U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark one) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 1997. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 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, 54217 Luxemburg, Wisconsin (Address of principal (Zip Code) 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 of the issuer's classes of common equity, as of the latest practicable date. As of November 10, 1997 243,051 shares of Common Stock were outstanding. Transitional Small Business Disclosure Format (Check one): Yes No [X] LUXEMBURG BANCSHARES, INC. INDEX Page No. PART I - FINANCIAL INFORMATION Consolidated Balance Sheets - September 30, 1997 and December 31, 1996 2 Consolidated Statements of Income- Nine and Three Months Ended September 30, 1997 and 1996 3 Consolidated Statements of Cash Flow -Nine Months Ended September 30, 1997 and 1996 4 Notes to Consolidated Financial Statements 5 - 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 8 - 13 PART II - OTHER INFORMATION Item 6 - Exhibits and Reports on form 8-K 14 SIGNATURES 14 PART I - FINANCIAL INFORMATION LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, 1997 and December 31, 1996 ASSETS 1997 1996 Cash and due from banks $2,665,360 $2,858,813 Interest-bearing deposits 160,733 407,688 Federal funds sold 1,657,000 466,000 Cash and cash equivalents 4,483,093 3,732,501 Investment securities available for sale-Stated at fair value 14,508,203 14,064,569 Total loans 60,100,231 55,170,942 Allowance for credit losses (644,791) (653,535) Net loans 59,455,440 54,517,407 Premises and equipment 1,775,908 1,380,788 Other investments at cost 253,050 251,650 Other assets 2,179,930 1,953,724 TOTAL ASSETS $82,655,624 $75,900,639 LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996 LIABILITIES: Non-interest-bearing deposits $7,679,391 $7,004,277 Interest-bearing deposits 63,300,217 59,153,184 Total deposits 70,979,608 66,157,461 Short-term borrowings 1,655,681 880,076 Borrowed funds 709,467 185,558 Other liabilities 987,444 997,528 Total liabilities 74,332,200 68,220,623 STOCKHOLDERS' EQUITY: Common stock- $.1667 par value: Authorized - 300,000 shares, Issued - 270,500 shares 45,083 45,083 Capital surplus 3,422,141 3,416,080 Retained earnings 5,147,480 4,579,875 Unrealized gain (loss) on investment securities available for sale - Net of tax 58,810 (6,913) Less - 27,449 shares and 27,764 shares, respectively, of treasury common stock, at cost (350,090) (354,109) Total stockholders' equity 8,323,424 7,680,016 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $82,655,624 $75,900,639 See accompanying notes to consolidated financial statements. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Nine Months Ended Three Months Ended September 30, September 30, 1997 1996 1997 1996 INTEREST INCOME: Interest and fees on loans $ 3,912,117 $ 3,451,015 $ 1,372,085 $ 1,189,046 Interest on investment securities: Taxable 536,364 563,803 182,186 183,502 Tax-Exempt 95,920 28,224 36,098 11,556 Other interest and dividend income 34,379 121,146 9,816 21,713 Total interest income 4,578,780 4,164,188 1,600,185 1,405,817 INTEREST EXPENSE: Deposits 2,122,710 2,028,526 737,913 662,800 Short-term borrowings 50,067 9,895 23,106 3,374 Borrowed funds 25,680 11,736 12,159 3,724 Total interest expense 2,198,457 2,050,157 773,178 669,898 Net interest income 2,380,323 2,114,031 827,007 735,919 Provision for credit losses 90,000 66,000 30,000 29,500 Net interest income after provision for credit losses 2,290,323 2,048,031 797,007 706,419 OTHER INCOME: Service charges on deposit accounts 142,771 137,351 50,401 50,065 Mortgage underwriting fees - Secondary market 91,296 79,975 50,724 51,305 Loan servicing fee income 36,544 34,204 15,271 12,582 Other operating income 375,969 352,979 113,782 120,529 Total other income 646,580 604,509 230,178 234,481 OPERATING EXPENSES: Salaries and related benefits 1,092,114 999,634 374,779 353,774 Net occupancy expense 122,651 125,530 38,040 42,162 Equipment rentals, depreciation, and maintenance 157,403 126,207 60,922 38,028 Data processing 155,473 148,414 26,256 58,988 Other operating expenses 464,805 396,239 172,726 127,687 Total operating expenses 1,992,446 1,796,024 672,723 620,639 Income before provision for income taxes 944,457 856,516 354,462 320,261 Provision for income taxes 279,632 292,142 106,857 105,729 Net income $ 664,825 $ 564,374 $ 247,605 $ 214,532 Earnings per common share $2.74 $2.33 $1.02 $0.88 See accompanying notes to consolidated financial statements. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) Nine Months Ended September 30, 1997 and 1996 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $664,825 $564,374 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 138,584 114,605 Accretion of discounts on securities (28,935) (51,653) Amortization of premiums on securities 22,038 47,727 Provision for credit losses 90,000 66,000 Employee stock bonus 10,080 10,730 Gain on sale of premises and equipment (443) Provision for deferred taxes (12,911) Change in other operating assets (197,251) (110,584) Change in other operating liabilities (10,084) (256,513) Total adjustments 11,078 (179,688) Net cash provided by operating activities 675,903 384,686 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of securities available for sale 1,730,000 Proceeds from maturities of securities available for sale 5,070,306 4,087,018 Purchase of securities available for sale (5,406,226) (5,507,198) Net increase in loans (5,061,871) (3,852,500) Purchase of additional life insurance (17,300) (17,300) Proceeds from sale of premises and equipment 1,584 Capital expenditures (460,914) (229,225) Purchase of other investments (1,400) (46,400) Net cash used in investing activities (5,875,821) (3,835,605) CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits 4,822,147 (1,432,472) Net increase in short-term borrowings 775,605 392,508 Loan from FHLMC 500,000 500,000 Principal payments on borrowed funds (50,022) (45,282) Dividends paid (97,220) (87,384) Net cash provided by (used in) financing activities 5,950,510 (672,630) Net increase (decrease) in cash and cash equivalents 750,592 (4,123,549) Cash and cash equivalents at beginning 3,732,501 9,054,643 Cash and cash equivalents at end $4,483,093 $4,931,094 Supplemental information: Cash paid during the period for: Interest $ 2,275,105 $ 2,227,057 Income taxes $ 276,545 $ 328,741 The Bank purchased the assets of Total Financial concepts, Inc. in 1996 for $135,800. In conjunction with the acquisition, the Bank incurred debt of $128,800. The Company entered into capital leases of $73,931 in 1997 for the purchase of computer equipment. 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-SB 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-Q and, therefore, do not include all information and footnotes necessary to be in conformity with generally accepted accounting principles. The Consolidated Statements of Cash Flows has been presented utilizing the indirect method. 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 243,051 in 1997 and 242,736 in 1996. 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 September 30, December 31, 1997 1996 Commitments to extend credit $5,471,000 $4,676,000 Credit card arrangements 604,000 865,000 Standby letters of credit 90,000 84,000 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. NOTE 3: ACCOUNTING CHANGES The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 122, "Accounting for Mortgage Servicing Rights," in May 1995. As required under the statement, the Company adopted the provisions of the new standard effective September 1, 1996 by recording income of $36,700 in the third quarter of 1996. During 1997 the company recorded income of $2,490 in the first quarter, $11,330 in the second quarter and $15,511 in the third quarter. SFAS No. 122 requires accounting recognition of the rights to service mortgage loans for others. In accordance with SFAS No. 122, prior-period consolidated financial statements have not been restated to reflect the change in accounting principle. The FASB issued SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," in June 1996. SFAS No. 125 provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. The statement provides guidelines for classification of a transfer as a sale. The statement also requires liabilities incurred or obtained by transferors as part of a transfer of financial assets be initially recorded at fair value. Subsequent to acquisition, the servicing assets and liabilities are to be amortized over the estimated net servicing period. This statement is required to be adopted for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996. In December 1996, the FASB issued SFAS No. 127, "Deferral of the Effective Date of Certain Provisions of FASB Statement No. 125." This statement defers implementation of certain provisions of SFAS No. 125 for one year. In February 1997 the FASB issued SFAS No. 128, "Earnings per Share," which is effective for financial statements issued for periods ending after December 15, 1997. This statement simplifies the standards for computing earnings per share ("EPS") previously found in APB No. 15. It replaces the presentation of primary EPS with a presentation of basic EPS. It also requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Earlier application of this statement is not permitted. The Company does not have a complex capital structure and has determined that the impact of adoption will not have a material effect on the consolidated financial statements of the Company. The FASB issued SFAS No. 130, "Reporting Comprehensive Income", in June 1997. This statement amends FASB No. 52, "Foreign Currency Translation", FASB No. 80, "Accounting for Futures Contracts", FASB No. 87, "Employers' Accounting for Pensions" and FASB No. 115, "Accounting for Certain Investments in Debt and Equity Securities". This statement is effective for fiscal years beginning after December 15, 1997. Restatement of financial statements for earlier periods provided for comparative purposes is required. Earlier application is permitted. Under SFAS No. 130 the Company will be required to report unrealized gains (losses) on investment securities available for sale as a component of comprehensive income. Reported Comprehensive Income would have been as follows for each reported period: Reported Net Comprehensive Reporting Period Income Income Nine Months Ended September 30, 1997 $664,825 $730,548 Nine Months Ended September 30, 1996 $564,374 $504,834 Three Months Ended September 30, 1997 $247,605 $301,590 Three Months Ended September 30, 1996 $214,532 $236,112 In June 1997 the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and related Information," which is effective for financial statements issued for periods beginning after December 15, 1997. This statement establishes standards for reporting operating segments in financial statements and interim financial reports issued to shareholders. FASB No. 131 supersedes FASB No. 14, "Financial Reporting for Segments of a Business Enterprise" and amends FASB No. 94, "Consolidation of All Majority- Owned Subsidiaries". This statement requires restatement of comparative information for earlier years presented. Also, this statement need not be applied to interim financial statements in the initial year of application, but comparative information for interim periods in the initial year of application must be reported in financial statements for interim periods in succeeding years. The Company has determined that the adoption of SFAS No. 131 will not have a material impact on the consolidated financial statements of the Company. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES SELECTED QUARTERLY FINANCIAL DATA Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 Net Earnings $ 247,605 $ 214,532 $ 664,825 $564,374 Average Consolidated Balance Sheet Items: Loans 58,399,002 51,571,601 56,336,197 49,706,892 Taxable Investment Securities 11,385,419 13,200,137 11,605,020 13,449,236 Municipal Loans & Investments 4,430,925 2,120,912 4,119,411 1,851,930 Other Earning Assets 673,994 1,688,787 823,641 3,071,443 Total Earning Assets 74,889,340 68,581,437 72,884,269 68,079,501 Total Assets 80,648,388 73,688,449 78,297,992 73,013,921 Deposits 71,463,836 65,480,026 69,298,202 64,763,722 Shareholders' Equity 8,198,693 7,376,127 8,025,696 7,262,917 Key Ratios: Average Equity to Average Total Assets 10.17% 10.01% 10.25% 9.95% Return on Average Total Assets 1.23% 1.16% 1.13% 1.03% Return on Average Equity 12.08% 11.63% 11.04% 10.36% Net Interest Margin 4.38% 4.27% 4.37% 4.15% 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 $91,088 or 12.38% to $827,007 for the three months ended September 30, 1997, from $735,919 for the three months ended September 30, 1996. The increase in net interest income is primarily due to a mix shift in earning assets to loans, which provide the highest yield of all earning assets, and an increase in the average yield on loans and taxable investments. Three Months Ended Nine Months Ended September 30, September 30, 1997 1996 1997 1996 Interest Income 1,600,185 1,405,817 4,578,780 4,164,188 Interest Expense 773,178 669,898 2,198,457 2,050,157 Net Interest Income 827,007 735,919 2,380,323 2,114,031 Net Interest Margin 4.38% 4.27% 4.37% 4.15% RATE/VOLUME ANALYSIS The impact of changes in volume and interest rates on net interest income for the three and nine months ended September 30, 1997, and 1996 is illustrated in the following tables : Three Months Ended September 30, 1997 Compared to Three Months Ended September 30, 1996. Increase (Decrease) in Net Interest Income Net Change Due To Due To Rate Volume Interest Income $ 194,366 $ 46,171 $ 148,195 Interest Expense 103,278 5,930 97,348 Net Interest Income $ 91,088 $ 40,241 $ 50,847 Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30, 1996. Increase (Decrease) in Net Interest Income Net Change Due To Due To Rate Volume Interest Income $ 414,592 $51,326 $ 363,266 Interest Expense 148,300 (36,892) 185,192 Net Interest Income $ 266,292 $88,218 $ 178,074 Generally higher rates on earning assets for the third quarter of 1997, compared to the third quarter of 1996, and additional loan volume raised the average yield on all earning assets to 8.48% for the three months ended September 30, 1997 from 8.15% for the three months ended September 30, 1996. Except for certificates of deposits and other borrowings rates paid on the bank's deposits were generally lower for the three months ended September 30, 1997, compared to the three months ended September 30, 1996. Interest expense was $773,178 for the three months ended September 30, 1997 compared to $669.898 for the three months ended September 30, 1996 and reflects the growth in interest bearing deposits to $63,839,728 for the three months ended September 30, 1997 from $57,872,446 for the three months ended September 30, 1996. OPERATING RESULTS Net income for the three months ended September 30, 1997, increased $33,073 or 15.4% to $247,605 from $214,532 for the three months ended September 30, 1996. The increase in net interest income is $91,088 for the three months ended September 30, 1997, compared to the three months ended September 30, 1996, and is discussed in "Net Interest Income" and "Rate/Volume Analysis" elsewhere in this report. Net income for the nine months ended September 30, 1997 increased $100,451 or 17.8% to $664,825 from $564,374 for the nine months ended September 30, 1996. The increase in net interest income is $266,292 for the nine months ended September 30, 1997 compared to the nine months ended September 30, 1996 and is primarily due to higher loan volume and a shift of earning assets to loans from fed funds sold and investment securities. Higher operating expenses for salaries and related benefits, equipment rentals, depreciation and maintenance and other operating expenses for the nine months ended September 30, 1997 compared to the nine months ended September 30, 1996 partially offset the company's increase in net interest margin. The increase in salaries and related benefits is due to inflationary increases, the opening of the company's IGA branch in the second quarter of 1996 and higher employee costs due to the implementation of an in-house computer system in May, 1997 and the initial regulatory filing in the second quarter of 1997. Income tax benefit of $9,593 for 1997 was recorded by Luxemburg Bancshares, Inc. Previously the company's accountant recorded income tax benefit only at December 31. 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. 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 September 30, 1997, loans past due 90 days or more that were still accruing interest totaled $369,000. At September 30, 1996 the Company did not have any loans past due 90 days or more that were still accruing interest. At September 30, 1997 and 1996 the Company did not have any loans that meet the definition of "Troubled Debt Restructuring" contained in SFAS No. 15. In addition, there were no loans considered to be impaired in accordance with the requirements of SFAS No. 114. The Bank had $246,000 of nonaccrual loans at September 30, 1997 and $519,000 of nonaccrual loans at September 30, 1996. During the three months ended September 30, 1997, $30,000 was charged to the provision for loan losses compared to $29,500 for the three months ended September 30, 1996. At September 30, 1997 the allowance was $645,000 or 1.07% of total loans. This compares to an allowance of $654,000 or 1.18% of total loans as of September 30, 1996. For the nine months ended September 30, 1997 the Bank had net charge-offs of $98,000 compared to net charge-offs of $9,000 for the nine months ended September 30, 1996. The following table summarizes loan charge-offs and recoveries by type of loan for the nine months ended September 30, 1997 and 1996: Loan Type September 30, 1997 September 30, 1996 Charge- Recovery Charge- Recovery Off Off Real Estate $ 0 $ 2,000 $ 1,000 $ 1,000 Commercial and 5,000 Industrial 68,000 3,000 Agricultural 20,000 10,000 Consumer 60,000 5,000 24,000 TOTALS $128,000 $30,000 $25,000 $16,000 The Bank has allocated its allowance for credit losses at the end of each period presented as follows: Balance at End of Period September 30, 1997 September 30, 1996 Applicable to: % of loans % of loans to total to total Amount Loans Amount Loans Commercial and agricultural $ 0 47% $ 31,000 46% Real Estate-construction 0 6% 0 4% Real Estate-mortgage 0 35% 0 38% Consumer 38,000 12% 25,000 12% Total Domestic 38,000 100% 56,000 100% Unallocated 607,000 598,000 TOTALS $645,000 100% $654,000 100% 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 due from banks, federal funds sold, investments held as "available for sale" and maturing loans. Federal funds sold 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 $166,000 and $973,000 for the three months ended September 30, 1997 and 1996, 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 monitered 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 the Deposits 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 September 30, 1997, the Company's rate sensitive assets exceed rate sensitive liabilities due within one year by $5,837,000. As part of managing liquidity, the Company monitors its loan to deposit ratio on a daily basis. At September 30, 1997 the ratio was 84.7% which is within the Company's acceptable range. The Company experienced an increase in cash and cash equivalents, its primary source of liquidity, of $750,592 for the nine months ended September 30, 1997. The primary source of cash flow for the nine months ended September 30, 1997 was cash provided by operating activities of $675,903, an increase in deposits of $4,822,147 and an increase in net borrowings of $1,225,583. Cash flow from investing activities used $5,061,871 to fund loan growth and $460,914 for capital expenditures for the nine months ended September 30, 1997. 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 liquidity position. The following table illustrates the projected maturities and the repricing mechanisms of the major asset/liability categories of the Company as of September 30, 1997, based on certain assumptions. No prepayment rate assumptions have been made for the loan portfolio. Maturities and repricing dates for investments having been projected by applying the assumptions set forth below to contractual maturities and repricing dates. 1 Year or 1-5 Years 5-10 Years After 10 Less Years Interest Earning Assets: Fed Funds Sold $ 1,657,000 Investment Securities $ 1,758,000 $ 2,947,000 $ 5,934,000 $ 3,869,000 Loans Variable Rate $ 9,217,000 Real Estate-Construction $ 3,696,000 Real Estate-Other $ 9,192,000 $ 5,557,000 $ 501,000 Commercial and Industrial $11,386,000 $ 4,529,000 $ 776,000 Agricultural $ 4,497,000 $ 594,000 $ 281,000 Consumer $ 2,416,000 $ 6,795,000 $ 663,000 Other $ 414,000 Total Interest Earning Assets $44,233,000 $20,422,000 $ 8,155,000 $ 3,869,000 Interest Bearing Liabilities: Interest Bearing Demand $ $ 6,592,000 Savings Deposits $ 2,540,000 $10,249,000 Money Market Accounts $ 1,156,000 $ 2,695,000 Certificates of Deposit $23,654,000 $ 7,255,000 Jumbo CD's $ 3,092,000 $ 201,000 IRA's $ 5,660,000 $ 206,000 Other $ 2,294,000 $ 71,000 Total Interest Bearing Liabilities $38,396,000 $ 7,733,000 $19,536,000 Interest Sensitivity Gap per Period $ 5,837,000 $12,689,000 $ 8,155,000 ($15,667,000) Cumulative Interest Sensitivity Gap $ 5,837,000 $18,526,000 $26,681,000 $11,014,000 Interest Sensitivity Gap as a Percentage of Earning Assets 7.6% 16.6% 10.6% (20.4%) Cumulative Sensitivity Gap as a Percentage of Earning Assets 7.6% 24.2% 34.8% 14.4% PART II - OTHER INFORMATION Item 6. Exhibits and report on Form 8-K (a) Exhibits 27 Financial Data Schedule (b) Reports on Form 8-K During the quarter ended September 30, 1997, 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/ Thomas L. Lepinski - --------------------- -------------------------- John A. Slatky, President Thomas L. Lepinski, C.P.A. and Chief Executive Officer Treasurer (Principal Accounting Officer) Date: November 11, 1997 Date: November 11, 1997