SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10 - QSB Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarter ended March 31, 2000 Commission File Number 13397 Zachary Bancshares, Inc. (Exact name of registrant as specified in its charter) Louisiana 72-0981148 (State of or other jurisdiction (I.R.S. Employer Incorporation of organization) or Identification No.) 4743 Main Street Post Office Box 497 Zachary, LA 70791-0497 (Address of principal executive office) (Zipcode) Registrant's telephone number, including area code 225 654 2701 NONE (Former name, former address and former fiscal year of change since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $10 par value, 193,667 shares outstanding as of March 31, 2000. I N D E X Financial Statements: Consolidated Balance Sheets - March 31, 2000, December 31, 1999 and March 31, 1999 2 Consolidated Statements of Income - for the three months ended March 31, 2000 and 1999 3 Consolidated Statements of Changes in Stockholders' Equity - for the three months ended March 31, 2000 and 1999 4 Consolidated Statements of Cash Flows - for the three months ended March 31, 2000 and 1999 5-6 Notes to Consolidated Financial Statements 7-10 Management's Discussion and Analysis of Financial Condition and Results of Operations 11-13 Part II - Other Information 14 Signatures 15 Management's Responsibility for Financial Reporting 16 Independent Accountant's Report 17 1 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED BALANCE SHEETS March 31, 2000, December 31, 1999 and March 31, 1999 ($ in Thousands) ASSETS (UNAUDITED) (UNAUDITED) MARCH 31, DECEMBER 31, MARCH 31, 2000 1999 1999 Cash and Due from Banks $3,129 $ 3,161 $ 2,417 Interest Bearing Deposits in Other Institutions 38 29 1,720 Reserve Funds Sold 3,375 1,425 5,150 Securities Available for Sale (Amortized Cost $15,098 $15,876 and $16,631) 14,596 15,433 16,621 Loans 62,891 61,252 54,643 Less: Allowance for Loan Losses (1,027) (965) (881) 61,864 60,287 53,762 Bank Premises and Equipment 4,081 4,157 3,709 Accrued Interest Receivable 578 502 536 Other Assets 367 301 248 Total Assets $ 88,028 $85,295 $84,163 LIABILITIES Deposits: Noninterest Bearing $19,622 $17,848 $17,754 Interest Bearing 56,746 55,718 56,728 76,368 73,566 74,482 Borrowed Funds 1,500 2,000 - - Accrued Interest Payable 193 194 193 Other Liabilities 303 122 389 Total Liabilities 78,364 75,882 75,064 STOCKHOLDERS' EQUITY Common Stock - $10 Par Value; Authorized 2,000 Shares; Issued 216 Shares, Respectively 2,160 2,160 2,160 Surplus 1,480 1,480 1,480 Retained Earnings 6,802 6,513 5,912 Accumulated Other Comprehensive Income(331) (293) (6) Treasury Stock (22 Shares at Cost) (447) (447) (447) Total Stockholders' Equity 9,664 9,413 9,099 Total Liabilities and Stockholders' Equity $88,028 $85,295 $84,163 The accompanying notes are an integral part of these financial statements. 2 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF INCOME for the three months ended March 31, 2000 and 1999 ($ in Thousands, except per share data) (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2000 1999 Interest Income: Interest and Fees on Loans $1,404 $1,180 Interest on Securities 249 262 Other Interest Income 48 72 Total Interest Income 1,701 1,514 Interest Expense: Interest Expense on Deposits 560 544 Interest Expense on Borrowings 24 - Total Interest Expense 584 544 Net Interest Income 1,117 970 Provision for Loan Losses 59 44 Net Interest Income After Provision for Loan Losses 1,058 926 Other Income: Service Charges on Deposit Accounts 143 116 Other Operating Income 46 40 Total Other Income 189 156 Income before Other Expenses 1,247 1,082 Other Expenses: Salaries and Employee Benefits 452 378 Occupancy Expense 78 47 Net Other Real Estate Expense (22) 81 Other Operating Expenses 302 262 Total Other Expenses 810 768 Income before Income Taxes 437 314 Applicable Income Taxes 148 105 Net Income $ 289 $ 209 Per Share: Net Income $ 1.49 $ 1.08 The accompanying notes are an integral part of these financial statements. 3 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three months ended March 31, 2000 and 1999 ($ in Thousands) ACCUMULATED OTHER TOTAL COMMON RETAINED COMPREHENSIVE TREASURY STOCKHOLDERS' STOCK SURPLUS EARNINGS INCOME STOCK EQUITY Balances, January 1, 1999 $2,160 $1,480 $5,703 $ 6 $(447) $8,902 Comprehensive Income: Net Income 209 209 Change in Unrealized Gain (Loss) on Securities Available for Sale (12) (12) Less: Reclassification Adjustment - Total Comprehensive (197) Income Cash Dividends - - Balances, (Unaudited) March 31, 1999 $2,160 $1,480 $5,912 $ (6) $(447) $9,099 Balances, January 1, 2000 $2,160 $1,480 $6,513 $(293) $(447) $9,413 Comprehensive Income: Net Income 289 289 Change in Unrealized Gain (Loss) on Securities Available for Sale (38) (38) Less: Reclassification Adjustment - - Total Comprehensive Income 251 Cash Dividends - - Balances, (Unaudited) March 31, 2000 $2,160 $1,480 $6,802 $ (331) $(447) $9,664 The accompanying notes are an integral part of these financial statements. 4 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS for the three months ended March 31, 2000 and 1999 ($ in Thousands) (UNAUDITED) MARCH 31 2000 1999 Cash Flows From Operating Activities: Net Income $ 289 $ 209 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision for Loan Losses 59 44 Provision for Depreciation and Amortization 83 48 Stock Dividends - Federal Home Loan Bank (5) (5) Net Amortization Securities Premium 1 5 Charge Off of Other Real Estate - 93 Gain on Sale of Real Estate (24) (11) (Increase) in Accrued Interest Receivable (77) (18) (Increase)in Other Assets (44) (16) (Decrease) in Accrued Interest Payable (1) (38) Increase in Other Liabilities 181 192 Net Cash Provided by Operating Activities 462 503 Cash Flows From Investing Activities: Net (Increase) Decrease in Reserve Funds Sold (1,950) 1,025 Purchase of Securities Available for Sale - (2,996) Maturities or Calls of Securities Available for Sale 500 3,000 Principal Payments on Mortgaged Back Securities 283 928 Net Increase in Loans (1,636) (2,293) Purchases of Premises and Equipment (7) (689) Proceeds from Sales of Other Real Estate 24 110 Net Cash Used in Investing Activities (2,786) (915) (CONTINUED) 5 (UNAUDITED) MARCH 31 2000 1999 Cash Flows From Financing Activities: Decrease in Borrowed Funds (500) - Net Increase (Decrease) in Demand Deposits, NOW Accounts and Savings Accounts 2,421 (552) Net Increase (Decrease) in Certificate of Deposit 380 583 Net Cash Provided by Financing Activities 2,301 31 Increase (Decrease) in Cash and Interest Bearing Deposits (23) (381) Cash and Cash Equivalents - Beginning of Period 3,190 4,518 Cash and Cash Equivalents - End of Period $ 3,167 $ 4,137 Supplemental Disclosures of Cash Flow Information: Noncash Investing Activities: Change in Unrealized Gain or (Loss) on Securities Available for Sale $ (59) $ (18) Change in Deferred Tax Effect on Unrealized Gain or (Loss) on Securities Available for Sale $ (20) $ (6) Cash Payments For: Interest Paid on Deposits $ 560 $ 582 The accompanying notes are an integral part of these financial statements. 6 Zachary Bancshares, Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2000 and 1999 Summary of Significant Accounting Policies - The accounting principles followed by Zachary Bancshares, Inc. and its wholly-owned Subsidiary, Bank of Zachary, are those which are generally practiced within the banking industry. The methods of applying those principles conform with generally accepted accounting principles and have been applied on a consistent basis. The principles which significantly affect the determination of financial position, results of operations, changes in stockholders' equity and cash flows are summarized below. Presentation The accompanying unaudited consolidated interim financial statements do not include all of the information and footnotes required by generally accepted accounting principles. Management is of the opinion that the unaudited interim financial statements reflect all normal, recurring accrual adjustments necessary to provide a fair statement of the results for the interim periods presented. It is noted that the results for the first three months ended March 31, 2000 are no indication of the expected results for the annual period which ends December 31, 2000. Additional information concerning the audited financial statements and notes can be obtained from Zachary Bancshares, Inc.'s annual report and Form 10-KSB filed for the period ended December 31, 1999. Principles of Consolidation The consolidated financial statements include the accounts of Zachary Bancshares, Inc. (the Company), and its wholly-owned subsidiary, Bank of Zachary (the Bank). All material intercompany accounts and transactions have been eliminated. Certain reclassifications to previously published financial statements have been made to comply with current reporting requirements. Estimates The preparation of financial statements in conformity with gener ally accepted accounting principles requires management to make esti mates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank's loans are generally secured by specific items of collateral including real property, consumer assets, and business assets. Although the Bank has a diversified loan portfolio, a substantial portion of its debtors' ability to honor their contracts is dependent on local economic conditions. 7 While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Bank to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated. Securities Securities classified as held to maturity are those debt securities the Bank has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. Securities classified as trading are those securities held for resale in anticipation of short-term market move ments. The Bank had no securities classified as held to maturity or trading at March 31, 2000 or 1999. Securities classified as available for sale are those debt securi ties that the Bank intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Bank's assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Secu rities available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in stockholders' eq uity, net of the related deferred tax effect. Realized gains or losse s, determined on the basis of the cost of specific securities sold, are included in earnings. Loans Loans are stated at principal amounts outstanding, less the allow ance for loan losses. Interest on commercial and individual loans is accrued daily based on the principal outstanding. Generally, the Bank discontinues the accrual of interest income when a loan becomes 90 days past due as to principal or interest. When a loan is placed on non-accrual status, previously recognized but uncollected interest is reversed to income or charged to the allowance for loan losses. Interest income is subsequently recognized only to the extent cash payments are received. The Bank classifies loans as impaired if, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. The measurement of impaired loans is based on the present value of the expected future cash flows discounted at the loan's effective interest rate or the loan's observable market price or based on the fair value of the collateral if the loan is collateral- dependent. Allowance for Loan Losses The allowance for loan losses is maintained at a level which in management's judgment is adequate to absorb credit losses inherent in the loan portfolio. The allowance for loan losses is based upon management's review and evaluation of the loan portfolio. Factors considered in the establishment of the allowance for loan losses include management's evaluation of specific loans; the level and composition of classified loans; historical loss experience; results of examinations by regulatory agencies; an internal asset review process; expectations of future economic conditions and their impact on particular borrowers; and other judgmental 8 factors. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Although management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that a material change could occur in the allowance for loan losses in the near term. However, the amount of the change that is reasonably possible cannot be estimated. The allowance for loan losses is based on estimates of potential future losses, and ultimate losses may vary from the current estimates. These estimates are reviewed periodically and as adjustments become necessary, the effect of the change in estimate is charged to operating expenses in the period incurred. All losses are charged to the allowance for loan losses when the loss actually occurs or when management believes that the collectibility of the principal is un likely. Recoveries are credited to the allowance at the time of recovery. Bank Premises and Equipment Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is provided at rates based upon estimated useful service lives using the straight-line method for financial reporting purposes and accelerated methods for income tax reporting. The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal and the resulting gains or losses are included in current operations. Expenditures for maintenance and repairs are charged to operations as incurred. Cost of major additions and improvements are capitalized. Other Real Estate Other real estate is comprised of properties acquired through fore closure or negotiated settlement. The carrying value of these prop erties is lower of cost or fair value, minus estimated costs to sell. Loan losses arising from the acquisition of these properties are charged against the allowance for loan losses. Any subsequent market reductions required are charged to Net Other Real Estate Expense. Revenues and expenses associated with maintaining or disposing of foreclosed properties are recorded during the period in which they are incurred. Income Taxes The provision for income taxes is based on income as reported in the financial statements. Also certain items of income and expenses are recognized in different time periods for financial statement purposes than for income taxes purposes. Thus provisions for deferred taxes are recorded in recognition of such timing differences. Deferred taxes are provided utilizing a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation 9 allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The corporation and its subsidiary file a consolidated federal income tax return. In addition, state income tax returns are filed in dividually by the Company in accordance with state statutes. Earnings per Common Share Basic EPS is computed by dividing income applicable to common shares by the weighted average shares outstanding; no dilution for any potentially convertible shares is included in the calculation. Diluted EPS, reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. At March 31, 2000, the Company had no convertible shares or other contracts to issue common stock. The weighted average number of shares of common stock used to calculate basic EPS was 193,667 for the periods ended March 31, 2000 and 1999, respectively. Statements of Cash Flows For purposes of reporting cash flows, cash and cash equivalents in cludes cash and due from banks and interest bearing deposits in other banks. Comprehensive Income Components of comprehensive income are revenues, expenses, gains, and losses that under GAAP are included in comprehensive income but excluded from net income. The components of comprehensive income are disclosed in the Statements of Changes in Stockholder's Equity for all periods presented. 10 Zachary Bancshares, Inc. and Subsidiary MANAGEMENT'S DISCUSSION March 31, 2000 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of the signifi cant changes in income and expenses in relation to the changes in fi nancial position for the three months ended March 31, 2000 and 1999. This information should be read in conjunction with the financial statements and the notes relating thereto. The Company is unaware of any trends, uncertainties or events which would or could have a material impact on future operating results, liquidity or capital. FINANCIAL CONDITION ANALYSIS - Unaudited - ($ in Thousands) Loans Total loans were $62,891 at March 31, 2000 compared to $54,643 at March 31, 1999. This represents an increase of $8,248 or 15%. Loan growth was funded from reallocation of investment securities as they matured and from deposit growth. Investment Securities Investment securities decreased 12% to $14,596 at March 31, 2000 compared to $16,621 at March 31, 1999. This decrease was due to the reallocation of these funds to the loan portfolio as the securities matured, and payments made on the building contract discussed below. Bank Premises and Equipment Total bank premises and equipment were $4,081 at March 31, 2000 compared to $3,709 at March 31, 1999. The Company completed a contract totaling $2,921 for the construction of a new main office facility located in Zachary, Louisiana. Construction began in March, 1998 and was completed during the second quarter of 1999. 11 Deposits Total deposits increased $1,886 or 3% to $76,368 at March 31, 2000 compared to $74,482 at March 31, 1999. RESULTS OF OPERATION For the Three Month Period Ended March 31, 2000 over 1999 Net Income Net Income was $289 for the three month period ended March 31, 2000 compared to $209 in the same period in 1999. This change was primarily due to an increase in interest income offset by an increase in occupancy expense as the Company moved into their new building during the latter part of the second quarter of 1999. Interest Income Interest Income for the three month period ended March 31, 2000 was $1,701 or a 12% increase over the same period in 1999. The interest income increase resulted from the Company's continued asset mix reallocation from lower yielding securities to higher yielding loans. The Subsidiary's loan portfolio increased 15% to $62,891 while its investment portfolio decreased 12% to $14,596 in the time period under consideration. Interest Expense Interest Expense for the quarter ended March 31, 2000 was $584 or an increase of 7% over the same quarter in 1999 at $544. Non-interest bearing deposits increased $1,868 to $19,622 at March 1999 from $17,754 at March 31, 1999. Interest bearing deposits also increased slightly to $56,746 at March 31, 2000 from $56,728. Weighted average deposit rates increased to 3.02% at March 31, 2000 from 2.99% at March 31, 1999. Provision for Loan Losses The Company included $59 for provision for loan losses during the three month period ended March 31, 2000 due to continued increases in the loan portfolio. Loans are reviewed to facilitate identification and monitoring of potentially deteriorating credit. Management considers the current allowance adequate to absorb potential losses. 12 Total Other Expense Total Other Expenses increased 5% or $42 to $810 at March 31, 2000 from $768 at March 31, 1999. Employee salaries and benefits increased to $452 for the three month period under consideration compared to $378 in the period ending March 31, 1999. Officer raises granted in the third quarter 1999, new hires and increased hospitalization and retirement benefits all contributed to the increase. Other expenses increased $40 to $302 from $262 at March 31, 1999. Income Tax The Company's income is fully taxable at the maximum rate (34%) both in 2000 and 1999 and expects to remain taxable at the current rate throughout 2000. Earnings Per Share The Company's 2000 earnings per share at March 31, 2000 was $1.49 compared to $1.08 per share the previous year. Year 2000 Issues The Year 2000 threshold was crossed without any problems encountered to date that effected significantly the Company's liquidity, capital resources, or results of operation. The Company will remain vigilant for the remainder of the year 2000 for any undiscovered date change problems. This discussion entitled "Year 2000 Issues" includes certain "forward looking statements" within the meaning of the Private Securities Litigation Act of 1995 (PSLA). This statement is included for the purpose of availing the Company of the protections of the safe harbor provisions of the PSLA. Management's ability to predict the results of the effects of Year 2000 issues is inherently uncertain and subject to factors that may cause actual results to materially differ from those anticipated. Factors that could affect actual results include the possibility that contingency plans and remediation efforts will not operate as intended, the Bank's failure to timely or completely identify all software and hardware applications that require remediation, unexpected costs, and the general uncertainty associated with the impact of Year 2000 issues on the banking industry, the Bank's customers, vendors, and others with whom it conducts business. Readers are cautioned not to place undue reliance on these forward looking statements. 13 PART II Item l. LEGAL PROCEEDINGS During the normal course of business, the Company is involved in various legal proceedings. In the opinion of management and counsel, any liability resulting from such proceedings would not have a material adverse effect on the Company's financial statements. Item 6. EXHIBITS AND REPORTS ON FORM 8-K a. None 14 SIGNATURES Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ZACHARY BANCSHARES, INC. Date: May 11, 2000 _______________________ Harry S. Morris, Jr. President Larry Bellard Treasurer 15 Management's Responsibility for Financial Reporting The management of Zachary Bancshares, Inc. is responsible for the preparation of the financial statements, related financial data and other information in this quarterly report. The financial statements are prepared in accordance with generally accepted accounting princi ples and include some amounts that are necessarily based on manage ment's informed estimates and judgments, with consideration given to materiality. All financial information contained in this quarterly report is consistent with that in the financial statements. Management fulfills its responsibility for the integrity, objec tivity, consistency and fair presentation of the financial statements and financial information through an accounting system and related internal accounting controls that are designed to provide reasonable assurance that assets are safeguarded and that transactions are author ized and recorded in accordance with established policies and proce dures. The concept of reasonable assurance is based on the recognition that the cost of a system of internal accounting controls should not exceed the related benefits. As an integral part of the system of internal accounting controls, Zachary Bancshares, Inc. has a profes sional staff who monitors compliance with and assesses the effectiveness of the system of internal accounting controls and coordinates audit coverage with the independent public accountants. The Audit Committee of the Board of Directors, composed solely of outside directors, meets periodically with management, and the indepen dent public accountants to review matters relating to financial report ing, internal accounting control and the nature, extent and results of the audit effort. The independent public accountants have direct access to the Audit Committee with or without management present. The financial statements as of December 31, 1999 were examined by Hannis T. Bourgeois, L.L.P., independent public accountants, who rendered an independent professional opinion. The financial statements as of March 31, 2000 were reviewed by Hannis T. Bourgeois, LLP. Larry Bellard, Treasurer 16 INDEPENDENT ACCOUNTANT'S REPORT May 10, 2000 To the Shareholders and Board of Directors Zachary Bancshares, Inc. and Subsidiary Zachary, Louisiana We have reviewed the accompanying Consolidated Balance Sheets of Zachary Bancshares, Inc. and Subsidiary as of March 31, 2000 and 1999, and the related Consolidated Statements of Income and Cash Flows for the three month periods then ended. We previously audited and expressed our unqualified opinion in our report dated January 7, 2000 on the Consolidated Balance Sheet of Zachary Bancshares, Inc. and Subsidiary as of December 31, 1999. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of obtaining an understanding of the system for the preparation of interim financial information, applying analytical review procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an examination 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 reviews, 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. Respectfully submitted, HANNIS T. BOURGEOIS, LLP Baton Rouge, Louisiana 17