months of 1996, total other operating income was $743,000 compared to $538,000 for the same period in 1995. Included in these figures are service fees which were $415,000 in 1996 compared to $319,000 in 1995. The majority of these are fees associated with deposit accounts, primarily checking, and are the result of a larger number of accounts and an increased fee schedule. Two other areas that experienced sizeable increases were gain on sale of loans and trust department income. A program to increase fixed rate mortgage loan orig- inations was instituted early in 1996. As a result, more loans were originated and subsequently sold, which in turn resulted in an increase of income, $54,000 and $21,000 in 1996 and 1995, respectively. Trust income increased to $89,000 in 1996 from $62,000 in 1995. This was the result of an increase in accounts. The other areas of income that experienced significant growth in 1996 compared to 1995 was credit card fees and investment center income, $58,000 and $11,000 respectively. Total other operating expenses were $3,149,000 for the nine months of 1996 compared to $2,958,000 for the same period of 1995. The largest area of increase was salaries and employee benefits. Increases in salaries, bonus accrual and health insurance premiums account for $158,000 of the $170,000 increase in this category. Included in the category of other operating exp- enses is the FDIC premiums. In 1996 they totaled $1,500 compared to $116,000 in 1995. This was the major reason for the decrease in the other operating expense category. The income tax provision was $610,000 in 1996 compared to $482,000 in 1995. These amounts represent effective tax rates of 33% and 32% respectively. BALANCE SHEET ANALYSIS This analysis of the Company's financial position is comparing September 30, 1996 to December 31, 1995. Total assets were $151,820,000 compared to $155,531,000. This represents a decrease of approximately 2.4%. Total loans were $96.3 million on September 30, 1996 and $94.5 million on Dec- ember 31, 1995, an increase of $1.8 million. Two of the three major categories of loans increased during this period of time. Real estate loans were $55.6 million compared to $56.5 million, September 30, 1996 and December 31, 1995 respectively . Consumer loans increased to $17.3 million at September 30, 1996 compared to $16.2 million at December 31, 1995. Commercial loans exp- erienced the largest increase, $21.7 million at September 30, 1996 compared to $20.3 million at December 31, 1995. If the predictions of slower economic growth during the rest of 1996 are correct, growth of the loan portfolio should also be slower. Allowance for loan losses was $1,009,000 at September 30, 1996 compared to $923,000 at December 31, 1995. As of September 30, 1996 non-performing loans totaled $534,000 compared to $578,000 at December 31, 1995. Management believes that the allowance is adequate at this time. The $180,000 recovery discussed earlier in this analysis had the affect of increasing the allowance, by the amount of the recovery. This will be reflected in the fourth quarter of 1996. Bank premises and equipment was $3.5 million at September 30, 1996 compared to $3.7 million at December 31, 1995. The decrease was primarily the depreciation of buildings and equipment. As of September 30, 1996 fed funds sold and other short-term investments were $4.6 million compared to $11.7 million at December 31, 1995. Securities avail- able for sale were $12.0 million at September 30, 1996 compared to $11.7 million at December 31, 1995. Securities held to maturity also increased slightly, $27.9 million compared to $25.8 million, September 30, 1996 and December 31, 1995, respectively. Total deposits were $110.8 million at September 30, 1996 compared to $119.7 million at December 30, 1995. Non-interest bearing deposits were approximately $6.9 million lower on September 30, 1996 than December 31, 1995, $15.6 million and $22.5 million, respectively. Several commercial customers have historically increased their demand deposit balances at year end. As a result, subsequent reporting dates typically have balances lower than year-end. Interest bearing deposits were down slightly, $95.1 million at September 30, 1996 and $97.2 million at December 31, 1995. Competition for deposit dollars continues to be intense. As a result, dramatic growth of deposits is not anticipated during the fourth quarter of 1996. Other borrowings, the main component of which are advances from the FHLB, was $2,250,000 at September 30, 1996 compared to $3,550,000 at December 31, 1995. The advances were used to fund some of the increase in loans and to also provide liquidity. The company continues to maintain an excellent capital position regardless of the measurement used. The following table shows four different measurements as of September 30, 1996 and December 31, 1995, and the regulatory requirement, if any. Management does not anticipate the need for additional capital resources in the near future. September 30, December 31, Regulatory 1996 1995 Requirements Leverage capital ratio 15.03% 14.60% N/A Core capital as a percent of assets 14.30% 13.51% 5.50% Core capital as a percent of risk-based assets 23.04% 22.88% N/A Total capital as a percent of risk-based assets 24.02% 23.89% 8.00% Liquidity as it relates to the subsidiary bank is a measure of its ability to fund loans and withdrawals of deposits in a cost-effective manner. The Bank's principal sources of funds are deposits, scheduled amortization and pre-payment of loan principal, maturities of investment securities, income from opera- tions, and short-term borrowings. Additional sources include purchasing fed funds, sale of loans, borrowing from both the Federal Reserve Bank and Federal Home Loan Bank and capital loans. Under present law, accumulated earnings could be paid as dividends without incurring a tax liability, which also provides additional liquidity, by its investment subsidiary, Nevahawk Investment, Inc. The liquidity needs of the Company consist of payment of dividends to its shareholders and a limited amount of expenses. The sources of funds to provide this liquidity are income from investments, maturities of investments, cash balances and dividends from the Bank. Certain restrictions are imposed upon the Bank which could limit its ability to pay dividends if it did not have net earnings in the future. The Company maintains adequate liquidity to pay its expenses. Off -Balance sheet items consist of credit card lines of credit, mortgage com- mitments, letters of credit and other commitments totaling approximately $8,082,760 as of September 30, 1996. This compares to $7,935,000 at December 31, 1995. The bank has historically funded the off-balance sheet commitments with its primary sources of funds, and management anticipates that this will continue. PART II OTHER INFORMATION ITEM 6. A) EXHIBITS See Exhibit Index following the signature page in this report, which is incorporated herein by this reference. ITEM 6. B) REPORTS ON FORM 8-K There were no reports on Form 8-K filed during the third quar- ter of 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Blackhawk Bancorp, Inc. (Registrant) Date: November 14, 1996 /s/ Dennis M. Conerton ------------------------------------ President and Chief Executive Officer Date: November 14, 1996 /s/ Jesse L. Calkins ------------------------------------- Senior Vice President (Chief Financial and Accounting Officer) BLACKHAWK BANCORP, INC. INDEX TO EXHIBITS Incorporated Filed Exhibit Herein By Here- Page Number Description Reference To: with No. - -------------------------- ------------------------------------------ 4.1 Amended and Exhibit 3.1 to restated Articles Amendment No. 1 to of Incorporation Registrant's of the Registrant Registration Statement on Form S-1 (Reg. No. 33-32351) 4.2 By-laws of Regis- Exhibit 3.2 to trant as amended Amendment No. 1 to Registrant's Registration Statement on Form S-1 (Reg. No. 33-32351) 4.3 Plan of Conversion Exhibit 1.2 to Beloit Savings Amendment No. 1 to Bank as amended Registrant's Registration Statement on Form S-1 (Reg. No. 33-32351) 27.0 Financial Data Schedule X 21