1 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, 1999. [ ] 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 August 6, 1999: 268,501 shares 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 - June 30, 1999 and December 31, 1998 3 Consolidated Statements of Income - Six Months Ended June 30, 1999 and 1998 4 Consolidated Condensed Statements of Changes in Stockholders' Equity - Six Months Ended June 30, 1999 and 1998 5 Consolidated Statements of Cash Flow - Six Months Ended June 30, 1999 and 1998 6 Notes to Consolidated Financial Statements 7 - 8 Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 15 PART II - OTHER INFORMATION Item 4 - Submission of Matters to a Vote of Security Holders 16 Item 6 - Exhibits and Reports on Form 8-K 16 SIGNATURES 16 PART I - FINANCIAL INFORMATION LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (UNAUDITED) June 30, 1999 and December 31, 1998 ASSETS 1999 1998 Cash and due from banks $ 3,276,464 $ 2,931,179 Interest-bearing deposits 262,963 907,672 Federal funds sold 0 8,482,000 Cash and cash equivalents 3,539,427 12,320,851 Investment securities available for sale-Stated at fair value 19,044,069 18,064,562 Total loans 72,814,030 64,052,248 Allowance for credit losses (817,614) (773,116) Net loans 71,996,416 63,279,132 Premises and equipment 2,906,364 1,779,477 Other investments at cost 318,550 276,050 Other assets 2,418,250 2,250,553 TOTAL ASSETS $ 100,223,076 $ 97,970,625 LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998 LIABILITIES: Non-interest-bearing deposits $ 10,978,796 $ 10,758,991 Interest-bearing deposits 76,382,036 76,553,176 Total deposits 87,360,832 87,312,167 Short-term borrowings 2,234,025 79,574 Borrowed funds 49,117 78,031 Other liabilities 1,075,126 1,044,420 Total liabilities 90,719,100 88,514,192 STOCKHOLDERS' EQUITY: Common stock- $1.00 par value: Authorized - 2,400,000 shares, Issued - 270,500 shares 270,500 270,500 Capital surplus 3,206,510 3,206,510 Retained earnings 6,504,907 6,120,354 Accumulated other comprehensive income (loss) (133,591) 203,419 Less - 26,999 shares of treasury common stock, at cost (344,350) (344,350) Total stockholders' equity 9,503,976 9,456,433 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $100,223,076 $ 97,970,625 See accompanying notes to consolidated financial statements. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 INTEREST INCOME: Interest and fees on loans $ 1,481,876 $ 1,329,945 $ 2,870,285 $ 2,677,644 Interest on investment securities: Taxable 207,930 163,892 411,793 338,273 Tax-Exempt 79,089 50,706 144,278 95,789 Other interest and dividend income 21,394 67,042 108,153 102,758 Total interest income 1,790,289 1,611,585 3,534,509 3,214,464 INTEREST EXPENSE: Deposits 874,296 783,214 1,762,406 1,538,739 Short-term borrowings 6,784 2,901 8,327 5,934 Borrowed funds 1,626 10,936 3,601 22,137 Total interest expense 882,706 797,051 1,774,334 1,566,810 Net interest income 907,583 814,534 1,760,175 1,647,654 Provision for credit losses 30,000 37,500 60,000 75,000 Net interest income after provision for credit losses 877,583 777,034 1,700,175 1,572,654 OTHER INCOME: Service charges on deposit accounts 48,096 50,814 98,489 93,488 Mortgage underwriting fees - Secondary market 20,989 58,977 33,343 133,981 Loan servicing fee income 17,665 22,671 47,087 39,693 Other operating income 157,857 164,946 321,880 336,428 Total other income 244,607 297,408 500,799 603,590 OPERATING EXPENSES: Salaries and related benefits 413,078 384,401 808,243 782,681 Net occupancy expense 51,583 38,930 102,885 83,339 Equipment rentals, 84,013 74,684 163,127 150,477 depreciation, and maintenance Data processing 45,613 30,085 78,250 57,367 Other operating expenses 199,593 170,445 347,546 321,391 Total operating expenses 793,880 698,545 1,500,051 1,395,255 Income before provision for income taxes 328,310 375,897 700,923 780,989 Provision for income taxes 91,910 113,159 189,751 236,480 Net income $ 236,400 $ 262,738 $ 511,172 $ 544,509 Basic earnings per common share $.97 $1.08 $2.10 $2.24 See accompanying notes to consolidated financial statements. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - (UNAUDITED) Six Months Ended June 30, 1999 and 1998 Six Months Ended Six Months Ended June 30, 1999 June 30, 1998 Shares Equity Total Shares Equity Total Balance - Beginning of period 243,501 $ 9,456,433 243,501 $ 8,528,876 Comprehensive income: Net Income 511,172 544,509 Other comprehensive income - Change in net unrealized gain(loss) on securities available for sale (337,029) (723) Total comprehensive income 174,143 543,786 Dividends paid (126,600) (114,445) Balance - End of period 243,501 $ 9,503,976 243,501 $ 8,958,217 See accompanying notes to consolidated financial statements. LUXEMBURG BANCSHARES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW - (UNAUDITED) Six Months Ended June 30, 1999 and 1998 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 511,172 $ 544,509 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 165,692 154,783 Accretion of discounts on securities ( 10,963) (16,602) Amortization of premiums on securities 11,714 5,433 Provision for credit losses 60,000 75,000 Gain on sale of other real estate 0 (164) Provision for deferred taxes 0 (23,324) Change in other operating assets (156,858) (140,124) Change in other operating liabilities 30,708 220,433 Total adjustments 100,293 275,435 Net cash provided by operating activities 611,465 819,944 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities of securities available for sale 5,368,751 1,505,929 Purchase of securities available for sale (6,749,039) (1,690,625) Net (increase) decrease in loans (8,777,284) 2,591,025 Purchase of additional life insurance (42,491) (17,300) Proceeds from sale of other real estate 31,652 15,164 Capital expenditures (1,229,580) (87,072) Purchase of other investments (22,000) (42,500) Net cash provided by (used in) investing activities (11,440,491) 2,295,121 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in deposits 48,665 (73,513) Net increase (decrease) in short-term borrowings 2,154,451 (268,595) Principal payments on borrowed funds (28,914) (26,909) Dividends paid (126,600) (114,445) Net cash provided by (used in) financing activities 2,047,602 (483,462) Net increase (decrease) in cash and cash equivalents (8,781,424) 2,631,603 Cash and cash equivalents at beginning 12,320,851 5,132,708 Cash and cash equivalents at end $ 3,539,427 $ 7,764,311 Supplemental information: Cash paid during the period for: Interest $ 1,697,613 $ 1,484,239 Income taxes $ 173,228 $ 254,015 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, 1998 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 necessary to be in conformity with generally accepted accounting principles. 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 243,501 in 1999 and 1998. The basic and diluted earnings per share are the same for 1999 and 1998. 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, 1999 December 31, 1998 Commitments to extend credit $8,988,000 $4,545,000 Credit card arrangements 1,402,000 561,000 Standby letters of credit 756,000 132,000 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 Change - 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 established accounting and reporting standards for derivative instruments and for hedging activities. This statement requires an entity to recognize all 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. This statement is effective for fiscal years beginning after June 15, 2000 as amended. 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 Ended Six Months Ended June 30, June 30, 1999 1998 1999 1998 Net Earnings $ 236,400 $ 262,738 $ 511,172 $ 544,509 Average Consolidated Balance Sheet Items: Loans 66,230,906 56,826,343 63,786,140 57,280,629 Taxable Investment Securities 13,502,533 10,043,996 13,277,014 10,338,974 Fed Funds Sold 1,443,649 4,242,374 4,089,862 3,152,346 Municipal Loans & Investments 9,192,985 5,328,887 8,879,403 5,295,503 Other Earning Assets 676,607 687,294 959,680 616,805 Total Earning Assets 91,046,608 77,128,894 90,992,099 76,684,257 Total Assets 98,556,097 82,923,315 97,997,030 82,401,483 Deposits 86,984,883 72,863,043 86,714,930 72,495,066 Shareholders' Equity 9,777,274 8,898,929 9,689,875 8,814,622 Key Ratios: Average Equity to Average Total Assets 9.92% 10.73% 10.20% 10.70% Return on Average Total Assets .96% 1.27% 1.04% 1.32% Return on Average Equity 9.67% 11.81% 10.55% 12.35% Net Interest Margin 4.00% 4.24% 3.90% 4.33% 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 $93,049 or 11.42% to $907,583 for the three months ended June 30, 1999 from $814,534 for the three months ended June 30, 1998. The increase in net interest income is due to bank growth. As noted above, average assets for the three months ended June 30, 1999 were $98,556,097 compared to average assets for the three months ended June 30, 1998 of $82,923,315. Three Months Six Months Ended June 30, Ended June 30, 1999 1998 1999 1998 Interest Income $1,790,289 $1,611,585 $3,534,509 $3,214,464 Interest Expense 882,706 797,051 1,774,334 1,566,810 Net Interest Income $ 907,583 $ 814,534 $1,760,175 $1,647,654 Net Interest Margin 4.00% 4.24% 3.90% 4.33% 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, 1999 is illustrated in the following table: Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998. Increase (Decrease) in Net Interest Income Net Change Due To Rate Due To Volume Interest Income $ 178,704 $ (96,118) $ 274,822 Interest Expense 85,655 (51,234) 136,889 Net Interest Income $ 93,049 $ (44,884) $ 137,933 Six Months Ended June 30, 1999 Compared to Six Months Ended June 30, 1998. Increase (Decrease) in Net Interest Income Net Change Due To Rate Due To Volume Interest Income $ 320,045 $ (176,874) $ 496,919 Interest Expense 207,524 (79,692) 287,216 Net Interest Income $ 112,521 $ (97,182) $ 209,703 Interest rates on the Bank's earning assets and interest bearing liabilities were generally lower for the three months and six months ended June 30, 1999 compared to the three months and the six months ended June 30, 1998. Earning assets increased 18.66% and 18.04%, respectively, to $90,992,099 for the three months and $91,046,680 for the six months ended June 30, 1999 from $76,684,257 for the three months and $77,128,894 for the six months ended June 30, 1998. However, interest bearing liabilities increased 19.61% and 19.38% to $86,714,930 for the three months and $867,984,883 for the six months ended June 30, 1999 compared to $72,495,066 for the three months and $72,863,043 for the six months ended June 30, 1998. OPERATING RESULTS Net income for the three months ended June 30, 1999, was $236,400 compared to $262,738 for the three months ended June 30, 1998. The decrease of $26,338 reflects the lower interest rate margin and increased net occupancy expense of $12,653 for the construction of the new branch office. The increase in net interest income of $93,049 for the three months ended June 30, 1999, compared to the three months ended June 30, 1998, and is discussed in "Net Interest Income" and "Rate/Volume Analysis" elsewhere in this report. Mortgage underwriting fees - Secondary market decreased $37,988 to $20,989 for the three months ended June 30, 1999, compared to $58,977 for the three months ended June 30, 1998. Total operating expenses increased a $95,335 or 13.65% from $698,545 for the three months ended June 30, 1998 to $793,880 for the three months ended June 30, 1999. Salaries and related benefits increased $28,677 or 7.46% to $413,078 for the three months ended June 30, 1999 compared to $384,401 for the three months ended June 30, 1998. Equipment rentals, depreciation, and maintenance for the three months ended June 30, 1999 increased $9,329 or 12.49% to $84,013 compared to $74,684 for the three months ended June 30, 1998. Finally, other operating expenses for the three months ended June 30, 1999 increased $29,148 or 17.10% to $199,593 from $170,445 for the three months ended June 30, 1998. Net income for the six months ended June 30, 1999, decreased $33,337 or 6.12% to $511,172 from $544,509 for the six months ended June 30, 1998. The increase in net interest income is $112,521 for the six months ended June 30, 1999, compared to the six months ended June 30, 1998, and is discussed in "Net Interest Income" and "Rate/Volume Analysis" elsewhere in this report. Mortgage underwriting fees - Secondary market decreased $86,894 or 67.09% to $47,087 for the six months ended June 30, 1999, compared to $133,981 for the six months ended June 30, 1998. This decrease is primarily due to decreased volume as for the six months ended June 30, 1999, the Company originated less loans for the secondary market compared to the six months ended June 30, 1998. Operating expenses for the six months ended June 30, 1999 increased $104,796 or 7.0% to $1,500,051 compared to $1,395,255 for the six months ended June 30, 1998. Salaries and related benefits increased $25,562 or 3.3% to $808,243 for the six months ended June 30, 1999 compared to $782,681 for the six months ended June 30, 1998. The increase is due to inflationary increases and higher costs for employee benefit programs. Equipment rentals, depreciation, and maintenance for the six months ended June 30, 1999 increased $12,650 or 8.40% to $163,127 compared to $150,477 for the six months ended June 30, 1998. Data processing expense increased $20,883 or 36.4% from $57,367 for the six months ended June 30, 1998 to $78,250 for the six months ended June 30, 1999. A new branch office of the Bank was opened on May 24, 1999 in Casco, WI. Year 2000 Risks. The Company is exposed to future uncertainty, potential future reduction in earnings, and future losses, including litigation, due to business interruption or errors, if its computer systems are not modified to ensure that dates after December 31, 1999 are not misrepresented by those systems. This eventuality is commonly referred to as the Year 2000 problem. The Bank uses computer-related technologies and software throughout its business that will be affected by the date change in the year 2000. The Bank's directors, senior management and staff are aware of these Year 2000 issues and have appointed a technology committee to study and direct the project to bring all of the computer-related systems into Year 2000 compliance during 1998 and 1999. In accordance with the guidelines of the FDIC, the technology committee will be addressing the issue using the following phases Percent Completed 1) Awareness 100% 2) Assessment 100% 3) Renovation 100% 4) Validation 90% 5) Implementation 90% The Bank has recently converted its main data processing system. The vendor has provided the Bank with a copy of its Year 2000 project plan and stated that the software is Year 2000 compliant. The Bank is in the process of obtaining similar information and commitments from the Bank's other vendors. The Bank is acting upon the belief and understanding that all federal agencies are actively managing the Year 2000 problems which are inherent in the global banking and payments system. The Company spent approximately $30,000 in 1998 on Year 2000 renovation and testing. The Technology Committee of the Bank of Luxemburg has budgeted $20,000.00 for technology improvements for 1999, a portion which may be required for consulting and technical assistance in testing of information and non-information systems. During the six months ended June 30, 1999 $3,255 was spent for year 2000 related issues. The Company completed a Y2K Contingency Plan and is in the process of testing the alternative processing systems. The testing should be complete by August 31, 1999. The written plan is being review by Bankers' Financial Services to provide an independent review of the plan. The Company has alternative resources for additional liquidity and cash reserves for the fourth quarter of 1999, but to date has not noticed any significant reduction in deposits. 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. In 1999 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. The Bank's credit customers are subject to potential losses as a result of Year 2000 exposure in their own computer systems as well as the computer systems of their suppliers and customers. The Bank is working with those customers that may be significantly affected by the Year 2000 exposure. The exposure, if not adequately addressed, will be taken into account in assessing the loss potential, if any, associated with each credit relationship. 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, 1999 and 1998 the Company had $0 and $44,000 in loans past due 90 days or more that were still accruing interest. At June 30, 1999 and 1998 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 $245,000 of nonaccrual loans at June 30, 1999 and $217,000 of nonaccrual loans at June 30, 1998. During the three months ended June 30, 1999, $30,000 was charged to the provision for loan losses compared to $37,500 for the three months ended June 30, 1998. At June 30, 1999 the allowance was $817,614 or 1.12% of total loans. This compares to an allowance of $794,000 or 1.23% of total loans as of June 30, 1998. For the three months ended June 30, 1999 the Bank had net charge-offs of $7,000 compared to net charge-offs of $21,000 for the three months ended June 30, 1998. The following table summarizes loan charge-offs and recoveries by type of loan for the three months ended June 30, 1999 and 1998: Loan Type June 30, 1999 June 30, 1998 Charge-Off Recovery Charge-Off Recovery Real Estate $ 0 $ 0 $ 0 $ 0 Commercial and 0 6,000 13,000 5,000 Agricultural 0 0 0 0 Consumer 14,000 1,000 13,000 0 TOTALS $ 14,000 $ 7,000 $26,000 $5,000 The following table summarizes loan charge-offs and recoveries by type of loan for the six months ended June 30, 1999 and 1998: Loan Type June 30, 1999 June 30, 1998 Charge-Off Recovery Charge-Off Recovery Real Estate $ 0 $ 0 $ 0 $ 0 Commercial and Industrial 0 6,000 13,000 5,000 Agricultural 0 3,000 0 0 Consumer 27,000 2,000 31,000 7,000 TOTALS $ 27,000 $ 11,000 $ 44,000 $12,000 The Bank has allocated its allowance for credit losses at the end of each period presented as follows: June 30, 1999 June 30, 1998 % of loans % of loans Balance at End of to total to total Period Applicable to: Amount Loans Amount Loans Commercial and agricultural $505,282 58% $ 3,000 49% Real Estate-construction 32,813 4% 5% Real Estate-mortgage 76,710 22% 34% Consumer 110,998 16% 34,000 12% Total Domestic 725,803 100% 37,000 100% Unallocated 91,811 683,000 TOTALS $817,614 100% $720,000 100% 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 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 $1,443,649 and $4,242,374 for the three months ended June 30, 1999 and 1998, 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 strive to pay competitive interest rates to retain and attract Certificates of Deposit. Should competitive pressures dictate, the Bank might have to increase rates paid to retain the Certificates of the 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, 1999 the Company's rate sensitive liabilities exceed rate sensitive assets due within one year by $10,851,000. As part of managing liquidity, the Company monitors its loan to deposit ratio on a daily basis. At June 30, 1999 the ratio was 83.3% which is within the Company's acceptable range. The Company experienced a decrease in cash and cash equivalents, its primary source of liquidity, of $8,781,424 for the six months ended June 30, 1999. The primary source of cash flow for the six months ended June 30, 1999 was cash provided by operating activities of $611,465. Cash outflow for the six months ended June 30, 1999 primarily consisted of the following: Net security purchases of $1,380,288, dividends paid of $126,600 and an increase in capital expenditures of $1,229,580. The Company experienced an increase in loans in the first six months of 1999 of $8,717,284. 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 Company has commenced a stock offering for up to 25,000 shares of stock at $44.00 a share. The Bank intends to use the net proceeds to replenish short-term investments that were liquidated in order to pay for the acquisition and construction of our new Casco branch. The following table illustrates the projected maturities and the repricing mechanisms of the major asset/liability categories of the Company as of June 30, 1999, 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 Investment Securities $ 2,117,000 $ 9,174,000 $ 5,787,000 $ 1,966,000 Loans Variable Rate $12,143,000 Real Estate-Construction $ 1,753,000 $ 495,000 Real Estate-Other $ 8,401,000 $12,606,000 $ 872,000 Commercial and Industrial $10,070,000 $ 8,753,000 $ 443,000 $ 931,000 Agricultural $ 3,420,000 $ 2,608,000 Consumer $ 1,645,000 $ 5,235,000 $ 95,000 Other $ 1,900,000 $ 605,000 $ 839,000 -0- Total Interest Earning Assets $41,449,000 $39,476,000 $ 8,036,000 $ 2,897,000 Interest Bearing Liabilities: Interest Bearing Demand $ 5,334,000 Savings Deposits $ 5,704,000 $13,308,000 Money Market Accounts $ 1,151,000 $ 2,686,000 Certificates of Deposit $34,594,000 $ 4,117,000 Jumbo CD's $ 3,534,000 $ 380,000 IRA's $ 5,048,000 $ 125,000 Other $ 2,269,000 $ 14,000 -0- -0- Total Interest Bearing Liabilities $52,300,000 $ 4,363,000 -0- $21,328,000 Interest Sensitivity Gap per Period $(10,851,000) $34,840,000 $8,036,000 $(18,431,000) Cumulative Interest Sensitivity Gap $(10,851,000) $23,989,000 $32,025,000 $13,594,000 Interest Sensitivity Gap as a Percentage of Earning Assets (11.8) 37.9 8.7 20.0 Cumulative Sensitivity Gap as a Percentage of Earning Assets (11.8) 26.1 34.8 14.8 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The annual meeting of Luxemburg Bancshares, Inc. was held on April 24, 1999. The following two directors were elected: Richard Dougherty and Ronald Ledvina. Also, the director and employee stock purchase plans were approved by the shareholders. The exact voting on these matters will be reported in an amendment to the Form 10-QSB. Item 6. Exhibits and reports on Form 8-K (a) Exhibits 10.1 Director Stock Purchase Plan 27 Financial Data Schedule (b) Reports on Form 8-K During the quarter ended June 30, 1999, 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, CPA - ------------------------ ------------------------ John A. Slatky John H. Kaye, CPA President and Chief Executive Officer Treasurer (Pincipal Accounting Officer) Date: 8/13/99 Date: 8/13/99