ZACHARY BANCSHARES, INC. AND SUBSIDIARY TABLE OF CONTENTS President's Message...................................... Independent Auditor's Report............................. Consolidated Balance Sheets December 31, 1994 and 1993............................. Consolidated Statements of Income for the years ended December 31, 1994 and 1993......... Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 1994 and 1993......... Consolidated Statements of Cash Flows for the years ended December 31, 1994 and 1993................. Notes to Consolidated Financial Statements December 31, 1994 and 1993............................. Condensed Consolidated Balance Sheets December 31, 1994, 1993, 1992, 1991 and 1990........... Condensed Consolidated Statements of Income for the years ended December 31, 1994, 1993, 1992, 1991 and 1990.......................................... Average Balance Sheets and Interest Rate Analysis for the years ended December 31, 1994 and 1993......... Interest Differential for the year ended December 31, 1994 .................. Condensed Consolidated Statements of Income for the quarter periods in the years ended December 31, 1994 and 1993............................. Management's Discussion and Results of Operation......... Officers................................................. Board of Directors....................................... Bank Locations........................................... ZACHARY BANCSHARES, INC. March 14, 1995 Dear Shareholders: Zachary Bancshares Inc. had another profitable year in 1994. Net income was $725,236.00 as compared to $890,337.00 in 1993. The decrease in 1994 profits was due to losses on sales of securities as interest rates increased. The securities sales allowed reinvestment in higher earning assets which will increase future earnings. In 1993, we experienced Gains on Sales of Securities and Gains on Sales of Other Real Estate which helped improve our profit above this year's level. Once again, our Board of Directors has increased cash dividends per share from $1.00 in 1992, to $1.20 in 1993 and then to $1.35 per share in 1994. Our return on average equity was 12.19%. With the low interest rates during 1994 and the excellent public schools that we have on the north end of the parish, many people have moved to the Zachary and Central communities. In Zachary alone, there were 99 new homes built in 1994. This continued growth was financed in part by our community bank, as our loan to deposit ratio grew from 34.66% in 1993 to 46.95% in 1994. This represents a net loan growth of $7,390,000 during the year. During the year 1994, the people in our trade area have learned to appreciate the value of keeping the Bank of Zachary as a community owned bank. While many other banks seemed to be losing interest in Zachary, and Central, we were financing a new fire station for the city, three major local church constructions and many area homes. Our officers and employees have worked to help develop a vision plan for the future of our city, a new city map, beautification in the downtown area, and a new chamber of commerce office. In addition, the Bank and it's employees have assisted in raising funds for the Boy Scouts, adoption agencies, financial assistance for the area schools and helped to provide Christmas meals and gifts for the poor in both Zachary and Central communities. We promise to continue to work for you, our shareholders and customers. Without your support these accomplishments would not have been possible. Sincerely, Harry S. Morris, Jr. President HANNIS T. BOURGEOIS & CO., L.L.P. Certified Public Accountants 2322 Tremont Drive, Suite 200 Baton Rouge, LA 70809 (504) 928-4770 January 13, 1995 To the Shareholders and Board of Directors Zachary Bancshares, Inc. and Subsidiary Zachary, Louisiana We have audited the accompanying Consolidated Balance Sheets of Zachary Bancshares, Inc. and Subsidiary as of December 31, 1994 and 1993 and the related Consolidated Statements of Income, Changes Stockholders' Equity and Cash Flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Zachary Bancshares, Inc. and Subsidiary as of December 31, 1994 and 1993, and the results of their operations, changes in their stockholders' equity and their cash flows for the years then ended, in conformity with generally accepted accounting principles. Respectfully submitted, /s/ Hannis T. Bourgeois & Co., L.L.P. Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED BALANCE SHEETS December 31, 1994 and 1993 ASSETS 1994 1993 Cash and Due from Banks - Note B $ 2,592,065 $ 2,446,066 Reserve Funds Sold 2,100,000 3,500,000 Securities - Note C: Held to Maturity (Fair Value $-0- and $19,403,100) $ - $19,209,841 Available for Sale (Fair Value $29,685,000 and $16,819,287) 29,685,000 16,819,287 $29,685,000 $36,029,128 Loans - Note D $28,241,397 $20,850,372 Less: Allowance for Loan Losses - Note E (820,000) (819,047) $27,421,397 $20,031,325 Bank Premises and Equipment - Note F 909,465 957,044 Other Real Estate 563,369 769,526 Accrued Interest Receivable 553,417 475,390 Other Assets 583,333 246,250 Total Assets $64,408,046 $64,454,729 LIABILITIES Deposits - Note G: Noninterest Bearing $12,192,031 $10,906,751 Interest Bearing 46,212,790 46,889,845 $58,404,821 $57,796,596 Accrued Interest Payable 125,111 106,623 Other Liabilities 199,643 233,068 Total Liabilities $58,729,575 $58,136,287 STOCKHOLDERS' EQUITY Common Stock - $10 par value; authorized 2,000,000 shares; issued 216,000 shares - Note H $ 2,160,000 $ 2,160,000 Surplus 1,480,000 1,480,000 Retained Earnings 3,460,525 2,996,739 Unrealized Gain (Loss) on Securities Available for Sale, Net - Note C (975,394) 128,363 Treasury Stock - 22,333 Shares, at Cost (446,660) (446,660) Total Stockholders' Equity $ 5,678,471 $ 6,318,442 Total Liabilities and Stockholders' Equity $64,408,046 $64,454,729 The accompanying notes are an integral part of these financial statements. Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF INCOME for the years ended December 31, 1994 and 1993 1994 1993 Interest Income: Interest and Fees on Loans $2,132,999 $1,878,667 Interest on Securities 1,950,667 2,191,506 Other Interest Income 105,328 95,787 Total Interest Income $4,188,994 $4,165,960 Interest Expense on Deposits - Note G 1,356,065 1,333,250 Net Interest Income $2,832,929 $2,832,710 Provision (Credit) for Loan Losses - Note E (42,338) - Net Interest Income after Provision for Loan Losses $2,875,267 $2,832,710 Other Income: Service Charges on Deposit Accounts $ 513,064 $ 542,376 Gain (Loss) on Securities - Note C (122,096) 83,027 Other Operating Income 54,593 33,276 Total Other Income $ 445,561 $ 658,679 Income before Other Expenses $3,320,828 $3,491,389 Other Expenses: Salaries and Employee Benefits - Note I $1,251,473 $1,201,213 Occupancy Expense 162,008 190,465 Net Other Real Estate Expense (28,877) (86,829) Other Operating Expenses - Note J 833,518 835,725 Total Other Expenses $2,218,122 $2,140,574 Income before Income Taxes $1,102,706 $1,350,815 Applicable Income Tax - Note K 377,470 460,478 Net Income $ 725,236 $ 890,337 Per Share - Note H: Net Income $ 3.75 $ 4.60 Cash Dividends $ 1.35 $ 1.20 The accompanying notes are an integral part of these financial statements. Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the years ended December 31, 1994 and 1993 1994 1993 Common Stock: Balance - Beginning and End of Year $ 2,160,000 $ 2,160,000 Surplus: Balance - Beginning and End of Year $ 1,480,000 $ 1,480,000 Retained Earnings: Balance - Beginning of Year $ 2,996,739 $ 2,338,801 Net Income 725,236 890,337 Cash Dividends (261,450) (232,399) Balance - End of Year $ 3,460,525 $ 2,996,739 Net Unrealized Gain (Loss) on Securities Available for Sale: Balance - Beginning of Year $ 128,363 $ - Net Change in Unrealized Gain on Securities Available for Sale (1,103,757) 128,363 Balance - End of Year $ (975,394) $ 128,363 Treasury Stock: Balance - Beginning and End of Year $ (446,660) $ (446,660) The accompanying notes are an integral part of these financial statements. Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS for the years ended December 31, 1994 and 1993 1994 1993 Cash Flows From Operating Activities: Net Income $ 725,236 $ 890,337 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Provision (Credit) for Loan Losses (42,338) - Provision for Losses on Other Real Estate (46,700) - Provision for Depreciation 119,862 158,155 Provision (Credit) for Deferred Tax (37,291) 48,740 Amortization (Accretion) of Securities Premiums (Discounts) 174,072 227,296 (Gain) Loss on Sale of Securities 122,096 (83,027) Gain on Sale of Other Real Estate (720) (111,131) (Gain) Loss on Sale of Premises and Equipment - 20,341 (Increase) Decrease in Interest Receivable (78,027) 102,760 (Increase) Decrease in Other Assets 196,125 43,600 Increase (Decrease) in Interest Payable 18,488 (19,828) Increase (Decrease) in Other Liabilities 39,259 (57,679) Net Cash Provided by Operating Activities $ 1,190,062 $ 1,219,564 Cash Flows From Investing Activities: Net Decrease in Reserve Funds Sold $ 1,400,000 $ 850,000 Purchases of Securities (19,163,297) (22,178,049) Proceeds from Maturities of Securities 6,555,006 15,620,046 Proceeds from Sale of Securities 16,983,893 7,596,538 Net (Increase) Decrease in Loans (7,231,774) (2,086,022) Proceeds from Sale of Premises and Equipment - 23,130 Purchases of Premises and Equipment (72,283) (22,877) Sales of Other Real Estate 137,617 366,002 Net Cash Provided by (Used in) Investing Activities $ (1,390,838) $ 168,768 Zachary Bancshares, Inc. and Subsidiary CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) for the years ended December 31, 1994 and 1993 1994 1993 Cash Flows From Financing Activities: Net Increase (Decrease) in Demand Deposits, NOW Accounts and Savings Accounts $ 1,092,765 $ (104,448) Net Decrease in Certificates of Deposit (484,540) (1,629,925) Cash Dividends (261,450) (232,399) Net Cash Provided by (Used in) Financing Activities $ 346,775 $ (1,966,772) Increase (Decrease) in Cash and Due from Banks $ 145,999 $ (578,440) Cash and Due from Banks -Beginning of Year 2,446,066 3,024,506 Cash and Due from Banks - End of Year $ 2,592,065 $ 2,446,066 Supplemental Disclosures of Cash Flow Information: Noncash Investing Activities: Other Real Estate Acquired (Disposed) in Settlement of Loans $ (115,960) $ (38,883) Change in Unrealized Gain (Loss) on Securities Available for Sale $ (1,672,358) $ 194,489 Change in Deferred Tax Effect on Unrealize Gain on Securities Available for Sale $ (568,601) $ 66,126 Cash Payments for: Interest Paid on Deposits $ 1,337,577 $ 1,353,077 Income Tax Payments $ 377,000 $ 453,530 The accompanying notes are an integral part of these financial statements. Zachary Bancshares, Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1994 and 1993 Note A - 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. 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. 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. These securities are carried at cost adjusted for amortization of premium and accretion of discount, computed by various methods approximating the interest method over their contractual lives. 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 cost of specific securities sold, are included in earnings. The Bank does not engage in trading activities. Reference should be made to Note C regarding a change to this method of accounting for securities. Loans Loans are stated at principal amounts outstanding, less unearned income and allowance for loan losses. Interest on commercial loans is accrued daily based on the principal outstanding. Interest on installment loans is recognized and included in interest income using the sum-of-the-digits method, which does not differ materially from the interest method. 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. If the underlying collateral value is sufficient to cover the principal balance and accrued interest, the Bank may decide to continue the accrual of interest. Allowance for Loan Losses The allowance for loan losses is an amount which in management's judgment is adequate to absorb potential losses 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. 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 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 purposes. 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 lower of cost or fair market value. 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 after interest income from state and municipal securities is excluded. 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 on 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 enactment. Reference should also be made to Note K regarding a change in the method of accounting for income taxes. The corporation and its subsidiary file a consolidated federal income tax return. In addition, state income tax returns are filed individually by Company in accordance with state statutes. Earnings per Common Share The computation of earnings per share and other per share amounts of common stock is based on the weighted average number of shares of common stock outstanding during each year, which is 193,667 in 1994 and 193,667 in 1993. Statements of Cash Flows For purposes of reporting cash flows, cash and due from banks includes cash on hand and amounts due from banks (including cash items in process of clearing) Current Accounting Developments In December, 1991, the Financial Accounting Standards Board issued Statement No. 107, "Disclosures about Fair Value of Financial Instruments." This statement requires disclosure of the fair value of financial instruments, both assets and liabilities, whether or not such instruments are recognized in the balance sheet. As it relates to the Company, financial instruments include primarily cash equivalents, securities, loans, and deposits. SFAS No. 107 will be adopted by the Company for the fiscal year ended December 31, 1995. The Financial Accounting Standards Board has issued Statement No. 114, "Accounting by Creditors for Impairment of a Loan", which becomes effective for years beginning after December 15, 1994. The Statement generally requires impaired loans to be measured on the present value of expected future cash flows discounted at the loan's effective interest rate, or as an expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. A loan is impaired when it is probable the creditor will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. The Company has addressed the potential future impact of the application of this statement, and considers it to be immaterial. Note B - Cash and Due from Banks - The Bank is required by state law to maintain average cash reserve balances. The amounts of those required reserves at December 31, 1994 and 1993 were approximately $405,000 and $392,000, respectively. Note C - Securities - The Financial Accounting Standards Board has issued Statement No. 115, "Accounting for Investments in Debt and Equity Securities." The Statement establishes accounting and reporting standards for investments in debt and equity securities that have readily determinable fair value. This statement was required to be adopted for years beginning after December 15, 1993. The Company elected early adoption of this statement effective December 31, 1993. The net effect is reflected in the consolidated financial statements as a separate component of stockholder's equity as Unrealized Gain (Loss) on Securities Available for Sale, Net in the amount of $(975,394) and $128,363 for the years ended December 31, 1994 and 1993, respectively. In 1993, the Company classified its U.S. Treasury Securities and U.S. Government Agency Securities as held to maturity and its mortgage- back securities and collateralized mortgage obligations as available for sale. In 1994, the Company elected to transfer all securities into the available for sale classification. As a result, the Company has applied the "mark-to-market" guidelines set forth in SFAS No. 115 to its entire securities portfolio at December 31, 1994. Amortized cost amounts and fair values of securities available for sale at December 31, 1994 and 1993 are summarized as follows: 1994 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE U.S. Treasury Securities $ 4,002,523 $ - $ (192,853) $ 3,809,670 Securities of Other U.S. Government Agencies 13,116,107 - (337,837) 12,778,270 Mortgage-Backed Securities 5,261,137 32,777 (234,178) 5,059,736 Collateralized Mortgage Obliga- tions 8,783,102 - (745,778) 8,037,324 $31,162,869 $ 32,777 $(1,510,646) $29,685,000 1993 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE Mortgage-Backed Securities $ 6,705,766 $ 249,096 $ - $ 6,954,862 Collateralized Mortgage Obligations 9,919,033 9,642 (64,250) 9,864,425 Total $16,624,799 $ 258,738 $ (64,250) $16,819,287 The amortized cost and fair values of securities available for sale as of December 31, 1994 by contractual maturity are shown below. Maturities may differ from contractual maturities in mortgage-backed securities and collateralized mortgage obligations because the mortgages underlying the securities may be called or repaid without any penalties. Therefore, these securities are not included in the maturity categories in the following maturity summary. AMORTIZED FAIR COST VALUE One to Five Years 16,118,630 15,635,150 Five to Ten Years 1,000,000 952,791 $17,118,630 $16,587,940 Securities available for sale with an amortized cost of $11,995,434 and a fair value of $11,575,670 at December 31, 1994, were pledged as collateral on public deposits and for other purposes as required or permitted by law. There were no securities available for sale pledged as collateral on public deposit at December 31, 1993. The amortized cost and fair values of securities being held to maturity as of December 31, 1993 are summarized as follows: 1993 GROSS GROSS AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE U.S. Treasury Securities $11,171,021 $ 59,458 $ (1,779) $11,228,700 Securities of Other U.S. Government Agencies 8,038,820 138,904 (3,314) 8,174,410 $19,209,841 $ 198,362 $ (5,093) $19,403,110 Securities being held to maturity with a carrying amount of $10,175,328 at December 31, 1993, were pledged as collateral on public deposits and for the other purposes as required or permitted by law. Gross realized gains and losses from the sale of securities for the years ended December 31, 1994 and 1993 are as follows: 1994 1993 Realized Gains $ 24,339 $ 102,815 Realized Losses (146,435) (19,788) $ (122,096) $ 83,027 Note D - Loans - An analysis of the loan portfolio at December 31, 1994 and 1993, is as follows: 1994 1993 Real Estate Loans - Construction $ 2,441,270 $ 1,587,354 Real Estate Loans - Mortgage 20,492,858 14,215,330 Loans to Farmers 14,039 14,893 Commercial and Industrial Loans 2,430,331 2,026,174 Loans to Individuals 2,703,428 2,515,496 All Other Loans 159,503 491,864 Total Loans $28,241,429 $20,851,111 Unearned Income (32) (739) $28,241,397 $20,850,372 The Bank had non-performing loans on a non-accrual basis totaling approximately $178,700 and $183,400 at December 31, 1994 and 1993, respectively. The Bank recognized $5,488, and $18,953 in interest income relating to these loans during the years ended December 31, 1994 and 1993. Had the loans been performing, approximately $22,100 and $10,200 of additional interest income would have been recognized for the years ended December 31, 1994 and 1993. Loans contractually past due 90 days or more, in addition to loans on non-accrual, were $-0- at December 31, 1994 and 1993, respectively. The Bank is permitted under the laws of the State of Louisiana to make extensions of credit to its executive officers, directors and their affiliates in the ordinary course of business. The amount of such related party loans was $1,267,975 and $1,433,621 at December 31, 1994 and 1993, respectively. An analysis of the aggregate of these loans for 1994, is as follows: Balance - Beginning of Year $ 1,433,621 New Loans 237,123 Repayments (402,769) Balance - End of Year $ 1,267,975 Note E - Allowance for Loan Losses - Following is a summary of the activity in the allowance for loan losses: 1994 1993 Balance - Beginning of Year $ 819,047 $ 830,000 Current Provision (Credit) from Income (42,338) - Recoveries of Amounts Previously Charged Off 83,627 44,156 Amounts Charged Off (40,336) (55,109) Balance - End of Year $ 820,000 $ 819,047 Ratio of Reserve for Possible Loan Losses to Non-Performing Loans at End of Year 458.87% 446.59% Ratio of Reserve for Possible Loan Losses to Loans Outstanding at at End of Year 2.90% 3.93% Ratio of Net Loans Charged Off to Average Loans Outstanding for the Year (.18)% .05% Note F - Bank Premises and Equipment - Bank premises and equipment costs and the related accumulated depreciation at December 31, 1994 and 1993, are as follows: ACCUMULATED ASSET COST DEPRECIATION NET December 31, 1994: Land $ 450,908 $ - $ 450,908 Bank Premises 685,670 418,831 266,839 Furniture and Equipment 1,037,689 845,971 191,718 $2,174,267 $1,264,802 $ 909,465 December 31, 1993: Land $ 450,908 $ - $ 450,908 Bank Premises 685,670 401,831 283,839 Furniture and Equipment 995,452 773,155 222,297 $2,132,030 $1,174,986 $ 957,044 The provision for depreciation charged to operating expenses was $119,862 and $158,155, respectively, for the years ended December 31, 1994 and 1993. Note G - Deposits - Following is a detail of deposits: 1994 1993 Demand Deposit Accounts $12,192,031 $10,906,751 NOW and Super NOW Accounts 7,377,218 7,181,385 Money Market Accounts 6,777,381 6,645,308 Savings Accounts 7,461,709 7,982,131 Certificates of Deposit Over $100,000 7,062,425 6,801,698 Certificates of Deposit 17,534,057 18,279,323 $58,404,821 $57,796,596 Interest expense on certificates of deposit over $100,000 for the years ended December 31, 1994 and 1993, amounted to $246,645 and $247,547, respectively. Public fund deposits at December 31, 1994 and 1993, were $5,618,654 and $5,287,177, respectively. Note H - Stockholders' Equity and Regulatory Matters - Dividends are paid by the Company from its assets which are provided primarily by dividends from the Bank. Dividends are payable only out of retained earnings and current earnings of the Company. Certain restrictions exist regarding the ability of the Bank to transfer funds to the Company in the form of cash dividends. Louisiana statutes require approval to pay dividends in excess of a state bank's earnings in the current year plus retained net profits for the preceding year. As of January 1, 1995, the Bank had retained earnings of $4,197,254 of which $944,540 was available for distribution without prior regulatory approval. The Bank is also required to maintain minimum amounts of capital to total risk weighted assets, as required by banking regulators. At December 31, 1994, the Bank is required to have minimum Tier 1 and Total Capital ratios of 4.00% and 8.00%, respectively. The Bank's actual ratios at that date were 23.53% and 24.78%, respectively. The Bank's Leverage Ratio at December 31, 1994, was 9.82%. Under current regulations, the Bank is limited in the amount it may loan to its Parent. Loans to the Parent may not exceed 10% of the Bank's capital and surplus. There were no loans outstanding at December 31, 1994 and 1993. Note I - Employee Benefit Plans - The Bank of Zachary has a defined contribution Profit Sharing Plan and Trust for its qualified employees. Each year the Board of Directors of the Bank determines the Bank's contribution. No contribution is required by qualified participants. Contributions charged to expense for this plan were $55,266, and $58,000 for the years ended December 31, 1994 and 1993. In addition, the Bank has a 401(K) plan for those employees who meet the necessary eligibility requirements. Covered employees may voluntarily contribute 1% to 15% of gross pay to the plan. The Bank matched one-half of the employee's contribution to a maximum of 6% of gross pay in 1994 and to a maximum of 6% in 1993. Contributions charged to expense for this plan were $24,734 and $22,000 for the years ended December 31, 1994 and 1993, respectively. Note J - Other Operating Expenses - An analysis of Other Operating Expenses for the years ended December 31, 1994 and 1993, is as follows: 1994 1993 Regulatory Assessments $ 142,362 $ 144,136 Computer Service Fees 90,286 91,131 Equipment 188,007 182,029 Public Relations and Advertising 53,326 39,336 Other 359,537 379,093 $ 833,518 $ 835,725 Note K - Income Tax - The total provision for income taxes charged to income amounted to $377,470 and $460,478 for 1994 and 1993, respectively. The provisions represent effective tax rates of 34% and 34% in 1994 and 1993. Following is a reconciliation between income tax expense based on the federal statutory tax rates and income taxes reported in the statements of income. 1994 1993 Income Taxes Based on Statutory Rate - 34% in 1994 and 1993 $ 374,920 $ 459,277 Other - Net 2,550 1,201 $ 377,470 $ 460,478 The components of consolidated income tax expense (benefits) are: Provision for Current Taxes $ 414,761 $ 411,738 Provision (Credit) for Deferred Taxes (37,291) 48,740 $ 377,470 $ 460,478 Effective January 1, 1993, the Company adopted FASB Statement No. 109, "Accounting for Income Taxes". As explained in Note A, Statement 109 adopts a liability method that requires the recognition of deferred tax assets and liabilities for the expected future consequences of events that have been recognized in the Company's financial statements or tax returns. In estimating future tax consequences, Statement 109 generally considers all expected future events other than enactments of changes in tax laws or rates. Previously, the Company used a liability method under FASB Statement No. 96, but that method gave no recognition to future events other than the recovery of assets and settlement of liabilities at their reported amounts. The effect of the adjustments to the January 1, 1993 balance sheet to adopt Statement 109 was $-0-. A deferred income tax asset of $533,208 is included in other assets at December 31, 1994, and a deferred income tax liability of $72,684 is included in other liabilities at December 31, 1993. The deferred tax provision consists of the following timing differences: 1994 1993 Depreciation Expense for Tax Reporting in Excess of Amount for Financial Reporting $ 8,181 $ (6,341) Provision for Loan Losses for Financial Reporting in Excess of Amount for Tax Reporting 324 3,724 Other Real Estate Write-offs for Financial Reporting in Excess of Amount for Tax Reporting (18,091) 50,891 Accretion Income for Financial Reporting in Excess of Tax Reporting (4,123) 466 Provision for Deferred Leave for Financial Reporting in Excess of the Amount for Tax Reporting 51,000 - $ 37,291 $ 48,740 The net deferred tax asset and liability consist of the following components at December 31, 1994 and 1993: 1994 1993 Depreciation $ (44,441) $ (52,622) Provision for Loan Losses 25,316 24,992 Other Real Estate 3,536 21,627 Accretion Income (4,678) (555) Deferred Leave 51,000 - Unrealized (Gain) Loss on Securities Available for Sale 502,475 (66,126) Total Deferred Tax Asset (Liability) $ 533,208 $ (72,684) Note L - Off-Balance-Sheet Instruments - The Company is a party to financial instruments with off-balance- sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheets. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as they do for on- balance-sheet instruments. In the normal course of business the Bank has made commitments to extend credit of $2,670,377 at December 31, 1994. This amount includes unfunded loan commitments aggregating $2,630,859 and letters of credit of $31,518. The Bank has an outstanding line of credit for the purchase of Federal Funds with a Banker's Bank in the amount of $1,500,000. No funds were drawn on this line at December 31, 1994. Note M - Concentrations of Credit - The majority of the Bank's business activities are with customers in the Bank's market area, which consists primarily of East Baton Rouge and adjacent parishes. The majority of such customers are depositors of the Bank. The concentrations of credit by type of loan are shown in Note D. Most of the Bank's credits are to individuals and small businesses secured by real estate. The Bank, as a matter of policy, does not extend credit to any single borrower or group related borrowers in excess of $750,000. Note N - Contingencies - In 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. Note O - Financial Information - Parent Company Only - The financial statements for Zachary Bancshares, Inc. (Parent Company) are presented below: BALANCE SHEETS December 31, 1994 and 1993 1994 1993 Assets: Cash $ 256,611 $ 260,761 Investment in Subsidiary 5,421,860 6,063,850 Due from Subsidiary 33,638 - Other Assets - 4,124 Total Assets $5,712,109 $6,328,735 Liabilities: Due to Subsidiary $ - $ 10,293 Income Tax Payable 33,638 - Total Liabilities $ 33,638 $ 10,293 Stockholders' Equity: Common Stock $2,160,000 $2,160,000 Surplus 1,480,000 1,480,000 Retained Earnings 2,485,131 3,125,102 Treasury Stock (446,660) (446,660) Total Stockholders' Equity $5,678,471 $6,318,44 Total Liabilities and Stockholders' Equity $5,712,109 $6,328,735 STATEMENTS OF INCOME for the years ended December 31, 1994 and 1993 1994 1993 Income: Dividend from Subsidiary $ 266,500 $ 415,000 Expenses: Operating Expenses 11,729 7,436 Income before Equity in Undistributed Net Income of Subsidiary $ 254,771 $ 407,564 Equity in Undistributed Net Income of Subsidiary 461,767 482,773 Net Income before Income Taxes $ 716,538 $ 890,337 Applicable Income Tax Expense (Benefit) (8,698) - Net Income $ 725,236 $ 890,337 STATEMENTS OF CASH FLOWS for the years ended December 31, 1994 and 1993 1994 1993 Cash Flows From Operating Activities: Net Income $ 725,236 $ 890,337 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Equity in Undistributed Net Income of Subsidiary (461,767) (482,773) (Increase) Decrease in Receivable From Subsidiary (33,638) 32,058 (Increase) Decrease in Other Assets 4,124 (4,124) Increase (Decrease) in Due to Subsidiary (10,293) 10,293 Increase (Decrease) in Income Tax Payable 33,638 (37,669) Net Cash Provided by Operating Activities $ 257,300 $ 408,122 Cash Flows From Financing Activities: Dividends Paid $ (261,450) $ (232,399) Net Cash Used in Financing Activities $ (261,450) $ (232,399) Net Increase (Decrease) in Cash $ (4,150) $ 175,723 Cash - Beginning of Year 260,761 85,038 Cash - End of Year $ 256,611 $ 260,761 CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 1994, 1993, 1992, 1991 and 1990 ASSETS 1994 1993 Cash and Due from Banks $ 2,592,065 $ 2,446,066 Securities 31,785,000 39,529,128 Loans 27,421,397 20,031,325 Other Assets 2,609,584 2,448,210 Total Assets $64,408,046 $64,454,729 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $58,404,821 $57,796,596 Other Liabilities 324,754 339,691 Stockholders' Equity 5,678,471 6,318,442 Total Liabilities and Stockholders' Equity $64,408,046 $64,454,729 Selected Ratios: Loans to Assets 42.57% 31.08% Loans to Deposits 46.95% 34.66% Deposits to Assets 90.68% 89.67% Equity to Assets 8.82% 9.80% Return on Average Assets 1.11% 1.36% Return on Average Equity 12.19% 15.34% See auditor's report on the selected financial and statistical data. (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 1994, 1993, 1992, 1991 and 1990 ASSETS 1992 1991 1990 Cash and Due from Banks $ 3,024,506 $ 2,393,643 $ 2,292,368 Securities 41,367,443 37,632,028 30,473,653 Loans 17,906,420 18,671,743 20,833,159 Other Assets 3,067,072 3,198,764 3,649,191 Total Assets $65,365,441 $61,896,178 $57,248,371 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $59,530,969 $56,247,896 $52,246,790 Other Liabilities 302,331 668,112 663,138 Stockholders' Equity 5,532,141 4,980,170 4,338,443 Total Liabilities and Stockholders' Equity $65,365,441 $61,896,178 $57,248,371 Selected Ratios: Loans to Assets 27.39% 30.17% 36.39% Loans to Deposits 30.08% 33.19% 39.87% Deposits to Assets 91.07% 90.87% 91.26% Equity to Assets 8.46% 8.05% 7.58% Return on Average Assets 1.19% 1.28% .14% Return on Average Equity 15.10% 16.77% 1.81% CONDENSED CONSOLIDATED STATEMENTS OF INCOME for the years ended December 31, 1994, 1993, 1992, 1991 and 1990 1994 1993 Interest Income $ 4,188,994 $ 4,165,960 Interest Expense 1,356,065 1,333,250 Net Interest Income $ 2,832,929 $ 2,832,710 Provision (Credit) for Loan Losses (42,338) - Net Interest Income after Provision for Loan Losses $ 2,875,267 $ 2,832,710 Other Income 445,561 658,679 Other Expenses 2,218,122 2,140,574 Income (Loss) before Income Taxes $ 1,102,706 $ 1,350,815 Applicable Income Tax Expense (Benefit) 377,470 460,478 Net Income $ 725,236 $ 890,337 Earnings Per Share: Net Income $ 3.75 $ 4.60 Cash Dividends $ 1.35 $ 1.20 Book Value - End of Year $ 29.32 $ 32.63 See auditor's report on the selected financial and statistical data. (Continued) CONDENSED CONSOLIDATED STATEMENTS OF INCOME for the years ended December 31, 1994, 1993, 1992, 1991 and 1990 1992 1991 1990 Interest Income $ 4,636,137 $ 4,979,984 $ 5,153,894 Interest Expense 1,832,414 2,688,535 3,018,877 Net Interest Income $ 2,803,723 $ 2,291,449 $ 2,135,017 Provision (Credit) for Loan Losses 134,272 286,186 13,070 Net Interest Income after Provision for Loan Losses $ 2,669,451 $ 2,005,263 $ 2,121,947 Other Income 784,851 1,030,503 (273,555) Other Expenses 2,307,663 2,080,497 1,926,032 Income (Loss) before Income Taxes $ 1,146,639 $ 955,269 $ (77,640) Applicable Income Tax Expense(Benefit) 383,000 196,802 (159,200) Net Income $ 763,639 $ 758,467 $ 81,560 Earnings Per Share: Net Income $ 3.94 $ 3.90 $ .42 Cash Dividends $ 1.00 $ .60 $ .50 Book Value - End of Year $ 28.57 $ 25.60 $ 22.30 Zachary Bancshares, Inc. and Subsidiary AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS for the years ended December 31, 1994 and 1993 1994 INTEREST AVERAGE AVERAGE INCOME/ YIELD/ BALANCE EXPENSE RATE ASSETS Reserve Funds Sold $ 2,719,000 $ 105,328 3.87% Securities: Taxable 34,273,000 1,950,667 5.69 Loans-Net 23,877,000 2,132,999 8.93 Total Earning Assets $60,869,000 $4,188,994 6.88% Allowance for Loan Losses (830,000) Nonearning Assets 5,061,000 Total Assets $65,100,000 LIABILITIES AND STOCKHOLDERS' EQUITY Savings and NOW Accounts $15,364,000 $ 343,457 2.24% Insured Money Market Accounts 6,723,000 132,424 1.97 Certificates of Deposit 24,713,000 880,184 3.56 Total Interest Bearing Liabilities $46,800,000 $1,356,065 2.90% Demand Deposits 11,866,000 Other Liabilities 485,000 Stockholders' Equity 5,949,000 Total Liabilities and Stockholders' Equity $65,100,000 Net Interest Income - Tax Equivalent Basis $2,832,929 Tax Equivalent Adjustment - Net Interest Income $2,832,929 Net Interest Income - Spread 3.98% Net Interest Income as a % of Total Earning Assets 4.65% See auditor's report on the selected financial and statistical data. (Continued) AVERAGE BALANCE SHEETS AND INTEREST RATE ANALYSIS for the years ended December 31, 1994 and 1993 1993 INTEREST AVERAGE AVERAGE INCOME/ YIELD/ BALANCE EXPENSE RATE ASSETS Reserve Funds Sold $ 3,216,000 $ 95,787 2.98% Securities: Taxable 37,797,000 2,191,506 5.80 Loans-Net 19,463,000 1,878,668 9.65 Total Earning Assets $60,476,000 $4,165,961 6.89% Allowance for Loan Losses (836,000) Nonearning Assets 5,683,000 Total Assets $65,323,000 LIABILITIES AND STOCKHOLDERS' EQUITY Savings and NOW Accounts $16,125,000 $ 306,736 1.90% Insured Money Market Accounts 6,400,000 126,933 1.98 Certificates of Deposit 25,928,000 899,582 3.47 Total Interest Bearing Liabilities $48,453,000 $1,333,251 2.75% Demand Deposits 10,584,000 Other Liabilities 482,000 Stockholders' Equity 5,804,000 Total Liabilities and Stockholders'Equity $65,323,000 Net Interest Income - Tax Equivalent Basis $2,832,710 Tax Equivalent Adjustment - Net Interest Income $2,832,710 Net Interest Income - Spread 4.14% Net Interest Income as a % of Total Earning Assets 4.68% Zachary Bancshares, Inc. and Subsidiary INTEREST DIFFERENTIAL for the year ended December 31, 1994 1994 OVER 1993 CHANGE TOTAL ATTRIBUTABLE TO INCREASE VOLUME RATE (DECREASE) Interest Earning Assets: Reserve Funds Sold $ (16,967) $ 26,508 $ 9,541 Securities (202,153) (38,686) (240,839) Loans 410,507 (156,176) 254,331 Total Interest Income $ 191,387 $(168,354) $ 23,033 Interest Bearing Liabilities: Savings and NOW Accounts $ (16,109) $ 52,830 $ 36,721 Insured Money Market Accounts 6,375 (884) 5,491 Certificates of Deposit (42,504) 23,106 (19,398) Total Interest Expense $ (52,238) $ 75,052 $ 22,814 Increase (Decrease) in Interest Differential $ 243,625 $(243,406) $ 219 Note: The change in interest due to both volume and rate changes has been allocated equally between volume and rate. Zachary Bancshares, Inc. and Subsidiary CONDENSED CONSOLIDATED STATEMENTS OF INCOME for the quarter periods in the years ended December 31, 1994 and 1993 1994 4TH 3RD 2ND 1ST QUARTER QUARTER QUARTER QUARTER Interest Income $1,167,245 $1,056,095 $ 986,654 $ 979,000 Interest Expense 369,238 341,370 321,170 324,287 Net Interest Income $ 798,007 $ 714,725 $ 665,484 $ 654,713 Provision (Credit) for Loan Losses (42,338) - - - Net Interest Income after Provision for Loan Losses $ 840,345 $ 714,725 $ 665,484 $ 654,713 Other Income 81,478 57,695 141,575 164,813 Other Expenses 522,569 537,396 590,247 567,910 Income before Income Taxes $ 399,254 $ 235,024 $ 216,812 $ 251,616 Applicable Income Tax Expense 135,340 80,500 68,630 93,000 Net Income $ 263,914 $ 154,524 $ 148,182 $ 158,616 Per Share: Net Income $ 1.36 $ .80 $ .77 $ .82 Cash Dividends $ .75 $ - $ .60 $ - (Continued) CONDENSED CONSOLIDATED STATEMENTS OF INCOME for the quarter periods in the years ended December 31, 1994 and 1993 1993 4TH 3RD 2ND 1ST QUARTER QUARTER QUARTER QUARTER Interest Income $1,008,661 $1,024,336 $1,051,742 $1,081,221 Interest Expense 325,414 324,897 328,132 354,807 Net Interest Income $ 683,247 $ 699,439 $ 723,610 $ 726,414 Provision (Credit) for Loan Losses (7,040) 7,040 - - Net Interest Income after Provision for Loan Losses $ 690,287 $ 692,399 $ 723,610 $ 726,414 Other Income 114,740 194,029 157,598 192,312 Other Expenses 439,370 600,733 586,867 513,604 Income before Income Taxes $ 365,657 $ 285,695 $ 294,341 $ 405,122 Applicable Income Tax Expense 127,378 96,100 99,000 138,000 Net Income $ 238,279 $ 189,595 $ 195,341 $ 267,122 Per Share: Net Income $ 1.23 $ .98 $ 1.01 $ 1.38 Cash Dividends $ .60 $ - $ .60 $ - See auditor's report on the selected financial and statistical data. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL OPERATIONS AND RESULTS OF OPERATIONS The Company evaluates its financial strength through continual review of management, asset quality, capital, earnings and liquidity. The Company continuously addresses each area on an individual and corporate basis. The following Management's Discussion and Analysis relates to the Company's financial position for the years 1994 and 1993. This information is a part of and should be read in conjunction with the Financial Statements and related Notes. 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. CAPITAL The Company's capital continues to exceed regulatory requirements and peer group averages. Regulatory Risk Based Capital requirements for 1994 and 1993 were 8.0%. Regulatory Leverage Ratio requirements were 4% for the same time period. The Company's 1994 Equity to Assets Ratio (below) includes the effect of the Unrealized Loss ($975,394) on Securities discussed in Note C. The company's ratios as of December 31 are as follow: 1994 1993 Risk Based Capital Ratio 24.78% 27.63% Leverage Ratio 9.82% 9.07% Equity to Assets Ratio 8.82% 9.80% Earnings will continue to be the Company's main source of capital growth. Management is committed to capital growth through earnings retention. An earnings retention ratio is the percentage of current earnings retained within the capital structure. The Company's earnings retention ratios at December 31 are as follows: Shareholder Retention Net Income Dividends Ratio 1994 $725,236 $261,450 64% 1993 $890,337 $232,339 74% The Company distributed to shareholders, cash dividends of $1.35 and $1.20 per share in 1994 and 1993, respectively. LIQUIDITY Liquidity management is the process of ensuring that the Bank's assets and liabilities are appropriately structured. The Company's short-term and long-term liquidity is provided by two sources: core deposits and an adequate level of assets readily convertible to cash. Management continually monitors the balance sheet to insure its ability to meet current and future depositor requirements and loan funding commitments. The Company does not anticipate difficulties in meeting funding obligations. RESULTS OF OPERATIONS Overview Zachary Bancshares, Inc.'s (ZBI) net income for 1994 was $725,236 compared to $890,337 for 1993. ZBI's income level differential is attributable to securities transactions and reduced gains from Other Real Estate sales. ZBI continues to benefit from improvements in our regional and local economies and expects these trends to continue, although not at the 1992 to 1994 levels. The following table indicates our equity position and balance sheet trends; the 1994 Equity decrease reflects the FASB 115 Unrealized Loss on Securities of $(975,394). Growth Trends (year to year in $ and %) 94 to 93 93 to 92 Stockholders' Equity $(639,971) or -10.1% $ 786,301 or 14.2% Average Assets $(223,000) or -.3% $1,019,000 or 1.5% Earnings Analysis The Company's 1994 Net Interest Income increased slightly. Net Interest Income in 1994 was $2,832,949 compared to $2,832,710 for 1993. Average earning assets were $60,869,000 in 1994 compared to $60,476,000 in 1993. The following table depicts the Company's average earning assets components in thousands of dollars and the respective percentage relationship. 1994 1993 Reserve Funds $ 2,719 05% $ 3,216 05% Securities 34,273 56% 37,797 63% Loans (Net) 23,877 39% 19,463 32% Avg. Earning Assets $60,869 100% $60,476 100% The previous table indicates average earning assets stability. The Company experienced a cyclical loan volume decrease trend starting in 1984, stabilized in 1992, but reversed in 1994. Management actively pursued increases in the Company's loan portfolio in 1994. The majority of the Company's new loans are local, single family dwellings with a fixed rate, 5 year balloon repricing term. Average deposit liabilities were $58,666,000 in 1994 compared to $59,037,000 in 1993. The following table depicts ZBI's average deposit liabilities components and the respective percentage relationship, dollars in thousands. 1994 1993 Demand Deposits $11,866 20% $10,584 18% Savings & NOW 15,364 26% 16,125 27% Money Market 6,723 11% 6,400 11% Certificates 24,713 43% 25,928 44% Avg. Depositor Liability $58,666 100% $59,037 100% As interest rates decreased in recent years, depositors have moved funds from the longer maturities(Certificates) into shorter maturities. Management expects an increase in market rates may influence depositors to return some funds to longer term Certificates. Management remains committed to accepting only trade area deposits, which have core deposit characteristics. The Company's Net Interest Spread and Margin are shown below. Net Interest Spread is the difference between the yield on earning assets and the cost of funding. Net Interest Margin is interest income as a percent of average earning assets. 1994 1993 Net Interest Spread 3.98% 4.14% Net Interest Margin 4.65% 4.68% The Company's interest rate sensitivity is modeled in the following GAP Analysis Table. The Table depicts Management's measurement of the average balance sheet interest rate sensitivity GAP at December 31, 1994. Interest rate sensitivity results from the timing differences at which assets and liabilities may be repriced as market rates change. The Company also utilizes other measurement techniques to analyze interest rate sensitivity. GAP Analysis Table (Dollars in Thousands, @ par) 0-365 1-3 3+ Non Interest Total Days Years Years Bearing Assets Reserve Funds 2,100 - - - 2,100 Securities 6,550 15,418 7,717 - 29,685 Loans 8,125 4,012 15,285 - 27,422 Other Assets - - - 5,201 5,201 Total Assets 16,775 19,430 23,002 5,201 64,408 Liabilities Transfer Accts 4,066 7,137 2,950 - 14,155 Savings - 4,477 2,984 - 7,462 Certificates 20,127 1,902 2,567 - 24,596 Other Liabilities & Capital - - - 18,195 18,195 Total Liabilities & Capital 24,193 13,516 8,501 18,195 64,408 Cumulative GAP (7,418) (1,504) 12,997 The Company sold securities in 1993 resulting in a $83,027 cumulative gain; sales in 1994 resulted in a $122,096 cumulative loss. The total financial change from 1993 to 1994 was a $205,123 negative effect reported to shareholders in 1994. In both years, the Company was repositioning the Securities portfolio to enhance future earnings. A primary Company objective with all securities transactions is to increase interest margin; which was accomplished with the majority of transactions in 1993 and 1994. Allowance and Provision for Loan Losses The Allowance for Loan Losses is the amount Management determines necessary to reduce loans to their estimated collectible amounts and to provide for future losses in certain loans which are yet undefined. The Provision for Loan Losses is the amount charged to current earnings which are contributed to the Allowance, hereby maintaining the Allowance's integrity. The Company had a negative 1994 Provision of $42,338, (see Note E). The following table reflects year end Allowance and Provision totals: 1994 1993 Allowance for Losses $820,000 $819,047 Provision for Losses $(42,338) $ - Management utilizes diversification by loan type, borrower, purpose and industry in combination with individual credit standards to balance the Company's credit risks. Loans are reviewed to facilitate identification and monitoring of potentially deteriorating credits. Management considers the current Allowance adequate to absorb potential losses; therefore a 1995 Provision is not anticipated. Non-Performing Assets Non-performing assets include non-accrual loans, restructured loans and foreclosed assets. Loans are placed on non-accrual when a borrower's financial position has weakened or the ability to comply with contractual agreements becomes reasonably doubtful. Restructured loans have had original contractual agreements renegotiated because of the borrower's apparent inability to fulfill the contract. In-substance foreclosure loans have not been foreclosed upon or dationed; however, the collateral securing these loans, in Management's opinion have substantially the same characteristics as Other Real Estate and may become Other Real Estate. Therefore, all loans classified as in-substance, are carried in Other Real Estate totals. Other Real Estate, by State Law, is carried at the lower of cost or current market value for any asset appraised in excess of $40,000. The following table represents non-performing and renegotiated assets at year end: 1994 1993 Non-Accrual Loans $178,700 $ 183,400 Restructured Loans 144,090 145,161 Other Real Estate 563,369 769,526 Total $886,159 $1,098,087 The Company maintains an internal Watch List for Management purposes for loans (both performing and non-performing) that have been identified as requiring special monitoring. The Watch List consists of accruing, non- accruing and restructured loans. These loans have characteristics resulting in Management's concern of the borrower's current ability to meet the loan contract. Watch List totals at December 31 are: 1994 1993 $831,000 $836,000 Management anticipates a positive Watch List trend to continue in 1995. In 1993, the Company realized a $86,829 Gain on Sale of Other Real Estate, similar 1994 sales resulted in a $28,877 Gain on Sale. Therefore, 1994 Gain on Sale of Other Real Estate revenues decreased by $57,952 or 66.74%. Other Income Service Charges on Deposit Accounts decreased 5.3% or $29,312 in 1994. Management considers the 1994 decrease, a possible trend as depositors maintain higher balances, thereby offsetting direct service charges. Other Operating Income in 1993, included $20,341 in Loss on Disposal of Fixed Assets. After adjusting the 1993 income for the above Loss on Disposal, this income category was unchanged. Other Expense Salaries and Employee benefits increased 4.1% in 1994. This increase includes health care premiums and salaries. Occupancy expense decreased 14.5% or $28,457 in 1994, as a result of lower depreciation expense. Other Operating Expense was relatively unchanged in the aggregate. However, within this expense category, Management increased 1994 Public Relations and Advertising by $13,990 or 35%. Other expense's within this category offset the Public Relations' increase. Income Tax The Company was fully taxable in both 1993 and 1994 and expects to remain so in 1995. ZACHARY BANCSHARES, INC. OFFICERS Harry S. Morris, Jr. President & C.E.O. Winston E. Canning Secretary Mark Thompson Treasurer BANK OF ZACHARY OFFICERS Harry S. Morris, Jr. President & C.E.O. Winston E. Canning Executive Vice President Mark Thompson Vice President & Cashier Warren Couvillion Vice President Judy W. Andrews Assistant Vice President Virginia Hillman Assistant Vice President Kathleen Parker Assistant Vice President Ethel Mae Womack Assistant Vice President Laura Steen Operations Officer Melinda White Note Supervisor & Compliance Officer ZACHARY BANCSHARES, INC. AND BANK OF ZACHARY DIRECTORS Leonard F. Aguillard Chairman of the Board Russell Bankston, Vice Chairman Hardee M. Brian Winston E. Canning Sam Johnson Howard L. Martin, M.D. Albert C. Mills, III, PhD. Harry S. Morris, Jr. Director Emeritus R. O. McCraine A. C. Mills, Jr. STOCK INFORMATION The Company's stock is not listed on any security exchange. Therefore, Zachary Bancshares, Inc. does not have exchange data that provides high and low stock prices. The Company did not have any stock trades in 1994. There was a cash dividend paid in 1994 of $1.35 per share and $1.20 in 1993. BANK LOCATIONS Main Branch 4700 Main Street The Plaza 2210 Hwy 64, Zachary Central Branch 13444 Hooper Road, Baton Rouge INFORMATION Requests for additional information or copies of Form 10-K filed with the Securities and Exchange Commission in Washington, D.C. should be directed to: Chief Financial Officer Zachary Bancshares, Inc. P. O. Box 497 Zachary, Louisiana 70791-0497 TRANSFER AGENT & REGISTRAR Bank of Zachary P. O. Box 497 Zachary, Louisiana 70791-0497 INDEPENDENT ACCOUNTANTS Hannis T. Bourgeois & Co., L.L.P. Certified Public Accountants 2322 Tremont Drive, Suite 200 Baton Rouge, LA 70809-1487