Stockholders’ Equity and Regulatory Capital

On June 5, 2008, in connection with the implementation of the Shareholder Rights Plan dated the same date, the Board of Directors declared a dividend of one common share purchase right for each outstanding share of common stock, $0.01 par value per share (common shares), of the Corporation. The dividend was paid on July 15, 2008. Each right entitles the registered holder to purchase from the Corporation one-half of one common share, at a price of $42.50 per full common share (equivalent to $21.25 for each one-half of a common share), subject to adjustment. The rights will be exercisable only if a person or group acquires 15% or more of the Corporation’s common stock or announces a tender offer for such stock. Under conditions described in the Shareholder Rights Plan, holders of rights may acquire additional shares of the Corporation’s common stock. The value of shares acquired under the plan would have a market value of two times the then-current per share purchase price. The rights will expire on June 5, 2018 if not renewed.

The Corporation and the Banks are subject to various regulatory capital requirements administered by Federal, State of Wisconsin and State of Kansas banking agencies. Failure to meet minimum capital requirements can result in certain mandatory, and possibly additional discretionary actions on the part of regulators, that if undertaken, could have a direct material effect on the Banks’ assets, liabilities and certain off-balance-sheet items as calculated under regulatory practices. The Corporation’s and the Banks’ capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. The Corporation continuously reviews and updates when appropriate its Capital and Liquidity Action Plan (the “Capital Plan”), which is designed to help ensure appropriate capital adequacy, to plan for future capital needs and to ensure that the Corporation serves as a source of financial strength to the Banks. The Corporation’s and the Banks’ Boards of Directors and management teams adhere to the appropriate regulatory guidelines on decisions which affect their capital position, including but not limited to, decisions relating to the payment of dividends and increasing indebtedness.

As a bank holding company, the Corporation’s ability to pay dividends is affected by the policies and enforcement powers of the Federal Reserve. Federal Reserve guidance urges companies to strongly consider eliminating, deferring or significantly reducing dividends if: (i) net income available to common shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividend; (ii) the prospective rate of earnings retention is not consistent with the bank holding company’s capital needs and overall current prospective financial condition; or (iii) the bank holding company will not meet, or is in danger of not meeting, its minimum regulatory capital ratios. Management intends, when appropriate under regulatory guidelines, to consult with the Federal Reserve Bank of Chicago and provide it with information on the Corporation’s then-current and prospective earnings and capital position in advance of declaring any cash dividends.

The Banks are also subject to certain legal, regulatory and other restrictions on their ability to pay dividends to the Corporation. As a bank holding company, the payment of dividends by the Banks to the Corporation is one of the sources of funds the Corporation could use to pay dividends, if any, in the future and to make other payments. Future dividend decisions by the Banks and the Corporation will continue to be subject to compliance with various legal, regulatory and other restrictions as defined from time to time.

Qualitative measures established by regulation to ensure capital adequacy require the Corporation and the Banks to maintain minimum amounts and ratios of Total, common equity Tier 1 and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets. These risk-based capital requirements presently address credit risk related to both recorded and off-balance-sheet commitments and obligations. Management believes, as of December 31, 2015, that the Corporation and the Banks met all applicable capital adequacy requirements.

In July 2013, the FRB and the FDIC approved the final rules implementing the Basel Committee on Banking Supervision’s (“BCBS”) capital guidelines for U.S. banks. These rules are applicable to all financial institutions that are subject to minimum capital requirements, including federal and state banks and savings and loan associations, as well as bank and savings and loan holding companies other than “small bank holding companies” (generally non-publicly traded bank holding companies with consolidated assets of less than $1 billion). Under the final rules, minimum requirements will increase for both the quantity and quality of capital held by the Corporation. The rules include a new common equity Tier 1 capital to risk-weighted assets minimum ratio of 4.5%, raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0%, require a minimum ratio of Total Capital to risk-weighted assets of 8.0%, and require a minimum Tier 1 leverage ratio of 4.0%. The rules also permit banking organizations with less than $15 billion to retain, through one-time election, the existing treatment for accumulated other comprehensive income, which would not affect regulatory capital. The Corporation elected to retain this treatment, which reduces the volatility of regulatory capital ratios. A new capital conservation buffer, comprised of common equity Tier 1 capital, is also established above the regulatory minimum capital requirements. This capital conservation buffer will be phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increase each subsequent year by an additional 0.625% until reaching its final level of 2.5% on January 1, 2019.

The phase-in period for the final rules became effective for the Corporation on January 1, 2015, with full compliance with all of the final rules’ requirements phased in over a multi-year schedule, to be fully phased-in by January 1, 2019. As of December 31, 2015, the Corporation’s and the Bank’s capital levels remained characterized as well capitalized under the new rules.

The following table summarizes the Corporation’s and Banks’ capital ratios and the ratios required by their federal regulators at December 31, 2015 and 2014, respectively:



	Actual				Minimum Required for Capital Adequacy Purposes				Minimum Required to Be Well Capitalized Under Prompt Corrective Action Requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars In Thousands)
As of December 31, 2015
Total capital (to risk-weighted assets)
Consolidated	$	189,163	11.11	%	$	136,208	8.00	%	N/A		N/A
First Business Bank	141,388		11.12		101,754		8.00		$	127,193	10.00	%
First Business Bank – Milwaukee	20,931		12.03		13,914		8.00		17,392		10.00
Alterra Bank	30,300		11.39		21,279		8.00		26,598		10.00
Tier 1 capital (to risk-weighted assets)
Consolidated	$	149,920	8.81		$	102,156	6.00		N/A		N/A
First Business Bank	128,852		10.13		76,316		6.00		$	101,754	8.00
First Business Bank – Milwaukee	19,172		11.02		10,435		6.00		13,914		8.00
Alterra Bank	28,278		10.63		15,959		6.00		21,279		8.00
Common equity tier 1 capital (to risk-weighted assets)
Consolidated	$	139,920	8.22		$	76,617	4.50		N/A		N/A
First Business Bank	128,852		10.13		57,237		4.50		$	110,669	6.50
First Business Bank — Milwaukee	19,172		11.02		7,826		4.50		82,675		6.50
Alterra Bank	28,278		10.63		11,969		4.50		11,305		6.50
Tier 1 capital (to average assets)
Consolidated	$	149,920	8.63		$	69,466	4.00		N/A		N/A
First Business Bank	128,852		10.44		49,359		4.00		$	61,698	5.00
First Business Bank – Milwaukee	19,172		7.81		9,821		4.00		12,276		5.00
Alterra Bank	28,278		9.89		11,441		4.00		14,301		5.00



	Actual				Minimum Required for Capital Adequacy Purposes				Minimum Required to Be Well Capitalized Under Prompt Corrective Action Requirements
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars In Thousands)
As of December 31, 2014
Total capital (to risk-weighted assets)
Consolidated	$	173,263	12.13	%	$	114,253	8.00	%	N/A		N/A
First Business Bank	131,411		12.19		86,272		8.00		$	107,841	10.00	%
First Business Bank – Milwaukee	19,128		12.47		12,274		8.00		15,343		10.00
Tier 1 capital (to risk-weighted assets)
Consolidated	$	136,008	9.52		$	57,127	4.00		N/A		N/A
First Business Bank	118,907		11.03		43,136		4.00		$	64,704	6.00
First Business Bank – Milwaukee	17,641		11.50		6,137		4.00		9,206		6.00
Tier 1 capital (to average assets)
Consolidated	$	136,008	8.71		$	62,490	4.00		N/A		N/A
First Business Bank	118,907		10.13		46,960		4.00		$	58,700	5.00
First Business Bank – Milwaukee	17,641		7.90		8,935		4.00		11,169		5.00

The following table reconciles stockholders’ equity to federal regulatory capital at December 31, 2015 and 2014, respectively.



	As of December 31,
	2015			2014
	(In Thousands)
Stockholders’ equity of the Corporation	$	150,832		$	137,748
Unrealized and accumulated (gains) losses on specific items	80			(652		)
Disallowed servicing assets and purchased credit card relationships	(370		)	(94		)
Disallowed goodwill and other intangibles	(10,622		)	(10,994		)
Trust preferred securities	10,000			10,000
Tier 1 capital	149,920			136,008
Allowable general valuation allowances and subordinated debt	39,243			37,255
Risk-based capital	$	189,163		$	173,263