MID WISCONSIN FINANCIAL SERVICES INC
10-Q, 1998-05-12
STATE COMMERCIAL BANKS
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                                    FORM 10-Q
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, 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 March 31, 1998

                                      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        0-18542

                  MID-WISCONSIN FINANCIAL SERVICES, INC.
          (Exact name of registrant as specified in its charter)

                 Wisconsin                              06-1169935
       (State or other jurisdiction of         (IRS Employer Identification No.)
        incorporation or organization)

                     132 West State Street, Medford, WI  54451
          (Address of principal executive offices, including zip code)

                                   (715) 748-4364
                (Registrant's telephone number, including area code)


(Former name, former address & 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 (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

As of March 31, 1998 there were 1,857,827 shares of $.10 par value common
stock outstanding.

<PAGE>
                    MID-WISCONSIN FINANCIAL SERVICES, INC.


                                     INDEX


PART  I. FINANCIAL INFORMATION                                            PAGE

         Item 1. Financial Statements

                 Consolidated Balance Sheets
                 March 31, 1998 and December 31, 1997                        3
              
                 Consolidated Statements of Income
                 Three Months Ended March 31, 1998 and March 31, 1997        4
                                       
                 Consolidated Statements of Cash Flows
                 Three months Ended March 31, 1998 and March 31, 1997        5
                                     
                 Notes to Consolidated Financial Statements                6-10

         Item 2. Management's Discussion and Analysis of
                 Financial Conditions and Results of Operations           11-13


PART  II. OTHER INFORMATION

         Item 5. Other Information                                          14

         Item 6. Exhibits and Reports of Form 8-K                           15
           
                 Signatures                                                 16
                                     
                 Exhibit Index                                              17


<PAGE>

                         PART I  FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

<TABLE>

                     MID-WISCONSIN FINANCIAL SERVICES, INC.
                                AND SUBSIDIARY


                         CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                                   MARCH 31, 1998        DECEMBER 31, 1997
             ASSETS
<S>                                                                 <C>                    <C>
CASH AND DUE FROM BANKS                                              $10,556,582             $9,521,270
INTEREST-BEARING DEPOSITS IN OTHER FINANCIAL INSTITUTIONS                 19,005                 21,260
FEDERAL FUNDS SOLD                                                     5,847,000              4,616,000
INVESTMENT SECURITIES AVAILABLE FOR SALE -AT FAIR VALUE               56,001,897             54,256,192
LOANS HELD FOR SALE                                                      365,300              1,169,350
LOANS RECEIVABLE, NET OF ALLOWANCE FOR CREDIT LOSSES OF
$2,051,540 IN 1998 AND $1,990,090 IN 1997                            183,330,327            183,025,182
ACCRUED INTEREST RECEIVABLE                                            2,001,455              1,620,973
PREMISES AND EQUIPMENT                                                 5,404,323              5,505,984
GOODWILL AND PURCHASED INTANGIBLES                                     2,710,483              2,787,410
OTHER ASSETS                                                             827,632              1,151,940

TOTAL ASSETS                                                        $267,064,004           $263,675,561


          LIABILITIES AND STOCKHOLDERS' EQUITY

NONINTEREST-BEARING DEPOSITS                                         $23,323,093            $25,625,169
INTEREST-BEARING DEPOSITS                                            188,767,666            185,524,289

     TOTAL DEPOSITS                                                  212,090,759            211,149,458

SHORT-TERM BORROWINGS                                                 16,907,289             16,078,523
LONG TERM BORROWINGS                                                   6,400,000              5,400,000
ACCRUED EXPENSES AND OTHER LIABILITIES                                 3,486,441              3,180,423
 
     TOTAL LIABILITIES                                               238,884,489            235,808,404

STOCKHOLDERS' EQUITY:
  COMMON STOCK-PAR VALUE $.10 PER SHARE:
      AUTHORIZED              -  6,000,000 SHARES IN 1998 & 1997
      ISSUED & OUTSTANDING    -  1,857,827 SHARES IN 1998                185,783
                              -  1,864,122 SHARES IN 1997                                       186,412
ADDITIONAL PAID-IN CAPITAL                                            12,605,396             12,653,703
RETAINED EARNINGS                                                     15,006,261             14,678,785
UNREALIZED GAIN ON SECURITIES AVAILABLE FOR SALE, NET OF TAX             382,075                348,257

     TOTAL STOCKHOLDERS' EQUITY                                       28,179,515             27,867,157

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                            $267,064,004           $263,675,561

<FN>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THESE STATEMENTS.

</TABLE>

<PAGE>


<TABLE>

                      MID-WISCONSIN FINANCIAL SERVICES, INC.
                                 AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF INCOME

<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                  MARCH 31, 1998       MARCH 31, 1997
<S>                                                                 <C>                  <C>
INTEREST INCOME
  INTEREST AND FEES ON LOANS                                        $4,224,997           $3,971,213
  INTEREST ON INVESTMENT SECURITIES:
     TAXABLE                                                           770,749              824,003
     TAX-EXEMPT                                                        128,915               93,243
  OTHER INTEREST INCOME                                                 36,465               35,292
TOTAL INTEREST INCOME                                                5,161,126            4,923,751

INTEREST EXPENSE
  DEPOSITS                                                           2,174,863            2,068,392
  U.S. REPURCHASE AGREEMENTS                                           209,528              180,807
  LONG-TERM BORROWINGS                                                  89,454               79,722
TOTAL INTEREST EXPENSE                                               2,473,845            2,328,921

NET INTEREST INCOME                                                  2,687,281            2,594,830
PROVISION FOR CREDIT LOSSES                                             90,000               30,000

NET INTEREST INCOME AFTER PROVISION
  FOR CREDIT LOSSES                                                  2,597,281            2,564,830

OTHER INCOME:
  SERVICE FEES                                                         156,933              149,411
  TRUST SERVICE FEES                                                   112,059              109,454
  NET REALIZED GAIN ON SALE OF SECURITIES AVAILABLE FOR SALE                 0
  INVESTMENT PRODUCT COMMISSIONS                                        83,735               51,351
  OTHER FEE INCOME                                                     105,604               87,410
  OTHER OPERATING INCOME                                                46,365               29,068
TOTAL OTHER INCOME                                                     504,696              426,694

OPERATING EXPENSES:
  SALARIES                                                             800,187              690,147
  EMPLOYEE BENEFITS                                                    291,029              272,008
  OCCUPANCY                                                            353,670              328,248
  FDIC DEPOSIT INSURANCE PREMIUMS                                        6,387                5,729
  NET REALIZED LOSS ON SALE OF SECURITIES AVAILABLE FOR SALE                 0
  OTHER OPERATING                                                      546,938              426,401
TOTAL OPERATING EXPENSES                                             1,998,211            1,722,533

INCOME BEFORE INCOME TAXES                                           1,103,766            1,268,991
PROVISION FOR INCOME TAXES                                             359,772              440,323

NET INCOME                                                            $743,994             $828,668

BASIC AND DILUTED EARNINGS PER SHARE                                     $0.40                $0.44

CASH DIVIDENDS DECLARED PER SHARE                                        $0.15                $0.15

<FN>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THESE STATEMENTS.
</TABLE>
<PAGE>

<TABLE>
                     MID-WISCONSIN FINANCIAL SERVICES, INC.
                              AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1998 AND 1997

<CAPTION>

                                                                                1998                1997
<S>                                                                        <C>                 <C>     
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
  CASH FLOWS FROM OPERATING ACTIVITIES:
     NET INCOME                                                               $743,994            $828,668
     ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
      PROVIDED BY OPERATING ACTIVITIES:
        PROVISION FOR DEPRECIATION AND NET AMORTIZATION                        239,238             194,500
        PROVISION FOR CREDIT LOSSES                                             90,000              30,000
        PROCEEDS FROM SALES OF LOANS HELD FOR SALE                           1,687,600           1,309,600
        ORIGINATIONS OF LOANS HELD FOR SALE                                   (365,300)
        CHANGES IN OPERATING ASSETS AND LIABILITIES:
        OTHER ASSETS                                                           (70,896)           (202,475)
        OTHER LIABILITIES                                                      306,017             115,792
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                  2,630,653           2,276,085
  CASH FLOWS FROM INVESTING ACTIVITIES:
     AVAILABLE FOR SALE SECURITIES:
          PROCEEDS FROM SALES                                                4,524,902           1,100,744
          PROCEEDS FROM MATURITIES:
          PAYMENT FOR PURCHASES                                             (6,211,584)         (2,115,170)
     NET DECREASE IN LOANS                                                    (911,747)          1,558,030
     NET (INCREASE) DECREASE IN INTEREST-BEARING DEPOSITS                          -                   -
        IN OTHER INSTITUTIONS                                                    2,255             (16,994)
     NET INCREASE IN FEDERAL FUNDS SOLD                                     (1,231,000)
     CAPITAL EXPENDITURES                                                      (72,780)           (169,999)
     PROCEEDS FROM SALE OF OTHER REAL ESTATE                                       -                16,000
  NET CASH USED IN INVESTING ACTIVITIES                                     (3,899,955)            372,611
  CASH FLOWS FROM FINANCING ACTIVITIES:
     NET INCREASE IN NONINTEREST-BEARING DEPOSITS                           (2,302,076)         (2,369,525)
     NET INCREASE IN INTEREST-BEARING DEPOSITS                               3,243,377          (3,598,744)
     PROCEEDS FROM EXERCISE OF STOCK OPTIONS                                    13,440              25,086
     PAYMENT FOR REPURCHASE OF COMMON STOCK                                   (199,276)            (47,150)
     NET INCREASE (DECREASE) IN SHORT-TERM BORROWING                           828,766           1,224,933
     PROCEEDS FROM ISSUANCE OF LONG-TERM BORROWINGS                          1,000,000           1,000,000
     DIVIDENDS PAID                                                           (279,618)           (280,083)
   NET CASH PROVIDED BY FINANCING ACTIVITIES                                 2,304,613          (4,045,483)
  NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       1,035,312          (1,396,787)
  CASH AND CASH EQUIVALENTS AT BEGINNING                                     9,521,270          13,734,886
  CASH AND CASH EQUIVALENTS AT END                                         $10,556,582         $12,338,099

  SUPPLEMENTAL CASH FLOW INFORMATION:                                           1998                1997
     CASH PAID DURING THE YEAR FOR:
          INTEREST                                                          $2,467,220          $2,368,909
          INCOME TAXES                                                         $30,025             $60,025
  SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
          LOANS TRANSFERRED TO OTHER REAL ESTATE                            $     -                $26,072
          LOANS CHARGED OFF                                                    $40,811             $46,087
          LOANS MADE IN CONNECTION WITH THE DISPOSITION OF OTHER REAL
              ESTATE                                                                 0                   0

<FN>
THE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ARE AN INTEGRAL
PART OF THESE STATEMENTS.
</TABLE>
<PAGE>



                   MID-WISCONSIN FINANCIAL SERVICES, INC.
                            and Subsidiary
                 Notes to Consolidated Financial Statements
                              (Unaudited)


NOTE 1 - GENERAL

      The consolidated balance sheet as of March 31, 1998, and the consolidated
statements of income for the three month period ended March 31, 1998 and 1997,
and the consolidated statements of cash flows for the three month period ended
March 31, 1998 and 1997, have been prepared by the company without audit.  In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and changes in financial position for the unaudited interim period
have been made.

      The Company is not aware of any known trends, events, or uncertainties
that will have or that are reasonably likely to have a material effect on the
Company's liquidity, capital resources, or operations.

      Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed consolidated
financial statements should be read in conjunction with the financial
statements and notes included in the Company's December 31, 1997, annual report
to the Shareholders. The results of operations for the interim period are not
necessarily indicative of the results to be expected for the entire year.


NOTE 2 - INVESTMENT SECURITIES

      All investment securities are held as available for sale.  The book value
and market value of investment securities are summarized as follows:

<TABLE>
                                                BOOK VALUE and MARKET VALUE
<CAPTION>
                                             March 31, 1998    December 31, 1997
<S>                                            <C>                 <C>
U.S. Treasury securities and obligations
   of other U.S. Govt agencies & corp          $15,251,921         $15,756,976
Mortgage Backed Securities                      26,702,324          25,266,862
Oblig. to states & political  subdivisions      11,668,241          10,355,359
Corporate Securities                               781,560           1,689,391
Equity Securities                                1,597,851           1,187,604
Totals                                         $56,001,897         $54,256,192
</TABLE>

      Included in the totals of Investment Securities at March 31, 1998, are
unrealized gains of $645,863 on debt securities classified as available for
sale. The net of tax unrealized holding gain of $382,075 on securities
classified as available-for-sale is reflected in stockholders' equity.

      Securities with an approximate carrying value of $29,117,258 and
$32,889,744 at March 31, 1998 and December 31, 1997, respectively, were pledged
primarily to secure public deposits and for other purposes required by law.
There are no securities of any one issuer that exceed ten percent of
stockholder's equity.
<PAGE>

Note 3 - LOANS

      Loans outstanding increased .198% for the three months ended March 31,
1998; increasing from $185,015,272 at December 31, 1997, to $185,381,867 at
March 31, 1998.

      The composition of loans at March 31, 1998, and December 31, 1997,
follows:

<TABLE>
                               March 31       % of       Dec. 31         % of
(Dollars in Thousands)           1998        total         1997         total

<CAPTION>
<S>                           <C>           <C>          <C>           <C>
Commercial and financial       $29,929       16.14%       $26,943       14.56%
Construction Loans               2,264        1.23%         1,700        0.92%
Agricultural                    34,395       18.55%        34,952       18.89%
Real estate                    106,226       57.30%       108,360       58.57%
Installment                     12,176        6.57%        12,642        6.83%
Lease financing                    392        0.21%           418        0.23%

Total loans                   $185,382      100.00%      $185,015      100.00%

</TABLE>

      The composition of loans in the loan portfolio shows an increase in
commercial and financial and a decrease in real estate at March 31, 1998. The
bank is making increased efforts to sell loans in the secondary market which
will provide funds for liquidity needs and continue to provide service to
customers in its market area.

      Mid-Wisconsin's process for monitoring loan quality includes monthly
analysis of delinquencies, non-performing assets, and potential problem loans.
Loans are placed on a nonaccrual status when they become contractually past due
90 days or more as to interest or principal payments.  All interest accrued but
not collected for loans (including applicable impaired loans) that are placed
on nonaccrual or charged off is reversed to interest income.  The interest on
these loans is accounted for on the cash basis until qualifying for return to
accrual status.  Loans are returned to accrual status when all the principal
and interest amounts contractually due have been collected and there is
reasonable assurance that repayment will continue within a reasonable time
frame.

      A loan is considered impaired when, based on current information, it is
probable that the bank will not collect all amounts due in accordance with the
contractual terms of the loan agreement.  Impairment is based on discounted
cash flows of expected future payments using the loan's initial effective
interest rate or the fair value of the collateral if the loan is collateral
dependent.  Smaller balance homogeneous loans that are collectively evaluated
for impairment include certain smaller balance commercial and agricultural
loans, residential real estate loans, and credit card loans.

<PAGE>

      The company maintains generally high quality loans.  The following table
shows the amount of non-performing assets and other real estate owned as of the
dates indicated.

<TABLE>
<CAPTION>
Risk-element loans           Mar. 31   % of total     Dec. 31    % of total
(dollars in thousands)         1998       loans         1997       loans
<S>                           <C>          <C>         <C>          <C>
Non-accrual, past due,
and restructured loans        $1,670       0.90%       $1,238       0.67%
Potential problem loans            0       0.00%          161       0.09%
Foreign outstandings
                                           0.00%                    0.00%
Total risk-element
   loans                      $1,670       0.90%       $1,399       0.76%
</TABLE>


      Included above are $555,989 of impaired loans (.300%) in non-accrual
status at March 31, 1998. In addition, there are impaired loans of $81,137
(.044%) which management has considered in the allowance for credit losses.
The average balance of impaired loans during the first three months of 1998 was
$683,837.  The impaired loans with an aggregate outstanding balance of
$659,572 are based on fair value of the collateral of the loans as these loans
are collateral dependent.

      Total non-performing assets (loans and other real estate) increased
during the three months ended March 31, 1998.  As a percentage of total
outstanding loans, the non-performing assets increased .20%  to .96% at March
31, 1998, from .76% at December 31, 1997.

      The aggregate amount of non-performing assets was approximately
$1,774,000 and $1,399,000 at March 31, 1998, and December 31, 1997,
respectively.  Non-performing assets are those which are either contractually
past due 90 days or more as to interest or principal payments, on a nonaccrual
status, or the terms of which have been renegotiated to provide a reduction or
deferral of interest or principal.  If nonaccrual and renegotiated loans had
been current or not troubled, $59,466 of interest income would have been
recorded for the three months ended March 31, 1998.  Interest income actually
collected and recorded was $13,284.

      Management is not aware of any additional loans that represent material
credits or of any information which causes management to have serious doubts as
to the ability of such borrowers to comply with the loan repayment terms.

      On January 1, 1997, Mid-Wisconsin adopted Statement of Financial
Accounting Standards No. 122 (SFAS122), "Accounting for Mortgage Servicing
Rights".  The adoption of SFAS No. 122 did not have a significant impact on the
Company's financial condition or results of operations.

<PAGE>

     An analysis of the allowance for credit losses for the period ended March
31, 1998, and December 31, 1997 follows:

<TABLE>
<CAPTION>
(Dollars in Thousands)
                                            March 31, 1998      Dec. 31, 1997
<S>                                               <C>               <C>
Allowance for credit losses at
  beginning of period                             $1,990            $2,031
Provision Charged to Operating Expense                90               140
Recoveries on Loans                                   12                64
Loans Charged off                                    (41)             (245)

Allowance for losses at end of period             $2,051            $1,990
</TABLE>

NOTE 4 - EARNINGS PER SHARE

      Earnings per common share are based upon the weighted average number of
common shares outstanding which includes the common stock equivalents
applicable to shares issuable under the stock options granted.  The weighted
number of shares outstanding were 1,862,611 for the three months ended March
31, 1998, and 1,872,694 for the three months ended March 31, 1997.

<PAGE>
                            SELECTED FINANCIAL DATA

      The following table presents consolidated financial data of Mid-Wisconsin
Financial Services, Inc. and subsidiary.  This information and the following
discussion and analysis should be read in conjunction with other financial
information presented elsewhere in this report.

<TABLE>
                            SELECTED FINANCIAL DATA

<CAPTION>
(Dollars in thousands,                         1998                                       1997
except per share amounts)                  First           Fourth                Third            Second            First
<S>                                     <C>                <C>                <C>               <C>                <C>
FINANCIAL HIGHLIGHTS:
Earnings and Dividends:
Net interest revenue                      $2,687            $2,793              $2,767            $2,644            $2,595
Provision for credit losses                   90                50                  30                30                30
Other operating revenue                      505               695                 449               687               427
Other operating expense                    1,998             2,199               1,785             1,849             1,723
Net income                                   744               819                 916               943               829
Per common share
Net income                                  0.40              0.44                0.49              0.50              0.44
   Dividends declared                       0.15              0.30                0.15              0.15              0.15
   Stockholders' equity                    15.17             14.95               14.79             14.42             13.96
Average common shares (000's)              1,863             1,868               1,871             1,873             1,873
Dividend payout ratio                      37.58%            68.28%

Balance Sheet Summary:
At quarter end:
   Loans net of unearned income          183,330           183,025            $183,159          $180,108          $172,037
   Assets                                267,064           263,676             259,224           255,649           248,172
   Deposits                              212,091           185,524             203,753           199,346           196,444
   Shareholders equity                    28,180            27,867              27,508            26,895            26,039
Average balances:
Loans net of unearned income             184,701           185,095             181,390           176,480           172,746
   Assets                                264,376           263,747             254,216           250,278           248,951
   Deposits                              186,277           183,229             195,609           192,570           199,176
   Shareholders equity                    27,927            27,521              26,993            26,133            25,862

Performance Ratios:
Return on average assets                    1.13%             1.24%               1.44%             1.51%             1.34%
Return on average common equity            10.66%            11.90%              13.57%            14.43%            12.82%
Equity to assets                            9.62%             9.47%              10.30%            10.28%            10.24%
Total risk-based capital                   15.15%            14.94%              14.72%            16.14%            16.33%
Net loan charge-offs as a percentage
   of average loans                         0.02%             0.05%               0.02%             0.01%             0.02%
Nonperforming assets as a percentage
of loans and other real estate              0.96%             0.76%               0.70%             0.77%             1.11%
Net interest margin                         4.50%             4.56%               4.76%             4.61%             4.46%
Efficiency ratio                           63.00%            62.44%              55.04%            55.75%            56.29%
Fee revenue as a percentage of
   average assets                           0.17%             0.18%               0.11%             0.11%             0.11%
Stock Price Information:
High                                      $27.50            $27.25              $27.00            $25.50            $25.50
Low                                        27.25             27.00               25.50             25.00             24.00
Market value at quarter end (1)            27.50             27.25               27.00             25.00             25.50
<FN>
(1) Market value at quarter end represents the average of bid and asked
prices.
</TABLE>
<PAGE>

             ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITIONS AND RESULTS OF OPERATIONS


      Management is not aware of any known trends, events, or uncertainties
that will have or that are reasonably likely to have a material effect on the
Company's liquidity, capital resources, or operations.

      Deposits increased $941,301 during the three month period ended March 31,
1998.  Non-interest bearing deposits decreased $2,302,076 and interest bearing
deposits increased $3,243,377. The decrease in non-interest bearing deposits
follows normal trends for the first quarter of each year.  The company's market
area continues to be highly rate competitive.

      Loans increased $366,595 during the three month period ended March 31,
1998.

      Investments increased $1,745,705 during the three month period ended
March 31, 1998.  The increase in investments was used primarily to satisfy
pledging requirements for municipal deposits.


LIQUIDITY

      Mid-Wisconsin manages its liquidity to provide adequate funds to support
borrowing requirements and deposit flow of its customers.  Management views
liquidity as the ability to raise cash at a reasonable cost or with a minimum
of loss and as a measure of balance sheet flexibility to react to marketplace,
regulatory and competitive changes.  The primary sources of Mid-Wisconsin's
liquidity are marketable assets maturing within one year.  At March 31, 1998,
the carrying value of debt securities maturing within one year amounted to
$6,848,118 or 12.59% of the total debt securities portfolio.   Mid-Wisconsin
also holds $1,597,851 in marketable equity securities. Mid-Wisconsin attempts,
when possible, to match relative maturities of assets and liabilities, while
maintaining the desired net interest margin.


CAPITAL RESOURCES

      As of March 31, 1998, shareholders' equity increased $312,358 to
$28,179,515 from $27,867,157 at December 31, 1997.  This net increase is due to
retention of current year earnings and adjustments for unrealized gains or
losses.  Net unrealized gains were  $382,075 at March 31, 1998, and $348,257 at
December 31, 1997.

      The primary capital to asset ratio was 9.63% as of March 31, 1998,
compared to 9.62% at December 31, 1997.  The company's risk-based capital ratio
for Tier 1 (core) amounted to 14.00% and total risk-based capital amounted to
15.15%.  This compares to Tier 1 (core) capital of 13.83% and total risk-based
capital of 14.94% at December 31, 1997.


RESULTS OF OPERATIONS

      The company's consolidated net income for the three months ended March
31, 1998, decreased $84,674 or 10.218% to $743,994 from $828,668 for the three
months ended March 31, 1997. Net interest income increased $92,451 during the
three months ended March 31, 1998, over  the three months ended March 31, 1997.
<PAGE>

      Return on average common stockholders' equity amounted to 11.82% for the
three months ended March 31, 1998; compared to 13.18% for the three months
ended March 31, 1997.

      Return on average assets for the three months ended March 31, 1998,
amounted to 1.14%; compared to 1.34% for the three months ended March 31, 1997.

      Net earnings per share amounted to  $ .40 per share for the three months
ended March 31, 1998, compared to   $ .44 for the three months ended  March 31,
1997.  Cash dividends paid were .15 per share in March 1998 and 1997.


PROVISION FOR CREDIT  LOSSES

      Management determines the adequacy of the allowance for credit losses
based on past loan experience, current economic conditions, composition of the
loan portfolio, and the potential for future loss.  Accordingly, the amount
charged to expense is based on management's evaluation of the loan portfolio.
It is the Company's policy that when available information confirms that
specific loans and leases, or portions thereof, including impaired loans, are
uncollectible, these amounts are promptly charged off against the allowance.
The provision for credit losses was $90,000 for the three months ended March
31, 1998, and $30,000 for the three months ended March 31, 1997.  The allowance
for credit losses as a percentage of gross loans outstanding was $2,051,540 or
1.11% of total loans on March 31, 1998, compared to $2,030,991 or 1.18% of
total loans on March 31, 1997.  Net charge-offs as a percentage of average
loans outstanding were .02% during the three months ended March 31, 1998 and
1997.

      Non-performing loans are reviewed to determine exposure for potential
loss within each loan category.  The adequacy of the allowance for credit
losses is assessed based on credit quality and other pertinent loan portfolio
information.  The reserve for credit losses provided strong non-performing loan
coverage, decreasing to 115% at March 31, 1998 from 142% at December 31, 1997.
The adequacy of the reserve and the provision for credit losses is consistent
with the composition of the loan portfolio and recent credit quality history.


NET INTEREST INCOME

      Net interest income is the most significant component in earnings. For
analysis purposes, interest earned on tax exempt assets is adjusted to a fully
taxable equivalent basis.

      The net yield on interest earning assets shows the yield for the three
months ended March 31, 1998, to be 4.50%; compared to 4.46% for the three
months ended March 31, 1997.  The average rate on earning assets increased
slightly and the average rate on interest bearing liabilities decreased.  The
company continues efforts to increase net interest margin through the strategic
pricing of loans and deposits.

<PAGE>

NON-INTEREST INCOME

      Non-interest income increased 18.28% to $504,696 during the three months
ended March 31, 1998, from $426,694 during the three months ended March 31,
1997.  There were no security gains or losses during the three months ended
March 31, 1998 or 1997. Fee income on deposit accounts has increased $7,522 to
$156,933 during the three months ended March 31, 1998, from $149,411 during the
three months ended March  31, 1997.  Investment product commissions increased
$32,384 to $83,735 during the three months ended  March 31, 1998 from $51,351
during the three months ended March 31, 1997.  Other fee income increased
$18,194 and other operating income increased $17,297 during the three months
ended March 31, 1998 over the three months ended March 31, 1997.


NON-INTEREST EXPENSE

      Non-interest expenses increased 16.00% to $1,998,211 for the three months
ended March 31, 1998,  from $1,722,533 for the three months ended March  31,
1997.  There are no expenses included in other expenses that exceed 1% of total
interest and other income for either 1997 or 1997. The Company is expanding the
use of technology throughout its banks in order to provide increased customer
service and allow for more efficient consolidation of its operational areas.
Mid-Wisconsin has placed emphasis on increased productivity and standardization
of programs and procedures throughout all of its locations.

<PAGE>

                          PART II.  Other Information

ITEM 5.  Other Information

      The company is preparing for the year 2000 issues that will have an
impact on computer hardware and software.  A project plan will be in place by
mid-year 1998 that will address these issues with a timetable for completing
the necessary testing and replacement of non-compliant systems.  Hardware and
software vendors have been contacted and letters identifying their testing and
compliance schedule are being kept on file.  The company's banking software
provider has completed initial testing and complete results have been provided
on all applications.  All costs associated with correcting year 2000 concerns
are being expensed as incurred.  These costs are not expected to exceed $50,000
and are not expected to have an impact on the company's results of operations,
liquidity, and capital resources.

      The company has surveyed the local business community to determine the
extent of year 2000 planning being done.  Printed information and seminars are
being provided for customers regarding preparing a project plan and
implementation of the plan.
<PAGE>

ITEM 6.  Exhibits and Reports on Form 8-K

(a) Exhibits required by Item 601 of Regulation S-K

   The following exhibits are filed as part of this quarterly report on Form
   10-Q.

                                                                  Incorporated
      EXHIBIT NO. AND DESCRIPTION
                                                                EXHIBIT <dagger>

      (3)  Articles of Incorporation and Bylaws
            (a)  Articles of Incorporation, as amended               3 (a) (2)
            (b)  Bylaws, as amended September 20, 1995               3 (b) (2)
      (4)  Instruments defining the rights of security
             holders, including indentures
            (a)  Articles of Incorporation and
                  Bylaws (See (3)(a) and (b))
           (10) Material contracts:
              **(a)  1997 Mid-Wisconsin Bank
                  Senior Officer Incentive Bonus Plan               10 (a) (1)
              **(b)  Mid-Wisconsin Financial Services, Inc.
                  1991 Employee Stock Option Plan                   10 (b) (2)
              **(c)  Mid-Wisconsin Financial Services, Inc.
                  Directors' Deferred Compensation Plan             10 (e) (3)
              **(d)  Executive Officer Employment and Severance
                  Agreement                                         10 (d) (1)
              **(e)  Executive Officer Bonus Plan                   10 (e) (1)
              **(f)  Mid-Wisconsin Bank
                  Senior Officer Incentive Bonus Plan               10 (f) (1)
      (22)  Subsidiaries of the registrant                          21 (2)
      (27)  Financial Data Schedule

      **Denotes Executive Compensation Plans and Arrangements

      <dagger> Where exhibit has been previously filed and is incorporated
      herein by reference, exhibit numbers set forth herein correspond to the
      exhibit numbers where such exhibit can be found in the following reports
      of the registrant (Commission File No. 0-18542) filed with the Securities
      and Exchange Commission:

      (1) Form 10-K for the year ended December 31, 1997, as filed with the
      Commission on March 23, 1998.
      (2) Form 10-K for the year ended December 31, 1995, as filed with the
      Commission on March 26, 1996.
      (3) Form 10-K for the year ended December 31, 1992, as filed with the
      Commission on March 30, 1993.


(b)  No reports on Form 8-K have been filed during the quarter  for which this
Form 10-Q is filed.

<PAGE>
      

                               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.


                                         MID-WISCONSIN FINANCIAL SERVICES, INC.



Date            May 11, 1998                      GENE C. KNOLL
                                                  Gene C. Knoll, President
                                                  (Principal Executive Officer)

Date            May 11, 1998                      LUCILLE BRANDNER
                                                  Lucille Brandner, Controller
                                                  (Principal Accounting Officer)

<PAGE>

                                    EXHIBIT INDEX
                                          to
                                      FORM 10-Q
                                          of
                       MID-WISCONSIN FINANCIAL SERVICES, INC.
                        for the period ended March 31, 1998
                     Pursuant to Section 102(d), Regulation S-T
                           (17 C.F.R. <section>232.102(d))

Exhibit 27.  Financial Data Schedule


<TABLE> <S> <C>

<ARTICLE>   9
<MULTIPLIER>   1,000

       
<S>                                <C>
<PERIOD-TYPE>                      3-MOS
<FISCAL-YEAR-END>                  Dec-31-1998
<PERIOD-END>                       Mar-31-1998
<CASH>                                  10,557
<INT-BEARING-DEPOSITS>                 188,768
<FED-FUNDS-SOLD>                         5,847
<TRADING-ASSETS>                             0
<INVESTMENTS-HELD-FOR-SALE>             56,002
<INVESTMENTS-CARRYING>                  56,002
<INVESTMENTS-MARKET>                    56,002
<LOANS>                                185,382
<ALLOWANCE>                             (2,051)
<TOTAL-ASSETS>                         267,064
<DEPOSITS>                             212,091
<SHORT-TERM>                            16,907
<LIABILITIES-OTHER>                      3,486
<LONG-TERM>                              6,400
                        0
                                  0
<COMMON>                                   186
<OTHER-SE>                              24,993
<TOTAL-LIABILITIES-AND-EQUITY>         267,064

<INTEREST-LOAN>                          4,225
<INTEREST-INVEST>                          900
<INTEREST-OTHER>                            36
<INTEREST-TOTAL>                         5,161
<INTEREST-DEPOSIT>                       2,175
<INTEREST-EXPENSE>                       2,474
<INTEREST-INCOME-NET>                    2,687
<LOAN-LOSSES>                               90
<SECURITIES-GAINS>                           0
<EXPENSE-OTHER>                          1,998
<INCOME-PRETAX>                          1,104
<INCOME-PRE-EXTRAORDINARY>               1,104
<EXTRAORDINARY>                              0
<CHANGES>                                    0
<NET-INCOME>                               744
<EPS-PRIMARY>                             0.40
<EPS-DILUTED>                             0.40
<YIELD-ACTUAL>                            8.45
<LOANS-NON>                              1,427
<LOANS-PAST>                                29
<LOANS-TROUBLED>                           214
<LOANS-PROBLEM>                            660
<ALLOWANCE-OPEN>                         1,990
<CHARGE-OFFS>                               41
<RECOVERIES>                                12
<ALLOWANCE-CLOSE>                        2,051
<ALLOWANCE-DOMESTIC>                        90
<ALLOWANCE-FOREIGN>                          0
<ALLOWANCE-UNALLOCATED>                     74


</TABLE>


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