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 September 30, 2001 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 Sections 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, $10 par value, 193,667 shares outstanding as of September 30,
2001.
I N D E X
Financial Statements:
Consolidated Balance Sheets -
September 30, 2001, December 31, 2000 and September 30, 2000 2
Consolidated Statements of Income -
for the three and nine months ended September 30, 2001 and 2000 3
Consolidated Statements of Changes in Stockholders' Equity -
for the nine months ended September 30, 2001 and 2000 4
Consolidated Statements of Cash Flows -
for the nine months ended September 30, 2001 and 2000 5-6
Notes to Consolidated Financial Statements 7-10
Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-12
Part II - Other Information 13
Signatures 14
Management's Responsibility for Financial Reporting 15
Independent Accountant's Report 16
1
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
September 30, 2001, December 31, 2000 and September 30, 2000
($ in Thousands)
ASSETS
(UNAUDITED) (UNAUDITED)
Sept 30, December 31, Sept 30,
2001 2000 2000
Cash and Due from Banks $ 2,938 $ 2,785 $ 2,946
Interest Bearing Deposits in
Other Institutions 33 24 10
Reserve Funds Sold 6,700 6,950 1,500
Securities Available for Sale
(Amortized Cost $21,766, $14,346
and $15,568) 22,342 14,333 15,216
Loans 60,809 62,550 65,090
Less: Allowance for Loan Losses (1,297) (1,170) (1,141)
59,512 61,380 63,949
Bank Premises and Equipment 3,594 3,888 3,946
Other Real Estate 8 - -
Accrued Interest Receivable 720 548 577
Other Assets 146 214 346
Total Assets $95,993 $90,122 $88,490
LIABILITIES
Deposits:
Noninterest Bearing $19,247 $17,420 $18,118
Interest Bearing 64,535 61,847 58,690
Total Deposits 83,782 79,267 76,808
Borrowed Funds - - 1,000
Accrued Interest Payable 230 258 232
Other Liabilities 513 194 320
Total Liabilities $84,525 79,719 78,360
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 7,895 7,219 7,169
Accumulated Other Comprehensive Income 380 (9) (232)
Treasury Stock (22,333 Shares at Cost) (447) (447) (447)
Total Stockholders' Equity $11,468 $10,403 $10,130
Total Liabilities and
Stockholders' Equity $95,993 $90,122 $88,490
The accompanying notes are an integral part of these financial statements.
2
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
For the three and nine months ended
September 30, 2001 and 2000
($ in Thousands, except per share data)
(UNAUDITED) (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPT 30, SEPT 30,
2001 2000 2001 2000
Interest Income;
Interest and Fees on Loans $1,343 $1,454 $4,105 $4,271
Interest on Securities 334 257 822 765
Other Interest Income 43 19 264 98
Total Interest Income 1,720 1,730 5,191 5,134
Interest Expense:
Interest Expense on Deposits 667 638 2,080 1,785
Interest Expense on Borrowings - 17 - 59
Total Interest Expense 667 655 2,080 1,844
Net Interest Income 1,053 1,075 3,111 3,290
Provision for Loan Losses 61 76 180 205
Net Interest Income After Provision
For Loan Losses 992 999 2,931 3,085
Other Income:
Service Charges on Deposit Accounts 166 151 495 448
Gain on Sale of Securities - - 4 -
Other Operating Income 206 54 309 151
Total Other Income 372 205 808 599
Income before Other Expenses 1,364 1,204 3,739 3,684
Other Expenses:
Salaries and Employee Benefits 447 453 1,340 1,354
Occupancy Expense 70 59 196 166
Equipment Expense 170 102 366 296
Net Other Real Estate Expense (209) (40) (221) (122)
Other Operating Expenses 238 223 696 676
Total Other Expenses 716 797 2,377 2,370
Income before Income Taxes 648 407 1,362 1,314
Income Tax Expense 220 137 464 445
Net Income $428 $270 $898 $869
Per Share:
Net Income $2.21 $1.39 $4.64 $4.49
Cash Dividends $ - $ - $1.15 $1.10
The accompanying notes are an integral part of these financial statements.
3
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the nine months ended September 30, 2001 and 2000
($ 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 869 869
Change in Unrealized Gain
(Loss) on Securities
Available for Sale 61 61
Less: Reclassification Adjustment - -
Total Comprehensive Income 930
Cash Dividends (213) (213)
Balances, (Unaudited)
September 30, 2000 $2,160 $1,480 $7,169 $(232) $(447) $10,130
Balances,
January 1,2001 $2,160 $1,480 $7,219 $(9) $(447) $10,403
Comprehensive Income:
Net Income 898 898
Change in Unrealized Gain
(Loss) on Securities
Available for Sale 393 393
Less: Reclassification Adjustment (4) (4)
Total Comprehensive Income 1,287
Cash Dividends (222) (222)
Balances, (Unaudited)
September 30, 2001 $2,160 $1,480 $7,895 $380 $(447) $11,468
The accompanying notes are an integral part of these financial statements.
4
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 2001 and 2000
($ in Thousands)
(UNAUDITED)
SEPT 30
2001 2000
Cash Flows from Operating Activities:
Net Income $ 898 $ 869
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Deferred Tax Benefit (Increase) (2) -
Provision for Loan Losses 180 205
Provision for Depreciation and Amortization 311 249
Stock Dividends - Federal Home Loan Bank (13) (22)
Net Amortization (Accretion) of Securities 1 (24)
(Gain) on Sale of Other Real Estate (221) (125)
(Gain) on Call of Securities (4) -
(Gain) on Sale of other Bank Assets - (1)
(Increase) in Accrued Interest Receivable (172) (75)
(Increase) in Other Assets (25) (75)
Increase (Decrease) in Accrued Interest Payable (28) 38
Increase in Other Liabilities 214 198
Net Cash Provided by Operating Activities 1,139 1,237
Cash Flows From Investing Activities:
Net (Increase) Decrease in Reserve Funds Sold 250 (75)
Purchase of Securities Available for Sale (14,148) (969)
Maturities or Calls of Securities Available for Sale 5,500 500
Principal Payments on Mortgaged Back securities 1,244 823
Net (Increase) Decrease in Loans 1,680 (3,867)
Purchases of Premises and Equipment (17) (38)
Proceeds from Sales of Other Real Estate 221 125
Proceeds from Sales of other Bank Assets - 1
Net Cash Used in Investing Activities (5,270) (3,500)
(CONTINUED)
5
(UNAUDITED)
SEPT 30
2001 2000
Cash Flows From Financing Activities:
Decrease in Borrowed Funds - (1,000)
Net Increase in Demand Deposits
NOW Accounts and Savings Accounts 1,953 (1,514)
Net Increase in Certificate of Deposit 2,562 4,756
Cash Dividends (222) (213)
Net Cash Provided by Financing Activities 4,293 2,029
Increase (Decrease) in Cash and Cash Equivalents 162 (234)
Cash and Cash Equivalents-
Beginning of Period 2,809 3,190
Cash and Cash Equivalents-
End of Period $2,971 $2,956
Supplemental Disclosures of Cash Flow Information:
Noncash Investing Activities:
Change in Unrealized Gain or (Loss)
On Securities Available for Sale $ 589 $ 91
Change in Deferred Tax Effect on
Unrealized Gain or (Loss) on Securities
Available for Sale $ 200 $ 31
Other Real Estate Acquired in Settlement of Loans $ 8 $ -
Cash Payments For:
Interest Paid on Deposits $2,107 $1,753
Income Tax $ 432 $ 485
The accompanying notes are an integral part of these financial statements.
6
Zachary Bancshares, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 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 nine months ended
September 30, 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 10KSB 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.
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
the 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 September 30, 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 increases 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 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.
8
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 methods 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 foreclosure or
negotiated settlement. The carrying value of these properties is the 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
9
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 carry forwards and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the differences
between the reported amounts of assets and liability 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
enactment.
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
September 30, 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 basis EPS was 193,667 for the periods ended September 30,
2001 and 2000, respectively.
STATEMENTS OF CASH FLOWS
For 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 Statement
of Changes in Stockholder's 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 assets 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 did not have a material impact on the
Company's financial position or results of operations.
10
Zachary Banchares, Inc and Subsidiary
MANAGEMENT'S DISCUSSION
September 30, 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 nine months ended September 30, 2001 and 2000. This
information should be read in conjunction with the financial statements and
the notes relating thereto. The Company is unaware of any trends, uncertain-
ties 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 $60,809 at September 30, 2001 compared to $65,090 at September
30, 2000. This represents a decrease of $4,281 or 7%. Interim loan repayments
exceeded new loans produced which led to the decrease in total loan balances as
the general economy slowed down.
INVESTMENT SECURITIES
Investment securities increased 47% to $22,342 at September 30, 2001 compared
to $15,216 at September 30, 2000. This increase was due to the investment of
funds generated by the net repayments of the loan portfolio plus the increase
in total deposits.
RESERVE FUNDS SOLD
Reserve funds sold increased $5,200 to $6,700 at September 30, 2001 from $1,500
at September 30, 2000. These funds increased as a result of deposit growth and
net loan repayments.
DEPOSITS
Total deposits increased $6,974 at September 30, 2001 to $83,782 compared to
76,808 at September 30, 2000 as the bank was able to attract new checking,
savings and certificate accounts from individuals and commercial customers.
RESULTS OF OPERATIONS
For the Nine Month Period Ended September 30, 2001 over 2000
NET INCOME
Net Income was $898 for the nine month period ended September 30, 2001 compared
to $869 in the same period in 2000. This increase was primarily due to a $99
increase in income from sales of Other Real Estate and the termination of the
Company's partially self-funded hospitalization insurance plan offset by
increased interest expense and higher depreciation expense for computer
equipment and software.
INTEREST INCOME
Interest income for the nine month period ended September 30, 2001 increased 1%
to $5,191 compared to $5,134 for the same period in 2000. The interest income
increase was provided by higher total interest earning assets as the Company
experienced deposit growth even though interest rates earned were lower.
11
INTEREST EXPENSE
Total Interest Expense for the nine months ended September 30, 2001 was $2,080
compared to $1,844 for the September 30, 2000 nine month period. Non-interest
bearing deposits increased $1,129 to $19,247 at September 30, 2001 from $18,118
at September 30, 2000. Interest bearing deposits increased 10% to $64,535 at
September 30, 2001 from $58,690 at September 30, 2000.
PROVISION FOR LOAN LOSSES
The Company included $180 for provision for loan losses during the nine month
period ended September 30, 2001 compared to $205 for the same period in 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 very
closely.
TOTAL OTHER INCOME
Total other income for the nine month period ended September 30, 2001 increased
$209 to $808 at September 30, 2001 from $599 at September 30, 2000. Service
charge income increased $47 while $94 of other income resulted from the
termination of the Company's partially self-funded hospitalization insurance
plan.
TOTAL OTHER EXPENSE
Total Other Expenses increased $7 to $2,377 at September 30, 2001 from $2,370
at September 30, 2000. An adjustment to the useful life of computer hardware
and software assets resulted in $70 additional equipment depreciation
expense. Increased sales of Other Real Estate at September 30, 2001 versus
at September 30, 2000 resulted in a $99 decrease in Net Other Real Estate
expense.
INCOME TAX
The Company's income is fully taxable at the maximum rate (34%) both in 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 September 30, 2001 were $4.64 compared
to $4.49 per share the previous year.
DIVIDENDS
The Company paid a cash dividend on June 15, 2001 of $1.15 per share compared
to $1.10 per share paid at this same time in 2000. The Company expects to pay
semiannual dividends again in the fourth quarter.
12
PART II
Item 1. 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 8K
a. None
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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: November 13, 2001 /s/Harry S. Morris, Jr.
Harry S. Morris, Jr.
President
/s/J. Larry Bellard
J. Larry Bellard
Treasurer
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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 September 30, 2001, have been reviewed by Hannis T.
Bourgeois, LLP.
/s/J. Larry Bellard
J. Larry Bellard
Treasurer
15
INDEPENDENT ACCOUNTANT'S REPORT
November 5, 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 September 30, 2001 and 2000, and the
related Consolidated Statements of Income for the three and nine month periods
then ended, and the related Statements of Changes in Stockholders' Equity and
Cash Flows for the nine 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 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
Baton Rouge, Louisiana
16