U. S. SECURITIES AND EXCHANGE COMMISSION Washington. D. C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from _______________ to _______________. Commission file number 0-22471 Luxemburg Bancshares, Inc. (Exact name of small business issuer as specified in its charter) Wisconsin 39-1457904 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 630 Main Street, Luxemburg, Wisconsin 54217 (Address of principal executive offices) (920) 845-2345 (Issuer's telephone number) N/A (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] State the number of shares outstanding of each issuer's classes of common equity, as of July 21, 2000: 540,528 shares were outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] LUXEMBURG BANCSHARES, INC. INDEX Page No. PART I - FINANCIAL INFORMATION Independent Accountant's Report 3 Consolidated Balance Sheets - June 30, 2000 and December 31, 1999 4 Consolidated Statements of Income - Three Months & Six Months Ended June 30, 2000 and 1999 5 Consolidated Condensed Statements of Changes in Stockholders' Equity - Six Months Ended June 30, 2000 and 1999 6 Consolidated Statements of Cash Flow - Six Months Ended June 30, 2000 and 1999 7 Notes to Consolidated Financial 8 - 9 Statements Management's Discussion and Analysis of Financial Condition and Results of Operations 10 - 14 PART II - OTHER INFORMATION Item 2 - Changes in Securities and Use of Proceeds 15 Item 4 - Submission of Matters to a Vote of Security Holders 15 Item 6 - Exhibits and Reports on Form 8-K 15 SIGNATURES 15 PART I - FINANCIAL INFORMATION Wipfli Ullrich Bertelson LLP ----------------------------- CPAs * CONSULTANTS * ADVISORS ----------------------------- Independent Accountant's Report Board of Directors and Stockholders Luxemburg Bancshares, Inc. Luxemburg, Wisconsin We have reviewed the accompanying unaudited consolidated balance sheet of Luxemburg Bancshares, Inc. and Subsidiaries as of June 30, 2000, and the related unaudited consolidated statements of income, changes in stockholders' equity, and cash flows for the six-month period then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles. /s/ Wipfli Ullrich Bertelson LLP Wipfli Ullrich Bertelson LLP July 31, 2000 Green Bay, Wisconsin LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (UNAUDITED) June 30, 2000 and December 31, 1999 ASSETS 2000 1999 ---- ---- Cash and due from banks $ 4,240,472 $ 4,275,838 Interest-bearing deposits 243,609 240,293 Federal funds sold 53,000 0 ------------ ------------- Cash and cash equivalents 4,537,081 4,516,131 Investment securities available for sale-Stated at fair value 18,384,174 18,276,824 Total loans 93,250,839 82,366,209 Allowance for credit losses (1,022,412) (895,952) ------------ ------------- Net loans 92,228,427 81,470,257 Premises and equipment 2,619,998 2,731,432 Other investments at cost 323,550 318,550 Other assets 2,599,123 2,735,318 ------------ ------------- TOTAL ASSETS $120,691,353 $110,048,512 ------------ ------------- LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999 LIABILITIES: ---- ---- Non-interest-bearing deposits $ 13,124,550 $ 12,198,310 Interest-bearing deposits 92,658,596 84,761,332 ------------ ------------ Total deposits 105,783,146 96,959,642 Short-term borrowings 2,850,953 1,373,649 Borrowed funds 14,117 27,683 Other liabilities 820,780 947,691 ------------ ------------ Total liabilities 109,468,996 99,308,665 ------------ ------------ STOCKHOLDERS' EQUITY: Common stock- $1.00 par value: Authorized - 2,400,000 shares, Issued - 594,496 shares in 2000 and 591,000 shares in 1999 594,496 591,000 Capital surplus 4,053,202 3,986,477 Retained earnings 7,286,154 6,891,080 Accumulated other comprehensive deficit (367,336) (384,551) Less - 26,984 shares of treasury common stock, at cost (344,159) (344,159) ------------ ------------ Total stockholders' equity 11,222,357 10,739,847 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $120,691,353 $110,048,512 ============ ============ See accompanying notes to consolidated financial statements. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED) Three Months Six Months Ended June 30, Ended June 30, 2000 1999 2000 1999 INTEREST INCOME: Interest and fees on loans $1,964,072 $1,481,876 $3,774,592 $2,870,285 Interest on investment securities: Taxable 162,870 207,930 327,683 411,793 Tax-exempt 93,222 79,089 187,357 144,278 Other interest and dividend income 45,879 21,394 69,913 108,153 ---------- ---------- ---------- ---------- Total interest income 2,266,043 1,790,289 4,359,545 3,534,509 ---------- ---------- ---------- ---------- INTEREST EXPENSE: Deposits 1,219,669 874,296 2,278,213 1,762,406 Short-term borrowings 42,381 6784 71,214 8,327 Borrowed funds 452 1,626 1,056 3,601 ----------- ---------- ---------- ---------- Total interest expense 1,262,502 882,706 2,350,483 1,774,334 ----------- ---------- ---------- ---------- Net interest income 1,003,541 907,583 2,009,062 1,760,175 Provision for credit losses 39,000 30,000 78,000 60,000 ----------- ---------- ---------- ---------- Net interest income after provision for credit losses 964,541 877,583 1,931,062 1,700,175 ----------- ---------- ---------- ---------- OTHER INCOME: Service charges on deposit accounts 58,606 48,096 107,548 98,489 Mortgage underwriting fees - Secondary market 39,769 20,989 66,446 33,343 Loan servicing fee income 16,681 17,665 27,683 47,087 Other operating income 212,842 157,857 403,340 321,880 ----------- ---------- ---------- ---------- Total other income 327,898 244,607 605,017 500,799 OPERATING EXPENSES: Salaries and related benefits 532,959 413,078 1,033,928 808,243 Net occupancy expense 58,460 51,583 121,961 102,885 Equipment rentals, depreciation, and maintenance 90,022 84,013 180,470 163,127 Data processing 42,307 45,613 83,414 78,250 Other operating expenses 206,094 199,593 395,169 347,546 ----------- ---------- ---------- ---------- Total operating expenses 929,842 793,880 1,814,942 1,500,051 ----------- ---------- ---------- ---------- Income before provision for income taxes 362,597 328,310 721,137 700,923 Provision for income taxes 87,476 91,910 174,714 189,751 ----------- ---------- ---------- ---------- Net income $ 275,121 $ 236,400 $ 546,422 $ 511,172 ----------- ---------- ---------- ---------- Basic earnings per common $0.51 $0.49 $1.01 $1.05 share (*value reflect 2 for ----- ----- ----- ----- 1 stock split of May 15, 2000.) LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) Six Months Ended June 30, 2000 and 1999 Six Months Ended Six Months Ended June 30, 2000 June 30, 1999 Shares Equity Total Shares Equity Total Balance - Beginning of period 537,032 $10,739,847 487,002 $ 9,456,433 ------- ----------- ------- ----------- Issuance of common stock 3,496 $ 70,221 ------- ----------- Comprehensive income: Net Income $ 546,422 $ 511,172 Other comprehensive income ----------- ----------- (deficit) - Change in net unrealized loss on securities available for sale 17,215 (337,029) ----------- ----------- Total comprehensive income 563,637 174,143 ----------- ----------- Dividends Paid 151,348 126,600 Balance - End of period 540,528 $ 487,002 487,002 $ 9,503,976 ------- ----------- ------- ----------- * The number of shares outstanding reflects the 2 for 1 stock split of May 15, 2000. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 2000 and 1999 2000 1999 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 546,422 $ 511,172 Adjustments to reconcile net income to net ------------ ------------ cash provided by operating activities: Depreciation and amortization 117,964 165,692 Accretion of discounts on securities ( 8,954) (10,963) Amortization of premiums on securities 3,983 11,714 Provision for credit losses 78,000 60,000 Change in other operating assets 178,902 (156,858) Change in other operating liabilities (129,310) 30,708 ------------ ------------ Total adjustments 240,585 100,293 ------------ ------------ Net cash provided by operating activities 787,007 611,465 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of securities available for sale 1,011,946 5,368,751 Purchase of securities available for sale (736,950) (6,749,039) Net (increase) decrease in loans (10,836,170) (8,777,284) Purchase of additional life insurance (42,707) (42,491) Proceeds from sale of other real estate 31,652 Capital expenditures (6,530) (1,229,580) Purchase of other Investments (354,985) (42,500) ------------ ------------ Net cash provided by (used in) investing activities (10,965,396) (11,440,491) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposits 8,823,504 48,665 Net increase (decrease) in short-term borrowings 1,463,738 2,154,451 Principal payments on borrowed funds (6,776) (28,914) Director and Employee Stock Purchase Plans 70,221 0 Dividends Paid (151,348) (126,600) ------------ ------------ Net cash provided by (used in) financing activities 10,199,339 2,047,602 ------------ ------------ Net increase (decrease) in cash and cash equivalents 20,950 (8,781,424) Cash and cash equivalents at beginning 4,516,131 12,320,851 ------------ ------------ Cash and cash equivalents at end $ 4,537,081 $ 3,539,427 ------------ ------------ Supplemental information: Cash paid during the period for: Interest $ 2,368,249 $ 1,697,613 Income taxes $ 212,986 $ 173,228 See accompanying notes to consolidated financial statements. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) The consolidated financial statements for interim periods are unaudited; however, in the opinion of the management of Luxemburg Bancshares, Inc. ("Company"), all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation have been included. Refer to the Notes to Consolidated Financial Statements which appear in the Company's Form 10-KSB for the Fiscal Year ended December 31, 1999 for the Company's accounting policies which are pertinent to these financial statements. NOTE 1: BASIS OF PRESENTATION The consolidated financial statements of Company, a bank holding company, include the accounts of Company and Subsidiaries - Bank of Luxemburg, Luxemburg Investment Corporation, and Area Development Corporation. All significant intercompany balances and transactions have been eliminated in consolidation. Goodwill acquired in a business acquisition is being amortized on a straight-line basis over five years. The accompanying financial statements have been prepared in accordance with the instructions for Form 10-QSB and, therefore, do not include all information and footnotes required by generally accepted accounting principles in annual consolidated financial statements. For purposes of reporting cash flows, the Company considers cash on hand, interest-bearing and non- interest bearing deposits in banks and federal funds sold as cash and cash equivalents. Earnings per common share are based upon the weighted average number of common shares outstanding. The weighted average number of shares outstanding was 540,297 in June 2000 and 487,002 in June 1999. The basic and diluted earnings per share are the same for 2000 and 1999. On March 17, 2000 the Board of Directors approved a two (2) for one (1) stock for shareholders of record of April 2, 2000 and issued on May 15, 2000. The earnings per share and number of shares outstanding reflect the stock split for comparative purposes. NOTE 2: FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK The Bank of Luxemburg's ("Bank's") financial statements do not reflect various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk, interest rate risk, and liquidity risk. These commitments and contingent liabilities are commitments to extend credit and standby letters of credit. A summary of the Bank's commitments and contingent liabilities at each balance sheet date is as follows: Notional Amount June 30, 2000 December 31, 1999 Commitments to extend credit $8,547,000 $7,928,000 Credit card arrangements 1,456,000 1,451,000 Standby letters of credit 567,000 848,000 Commitments to extend credit and credit card arrangements are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. A portion of the commitments are expected to be drawn upon, thus representing future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by- case basis. The amount of collateral obtained upon extension of credit is based on management's credit evaluation of the counterparty. Collateral held varies but may include accounts receivable; inventory; property, plant, and equipment; real estate; and stocks and bonds. Management does not anticipate any material losses as a result of these commitments. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds collateral supporting those commitments for which collateral is deemed necessary. Because these instruments have fixed maturity dates and because many of them expire without being drawn upon, they do not generally present any significant liquidity risk to the Bank. Management does not anticipate any material losses as a result of these letters of credit. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 3: ACCOUNTING CHANGES Future Accounting Changes - In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments and for hedging activities. This statement requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. As amended by SFAS No. 137, the statement is effective for fiscal years beginning after June 15, 2000. Management, at this time, cannot determine the effect adoption of this statement may have on the consolidated financial statements of the Company as the accounting for derivatives is dependent on the amount and nature of derivatives in place at the time of adoption. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES SELECTED QUARTERLY FINANCIAL DATA Three Months Six Months Ended June 30, Ended June 30, 2000 1999 2000 1999 Net Earnings $ 275,121 $ 236,400 $ 546,422 $ 511,172 Average Consolidated Balance Sheet Items: Loans 88,757,468 66,230,906 86,461,776 63,786,140 Taxable Investment 10,544,996 13,502,533 10,604,125 13,277,014 Fed Funds Sold 1,888,330 1,443,649 1,304,159 4,089,862 Municipal Loans & Investments 9,568,602 9,192,985 9,482,088 8,879,403 Other Earning Assets 1,184,186 676,607 888,046 959,680 ----------- ----------- ----------- ----------- Total Earning Assets 110,243,582 91,046,680 108,740,194 90,992,099 Total Assets 119,218,249 98,556,097 115,995,469 97,997,030 Deposits 104,356,150 86,984,883 102,056,648 86,714,930 Shareholders' Equity 11,178,093 9,777,274 10,493,696 9,689,875 Key Ratios: Average Equity to Average Total Assets 9.38% 10.73% 9.05% 10.20% Return on Average Total Assets 0.93% 0.96% 0.95% 1.04% Return on Average Equity 9.85% 9.67% 10.42% 10.55% Net Interest Margin 3.60% 4.00% 3.76% 3.90% NET INTEREST INCOME Net interest income, the principle source of earnings, is the amount by which interest generated by earning assets exceeds the interest costs of liabilities obtained to fund them. As shown below, net interest income has increased $95,958 or 10.57% to $1,003,542 for the three months ended June 30, 2000, from $907,583 for the three months ended June 30, 1999. Net interest income has increased $248,887 or 14.14% to $2,009,062 for the six months ended June 30, 2000, from $1,760,175 for the six months ended June 30, 1999. The increase in net interest income reflects the loan and deposit growth. The increase was reduce because deposit interest rates increased faster than loan interest rates. Three Months Ended June 30, Six Months Ended June 30, 2000 1999 2000 1999 Interest Income $ 2,266,043 $ 1,790,289 $ 4,359,545 $ 3,534,509 Interest Expense 1,262,502 882,706 2,350,483 1,774,334 ----------- ----------- ----------- ----------- Net Interest Income $ 1,003,541 $ 907,583 $ 2,009,062 $ 1,760,175 ----------- ----------- ----------- ----------- Net Interest Margin 3.60% 4.00% 3.76% 3.90% RATE/VOLUME ANALYSIS The impact of changes in volume and interest rates on net interest income for the three and six months ended June 30, 2000 is illustrated in the following table: Three Months Ended June 30, 2000 Compared to Three Months Ended June 30, 1999. Increase (Decrease) in Net Interest Income Net Change Due To Rate Due To Volume Interest Income $ 475,754 $ 19,581 $ 456,173 Interest Expense 379,795 88,894 290,902 --------- --------- --------- Net Interest Income $ 95,958 $ (69,313) $ 165,271 --------- --------- --------- Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999. Increase (Decrease) in Net Interest Income Net Change Due To Rate Due To Volume Interest Income $ 825,036 $ (22,585) $ 847,621 Interest Expense 576,149 104,209 471,940 --------- --------- --------- Net Interest Income $ 248,887 $(126,794) $ 375,681 --------- --------- --------- Interest rates on the Bank's earning assets and interest bearing liabilities were generally higher for the three months and six months ended June 30, 2000 compared to the three months and six months ended June 30, 1999. Earning assets increased 22.2% and 19.5%, respectively to $111,270,838 for the three months ended June 30, 2000 from $91,046,680 for the three months ended June 30, 1999 and to $108,740,194 for the six months ended June 30, 2000 from $90,992,009 for the six months ended June 30, 1999. However, interest bearing liabilities increased 24.6% and 20.4%, respectively to $95,837,614 for the three months ended June 30, 2000 compared to $76,896,788 for the three months ended June 30, 1999 and to $92,672,896 for the six months ended June 30, 2000 compared to $76,996,708 for the six months ended June 30, 1999. OPERATING RESULTS Net income for the three months ended June 30, 2000, was $275,121 compared to $236,400 for the three months ended June 30, 1999. The increase of $38,721 reflects an increase in net interest income and fee income with higher personnel costs. The increase in net interest income of $95,958 for the three months ended June 30, 2000, compared to the three months ended June 30, 1999 is discussed in "Net Interest Income" and "Rate/Volume Analysis" elsewhere in this report. Mortgage underwriting fees - Secondary market and loan service fee income increased $17,796 to $56,450 for the three months ended June 30, 2000, compared to $38,654 for the three months ended June 30, 1999. This increase is primarily due to the Company originating $1,130,500 of loans sold to the secondary market and collecting service fee income on $28,029,931 of loans previously sold to the market. Other operating income, including other loan fees, debit card and ATM fees, increased $54,985 or 34% to $212,842 for the three months ending June 30, 2000 compared to $157,857 for the three months ending June 30, 1999. Total operating expenses increased a $135,962 or 17.1% from $793,880 for the three months ended June 30, 1999 to $929,842 for the three months ended June 30, 2000. Salaries and related benefits increased $119,881 or 29.0% to $532,959 for the three months ended June 30, 2000 compared to $413,078 for the three months ended June 30, 1999. Additional staffing in the Financial Resource Center plus increases in insurance and training costs along with the employment expenses at the Casco office account for the increase. Net occupancy expense increased $6,877 or 13.3% to $58,460 for the three months ended June 30, 2000 compared to $51,583 for the three months ended June 30, 1999. Equipment rentals, depreciation, and maintenance for the three months ended June 30, 2000 increased $6,009 or 7.1% to $90,022 compared to $84,013 for the three months ended June 30, 1999. Finally, other operating expenses for the three months ended June 30, 2000 increased $6,051 or 3.0% to $206,094 from $199,593 for the three months ended June 30, 1999. Net income for the six months ended June 30, 2000, was $546,422 compared to $511,172 for the six months ended June 30, 1999. The increase of $35,250 reflects an increase in net interest income and fee income with higher personnel costs. The increase in net interest income of $248,887 for the six months ended June 30, 2000, compared to the three months ended June 30, 1999 is discussed in "Net Interest Income" and "Rate/Volume Analysis" elsewhere in this report. Other operating income, including other loan fees, debit card and ATM fees, increased $81,460 or 25.3% to $403,340 for the six months ending June 30, 2000 compared to $321,880 for the six months ending June 30, 1999. Of the increase other loan fees accounted for $26,578, alternative investment sales accounted for $31,348 and card services and ATM services accounted for $12,717. Total operating expenses increased a $314,891 or 17.3% from $1,500,051 for the six months ended June 30, 1999 to $1,814,942 for the six months ended June 30, 2000. Salaries and related benefits increased $225,685 or 27.9% to $1,033,928 for the six months ended June 30, 2000 compared to $808,243 for the six months ended June 30, 1999. Higher salaries and wages in addition to the Financial Resource Center increase in sales staff plus increases in insurance and training costs and the employment expenses at the Casco office account for the increase. Net occupancy expense increased $19,076 or 18.3% to $121,961 for the six months ended June 30, 2000 compared to $102,885 for the six months ended June 30, 1999, largely related to the additional depreciation and real estate taxes of the new Casco office. Equipment rentals, depreciation, and maintenance for the six months ended June 30, 2000 increased $17,343 or 10.6% to $180,470 compared to $163,127 for the six months ended June 30, 1999. Other operating expenses for the six months ended June 30, 2000 increased $47,623 or 13.7% to $395,169 from $347,546 for the six months ended June 30, 1999. The additional expenses were increases in accounting fees, telecommunication expenses and the FDIC assessments from the first quarter of the year. ALLOWANCE FOR LOAN LOSSES The amount charged to the provision for loan losses by the Bank is based on management's evaluation as to the amounts required to maintain an allowance adequate to provide for potential losses inherent in the loan portfolio. The level of this allowance is dependent upon the total amount of past due and non-performing loans, general economic conditions and management's assessment of potential losses based upon internal credit evaluations of the loan portfolio and particular loans. The Bank management allocated the allowance based on an assigned risk factor for each category of loans and adjusting the allocation by potential losses of individual loans. Loans are entirely to borrowers in Northeast Wisconsin. The Bank generally places loans on non-accrual status when the loan is past due as to the payment of interest and/or principal in excess of 90 days. The Bank also places loans on a non-accrual status when it deems the collection of such interest unlikely. Loans are returned to full accrual status when the loan is brought current according to all terms of the loan agreement, all past due principal and interest is paid and the Bank deems its collateral position adequate to warrant a return to accrual status. At June 30, 2000 the Company had $107,000 in loans past due 90 days or more that were still accruing interest as compared to $0 for June 30, 1999. The loans were adequately secured to allow for the repayment of both the principal and interest due. At June 30, 2000 and 1999 the Company did not have any loans that meet the definition of "Troubled Debt Restructuring". In addition, there were no loans considered to be impaired. The Bank had $399,000 of nonaccrual loans at June 30, 2000 and $245,000 of nonaccrual loans at June 30, 1999. During the three months ended June 30, 2000, $39,000 was charged to the provision for loan losses compared to $30,000 for the three months ended June 30, 1999. At June 30, 2000 the allowance was $1,022,000 or 1.12% of total loans. This compares to an allowance of $817,000 or 1.12% of total loans as of June 30, 1999. For the three months ended June 30, 2000 the Bank had net charge-offs of $6,000 compared to net charge-offs of $7,000 for the three months ended June 30, 1999. For the six months ended June 30, 2000 the Bank had net recoveries of $48,000 compared to net charge-offs $7,000 for the six months ended June 30, 1999. The following table summarizes loan charge-offs and recoveries by type of loan for the three months ended June 30, 2000 and 1999: Loan Type June 30, 2000 June 30, 1999 Charge-Off Recovery Charge-Off Recovery Real Estate $ 0 $ 0 $ 0 $ 0 Commercial and Industrial 0 0 0 6,000 Agricultural 0 0 0 0 Consumer 12,000 6,000 14,000 1,000 -------- -------- -------- -------- TOTALS $ 12,000 $ 6,000 $ 14,000 $ 7,000 -------- -------- -------- -------- The following table summarizes loan charge-offs and recoveries by type of loan for the six months ended June 30, 2000 and 1999: Loan Type June 30, 2000 June 30, 1999 Charge-Off Recovery Charge-Off Recovery Real Estate $ 0 $ 0 $ 0 $ 0 Commercial and Industrial 0 32,000 0 6,000 Agricultural 0 25,000 0 3,000 Consumer 22,000 13,000 27,000 2,000 -------- -------- -------- -------- TOTALS $ 22,000 $ 70,000 $ 27,000 $ 11,000 -------- -------- -------- -------- The Bank has allocated its allowance for credit losses at the end of each period presented as follows: June 30, 2000 June 30, 1999 % of % of loans loans Balance at End of to to Period Applicable to: total total Amount Loans Amount Loans Commercial and agricultural $ 651,048 56% $ 505,282 49% Real Estate-construction 85,846 9% 32,813 5% Real Estate-mortgage 90,396 20% 76,710 34% Consumer 145,085 15% 110,998 12% ---------- ---- ---------- ---- Total Domestic 972,014 100% 725,803 100% Unallocated 50,398 91,811 ---------- ---------- TOTALS $1,022,412 100% $ 817,614 100% ---------- ---- ---------- ---- LIQUIDITY AND INTEREST RATE SENSITIVITY The Company must maintain an adequate liquidity position in order to respond to the short-term demand for funds caused by withdrawals from deposit accounts, extensions of credit and for the payment of operating expenses. Maintaining this position of adequate liquidity is accomplished through the management of a combination of liquid assets; those which can be converted into cash and access to additional sources of funds. Primary liquid assets of the Company are cash and due from banks, federal funds sold, investments held as "available for sale" and maturing loans. Federal funds purchased and loans from the Federal Home Loan Bank system represent the Company's primary source of immediate liquidity and were maintained at a level to meet immediate needs. Federal Funds Sold averaged approximately $1,888,330 and $1,443,649 for the three months ended June 30, 2000 and 1999, respectively. Maturities in the Company's loan and investment portfolios are monitored regularly to avoid matching short-term deposits with long-term loans and investments. Other assets and liabilities are also monitored to provide the proper balance between liquidity, safety, and profitability. This monitoring process must be continuous due to the constant flow of cash that is inherent in a financial institution. The Company actively manages its interest rate sensitive assets and liabilities to reduce the impact of interest rate fluctuations. In addition, the Bank monitors the interest rates paid on certificates of deposit as advertised by its competitors and strives to pay competitive interest rates to retain and attract certificates of deposit. Should competitive pressures dictate, the Bank may have to increase rates paid to retain the certificates of deposit that mature in the next year and any increase in interest rates paid on certificates of deposit may reduce future Company earnings. The Bank also monitors the assets and liabilities that reprice each month to determine the impact on future earnings from anticipated repricings. At June 30, 2000 the Company's rate sensitive liabilities exceed rate sensitive assets due within one year by $13,316,000. As part of managing liquidity, the Company monitors its loan to deposit ratio on a daily basis. At June 30, 2000 the ratio was 88.1% which is within the Company's acceptable range. The Company experienced an increase in cash and cash equivalents, its primary source of liquidity, of $20,950 for the six months ended June 30, 2000. The primary source of cash flow for the six months ended June 30, 2000 was cash provided by financing activities of $10,199,339 which consisted of an increase in deposits of $8,823,504 and an increase in short term borrowing of $1,463,738. Cash outflow for the three months ended June 30, 2000 was primarily an increase in loans of $10,836,170. The Company's management believes its liquidity sources are adequate to meet its operating needs and does not know of any trends, events or uncertainties that may result in a significant adverse effect on the Company's operations or liquidity position. The following table illustrates the projected maturities and the repricing mechanisms of the major asset/liability categories of the Company as of June 30, 2000, based on certain assumptions. No prepayment rate assumptions have been made for the loan portfolio. Maturities and repricing dates for investments have been projected by applying the assumptions set forth below to contractual maturities and repricing dates. 1 Year 1 - 5 5 - 10 After 10 or Less Years Years Years Interest Earning Assets: Fed Funds Sold $ 4,537,000 Investment Securities $ 2,050,000 $ 8,936,000 $ 5,316,000 $ 2,290,000 Loans Variable Rate $11,301,000 Real Estate- Construction $ 7,035,000 $ 1,514,000 Real Estate-Other $ 7,426,000 $23,500,000 $ 1,199,000 Commercial and Industrial $ 7,094,000 $16,596,000 $ 347,000 $ 877,000 Agricultural $ 2,034,000 $ 3,966,000 $ 767,000 Consumer $ 1,244,000 $ 6,255,000 $ 457,000 Other $ 544,000 $ 330,000 $ 765,000 $ 0 ----------- ----------- ----------- ----------- Total Interest Earning Assets $43,265,000 $61,097,000 $ 8,084,000 $ 3,934,000 Interest Bearing Liabilities: Interest Bearing Demand $ 4,394,000 Savings Deposits $ 5,760,000 $13,439,000 Money Market $ 1,066,000 $ 2,488,000 Certificates of Deposit $32,707,000 $16,080,000 Jumbo CD's $ 9,524,000 $ 1,703,000 IRA's $ 4,659,000 $ 839,000 Other $ 2,865,000 -0- -0- -0- ----------- ----------- ----------- ----------- Total Interest Bearing Liabilities $56,581,000 $18,622,000 -0- $20,321,000 ----------- ----------- ----------- ----------- Interest Sensitivity Gap per Period $(13,316,000) $42,475,000 $ 8,084,000 $(16,387,000) ------------ ----------- ----------- ----------- Cumulative Interest Sensitivity Gap $(13,316,000) $29,159,000 $37,243,000 $20,856,000 ------------ ----------- ----------- ----------- Interest Sensitivity Gap as a Percentage of Earning Assets (11.9%) 37.9% 7.2% (14.6%) Cumulative Sensitivity Gap as a Percentage of Earning Assets (11.9%) 26.0% 33.2% 18.6% PART II - OTHER INFORMATION Item 2. Changes in Securities and Use of Proceeds On May 15, 2000, the Company paid a 2-for-1 stock split in the form of a stock dividend to shareholders of record on April 2, 2000. The issuance of the stock was not required to be registered under the Securities Act, because no "offer" or "sale" of securities was involved. On December 31, 1999, the Company sold 3,496 shares of common stock (adjusted for the stock split). The details of the stock issuance are described in the Company's report on Form 10-KSB for the year end December 31, 1999. Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of Luxemburg Bancshares, Inc. was held on April 29, 2000. The following three directors were elected: David L. Luebbers, Irvin G. Vincent and Thomas J. Rueckl. Mr. Jadin, who was listed as a nominee in the proxy statement, withdrew his candidacy prior to the meeting. David L. Luebbers received 164,674 shares for, 1,009 against and none abstained. Irvin G. Vincent received 165,384 shares for, 299 against and none abstained. Thomas J. Rueckl received 165,049 shares for, 634 against and none abstained. Item 6. Exhibits and reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K During the quarter ended June 30, 2000, the registrant did not file any reports on Form 8-K. 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 hereunto duly authorized. LUXEMBURG BANCSHARES, INC. (Registrant) /s/ John A. Slatky /s/ John H. Kaye, C.P.A. - ------------------------------------ ---------------------------- John A. Slatky, John H. Kaye, C. P. A. President and Chief Executive Officer Treasurer (Principal Accounting Officer) Date: 8/1/00 Date: 8/1/00