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, 2001 Commission File Number 2-89559 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, Louisiana 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 if changed 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, $10 par value, 193,667 shares outstanding as of March 31, 2001. I N D E X Financial Statements: Consolidated Balance Sheets - March 31, 2001, December 31, 2000 and March 31, 2000 2 Consolidated Statements of Income - for the three months ended March 31, 2001 and 2000 3 Consolidated Statements of Changes in Stockholders' Equity - for the three months ended March 31, 2001 and 2000 4 Consolidated Statements of Cash Flows - for the three months ended March 31, 2001 and 2000 5-6 Notes to Consolidated Financial Statements 7-11 Management's Discussion and Analysis of Financial Condition and Results of Operations 12-14 Part II - Other Information 15 Signatures 16 Management's Responsibility for Financial Reporting 17 Independent Accountant's Report 18 1 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED BALANCE SHEETS March 31, 2001, December 31, 2000 and March 31, 2000 ($ in Thousands) ASSETS (UNAUDITED) (UNAUDITED) March 31, December 31, March 31, 2001 2000 2000 Cash and Due from Banks $ 3,466 $ 2,785 $ 3,129 Interest Bearing Deposits in Other Institutions 4,030 24 38 Reserve Funds Sold 8,025 6,950 3,375 Securities Available for Sale (Amortized Cost $13,057, $14,346 and $15,098) 13,240 14,333 14,596 Total Loans 60,434 62,550 62,891 Less: Allowance for Loan Losses (1,195) (1,170) (1,027) Net Loans 59,239 61,380 61,864 Bank Premises and Equipment 3,825 3,888 4,081 Accrued Interest Receivable 527 548 578 Other Assets 208 214 367 Total Assets $92,560 $90,122 $88,028 LIABILITIES Deposits: Noninterest Bearing $19,672 $17,420 $19,622 Interest Bearing 61,585 61,847 56,746 81,257 79,267 76,368 Borrowed Funds - - 1,500 Accrued Interest Payable 269 258 193 Other Liabilities 252 194 303 Total Liabilities 81,778 79,719 78,364 STOCKHOLDERS' EQUITY Common Stock - $10 Par Value; Authorized 2,000,000 Shares; Issued 216,000 Shares, Respectively 2,160 2,160 2,160 Surplus 1,480 1,480 1,480 Retained Earnings 7,468 7,219 6,802 Accumulated Other Comprehensive Income (Loss) 121 (9) (331) Treasury Stock (22,333 Shares at Cost) (447) (447) (447) Total Stockholders' Equity 10,782 10,403 9,664 Total Liabilities and Stockholders' Equity $92,560 $90,122 $88,028 The accompanying notes are an integral part of these financial statements. 2 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF INCOME for the three months ended March 31, 2001 and 2000 ($ in Thousands) except per share data (UNAUDITED) MARCH 31, 2001 2000 Interest Income: Interest and Fees on Loans $1,395 $1,404 Interest on Securities 232 249 Other Interest Income 110 48 Total Interest Income 1,737 1,701 Interest Expense: Interest Expense on Deposits 709 560 Interest Expense on Borrowings - 24 Total Interest Expense 709 584 Net Interest Income 1,028 1,117 Provision for Loan Losses 59 59 Net Interest Income After Provision for Loan Losses 969 1,058 Other Income: Service Charges on Deposit Accounts 160 143 Other Operating Income 53 46 Total Other Income 213 189 Income before Other Expenses 1,182 1,247 Other Expenses: Salaries and Employee Benefits 442 452 Occupancy Expense 56 49 Equipment Expense 96 99 Net Other Real Estate Expense - (22) Other Operating Expenses 213 232 Total Other Expenses 807 810 Income before Income Taxes 375 437 Applicable Income Taxes 126 148 Net Income $ 249 $ 289 Per Share: Net Income $ 1.29 $ 1.49 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, 2001 and 2000 ($ in Thousands) ACCUMULATED OTHER COMMON RETAINED COMPREHENSIVE TREASURY TOTAL STOCK SURPLUS EARNINGS INCOME(LOSS) STOCK EQUITY 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 Balances, January 1, 2001 $2,160 $1,480 $7,219 $ (9) $(447) $10,403 Comprehensive Income: Net Income 249 249 Change in Unrealized Gain (Loss) on Securities Available for Sale 130 130 Less: Reclassification Adjustment - - Total Comprehensive Income 379 Cash Dividends - - Balances, (Unaudited) March 31, 2001 $2,160 $1,480 $7,468 $ 121 $(447) $10,782 The accompanying notes are an integral part of these financial statements. 4 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS For the three months ended March 31, 2001 and 2000 ($ in Thousands) (UNAUDITED) March 31, 2001 2000 Cash Flows From Operating Activities: Net Income $ 249 $ 289 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Deferred Tax Benefit (2) - Provision for Loan Losses 59 59 Provision for Depreciation and Amortization 79 83 Stock Dividends - Federal Home Loan Bank (5) (5) Net Amortization (Accretion) of Securities 1 1 (Gain) on Sale of Other Real Estate - (24) (Increase) Decrease in Accrued Interest Receivable 21 (77) (Increase) in Other Assets (58) (44) Increase (Decrease) in Accrued Interest Payable 11 (1) Increase (Decrease) in Other Liabilities 58 181 Net Cash Provided by Operating Activities 413 462 Cash Flows From Investing Activities: Net (Increase) in Reserve Funds Sold (1,075) (1,950) Purchases of Securities Available for Sale (997) - Maturities or Calls of Securities Available for Sale 2,000 500 Principal Payments on Mortgage-Backed Securities 290 283 Net (Increase) Decrease in Loans 2,082 (1,636) Purchases of Premises and Equipment (16) (7) Proceeds from Sales of Other Real Estate - 24 Net Cash Provided by (Used in) Investing Activities 2,284 (2,786) (CONTINUED) 5 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) For the three months ended March 31, 2001 and 2000 ($ in Thousands) (UNAUDITED) March 31, 2001 2000 Cash Flows From Financing Activities: Decrease in Borrowed Funds - (500) Net Increase (Decrease) in Demand Deposits, NOW Accounts and Savings Accounts 1,583 2,421 Net Increase (Decrease) in Certificates of Deposits 407 380 Net Cash Provided by Financing Activities 1,990 2,301 Increase (Decrease) in Cash and Cash Equivalents 4,687 (23) Cash and Cash Equivalents - Beginning of Period 2,809 3,190 Cash and Cash Equivalents - End of Period $7,496 $3,167 Supplemental Disclosures of Cash Flow Information: Noncash Investing Activities: Change in Unrealized Gain or (Loss) on Securities Available for Sale $ 196 $ (59) Change in Deferred Tax Effect on Unrealized Gain or (Loss) on Securities Available for Sale $ 67 $ (20) Cash Payments For: Interest Paid on Deposits $ 698 $ 560 Income Tax $ 158 $ 184 The accompanying notes are an integral part of these financial statements. 6 Zachary Bancshares, Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 30, 2001 and 2000 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, 2001 are no indication of the expected results for the annual period which ends December 31, 2001. 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, 2000. 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 generally accepted accounting principles requires management to make estimates 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. 7 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. 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 movements. The Bank had no securities classified as held to maturity or trading at March 31, 2001 or 2000. Securities classified as available for sale are those debt securities 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. Securities available for sale are carried at fair value. Unrealized gains or losses are reported as increase or decreases in stockholders' equity, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the amortized cost of specific securities sold, are included in earnings. Loans Loans are stated at principal amounts outstanding less the allowance 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. Subsequent cash receipts on non-accrual loans are accounted for on the cost recovery method, until principal and interest amounts contractually due are brought current and future payments are reasonably assured. The Bank 8 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. Impairment is measured on a loan by loan basis by either 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 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 collection of the principal is unlikely. 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. 9 Other Real Estate Other real estate is comprised of properties acquired through foreclosure or negotiated settlement. The carrying value of these properties 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 tax 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 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 enactments. The Company and its subsidiary file a consolidated federal income tax return. In addition, The Company in accordance with state statutes files a Louisiana state income tax return. 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 31,2001, 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, 2001 and 2000,respectively. 10 Statement of Cash Flows For the purposes of reporting cash flows, cash and cash equivalents includes 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 Stockholders' Equity for all periods presented. Recent Accounting Pronouncements In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." This statement replaces SFAS 125, by revising and clarifying the standards for accounting for transfers of financial assest and collateral, and by requiring additional disclosures. The provisions of SFAS No. 140 are effective for transfers and servicing of financial assets occurring after March 31, 2001. The adoption of SFAS No. 140 is not expected to have a material impact on the Company's financial position or results of operations 11 Zachary Bancshares, Inc. and Subsidiary MANAGEMENT'S DISCUSSION March 31, 2001 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ($ in Thousands) The following is management's discussion and analysis of the significant changes in income and expenses in relation to the changes in financial position for the three months ended March 31, 2001 and 2000. This information should be read in conjunction with the financial statements and 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 Loans Total loans were $60,434 at March 31, 2001 compared to $62,891 at March 31, 2000. This represents a decrease of $2,457 or 4%. Interim loan repayments accounted for the decrease in total loans along with a slowdown in the general economy. Investment Securities Investment securities decreased 9% to $13,240 at March 31, 2001 compared to $14,596 at March 31, 2000. Several securities were called prior to maturity and the funds were reinvested in overnite reserve funds sold instead of longer term investments. Reserve Funds Sold/Interest Bearing Deposits at other banks Reserve funds sold increased to $8,025 at March 31, 2001 from $3,375 at March 31, 2000. Interest bearing deposits at other banks grew to $4,030 at March 31, 2001 from $38 at March 31, 2000. Both of these accounts grew as the funds generated from deposit growth and loan repayments were not reinvested in long term investment securities in order to build up short term liquidity in the event of deposit withdrawals by large depositors whose certificates were repricing in late March and early April. Deposits Total deposits increased $4,889 to $81,257 at March 31, 2001 compared to $76,368 at March 31, 2000 as the bank was able to attract new checking, savings and certificate accounts from individuals and commercial customers. The general decline in the market value of equity stock portfolios in the first quarter 2001 led some customers to deposit funds in FDIC insured accounts instead of keeping those funds in the stock market. 12 RESULTS OF OPERATION For the three Month Period Ended March 31, 2001 over 2000 Net Income Net Income was $249 for the three month period ended March 31, 2001 compared to $289 in the same period in 2000. This change was primarily due to an increase in interest expense to $709 at March 31, 2001 from $584 at March 31, 2000. This expense increase was offset by smaller increases in interest income and other income. Interest Income Interest Income for the three month period ended March 31, 2001 increased 8% to $1,737 compared to $1,701 for the same period in 2000. The interest income increase resulted primarily from the Company's increase in balances of reserve funds sold and interest bearing deposits at other banks. Interest Expense Total interest expense for the three months ended March 31, 2001 was $709, compared to $584 for the three month period ended March 31, 2000. This was an increase of $125 or 21% between the two periods. Interest bearing deposits increased 9% to $61,585 at March 31, 2001 from $56,746 at March 31, 2000. Weighted average interest costs increased to 3.61% at March 31, 2001 from 3.02% at March 31, 2000 as interest rate hikes in the general U.S. economy led to higher rates in certificates of deposit locally. Provision for Loan Losses The Company included $59 for provision for loan losses during the three month period ended March 31, 2001 the same as at March 31, 2000. Loans are reviewed monthly to facilitate identification and monitoring of potentially deteriorating credit. Management considers the current allowance adequate to absorb potential losses but continues to monitor the situation. Total Other Income Total other income for the three month period ended March 31, 2001 increased $24 compared to March 31, 2000. The 2001 results included an increase in service charges on deposit accounts of $17 and other operating income increased $7. Total Other Expense Total other expenses decreased $3 to $807 at March 31, 2001 from $810 at March 31, 2000. Employee salaries and benefits decreased $10 for the three month period under consideration as the Bank renegotiated the employee hospitalization insurance policy resulting in savings in that area. Occupancy expense increased $7 for the 2001 three month time period as compared to 2000. 13 Income Tax The Company is fully taxable at the maximum rate (34%) in both 2001 and 2000 and expects to remain taxable at the current rate throughout 2001. Earnings Per Share The Company's 2001 earnings per share at March 31, 2001 were $1.29 a 13% decrease compared to $1.49 per share the previous year, primarily due to higher interest expense on deposits incurred thus far in the present year. Dividends The Company does not normally pay a cash dividend during the first quarter of the year but plans to continue its practice of paying dividends to shareholders at the end of the 2nd and 4th quarters. 14 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 15 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, 2001 ____________________ Harry S. Morris, Jr. President _________________ J. Larry Bellard Treasurer 16 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 principles and include some amounts that are necessarily based on management'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, objectivity, 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 authorized and recorded in accordance with established policies and procedures. 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 professional 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 independent public accountants to review matters relating to financial reporting, 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, 2000, were examined by Hannis T. Bourgeois, LLP, independent public accountants, who rendered an independent professional opinion on the financial statements prepared by management. The financial statements, as of March 31, 2001, have been reviewed by Hannis T. Bourgeois, LLP. _________________ J. Larry Bellard Treasurer 17 INDEPENDENT ACCOUNTANT'S REPORT May 9, 2001 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, 2001 and 2000, and the related Consolidated Statements of Income, Changes in Stockholders'Equity and Cash Flows for the three month periods then ended. We previously audited and expressed our unqualified opinion in our report dated January 10, 2001 on the Consolidated Balance Sheet of Zachary Bancshares, Inc. and Subsidiary as of December 31, 2000. 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, /s/HANNIS T. BOURGEOIS, LLP HANNIS T. BOURGEOIS, LLP Baton Rouge, Louisiana 18