SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10 - Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarter ended June 30, 1995 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 organizaton) or Identification No.)
4700 Main Street
Post Office Box 497
Zachary, Louisiana 70791-0497
(Address of principal executive office) (Zipcode)
Registrant's telephone number, including area code 504 654 2701
None
(Former name, former address and former fiscal
year if changed since last report)
Indicate by check mark whether the registant (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 wasrequired 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 June 30,
1995.
I N D E X
Financial Statements:
Consolidated Balance Sheets - June 30, 1995,
December 31, 1994 and June 30, 1994 2
Consolidated Statements of Income - for the three
and six months ended June 30, 1995 and 1994 3
Consolidated Statements of Changes in Stockholders'
Equity - for the six months ended June 30,
1995 and 1994 4
Consolidated Statements of Cash Flows -
for the six months ended June 30, 1995 and 1994 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
Report of Independent Accountant 15 - 16
Management's Responsibility of Financial Reporting 17
1
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
June 30, 1995, December 31, 1994 and June 30, 1994
ASSETS
(UNAUDITED) (UNAUDITED)
JUNE 30, DECEMBER 31, JUNE 30,
1995 1994 1994
Cash and Due from Banks $ 2,643,666 $ 2,592,065 $1,903,603
Reserve Funds Sold 2,000,000 2,100,000 2,800,000
Securities:
Held for Investment (Fair Value
$ - , $ - and,
$ 16,942,162) $ - $ - $17,118,592
Held for Sale (Amortized Cost
$29,451,897, $31,162,870,
and $17,615,256) 29,269,067 29,685,000 17,060,994
$29,269,067 $29,685,000 $34,179,586
Loans $31,043,962 $28,241,397 $22,245,431
Less:Allowance for Loan Losses (820,000) (820,000) (829,123)
$30,223,962 $27,421,397 $21,416,308
Bank Premises and Equipment 928,767 909,465 959,839
Other Real Estate 552,168 563,369 590,269
Accrued Interest Receivable 558,096 553,417 497,295
Other Assets 177,946 583,333 298,156
Total Assets $66,353,672 $64,408,046 $62,645,056
LIABILITIES
Deposits:
Noninterest Bearing $13,238,202 $12,192,031 $10,831,258
Interest Bearing 45,919,968 46,212,790 45,427,571
$59,158,170 $58,404,821 $56,258,829
Accrued Interest Payab 167,631 125,111 105,150
Other Liabilities 272,786 199,643 266,213
Total Liabilitie $59,598,587 $58,729,575 $56,630,192
STOCKHOLDERS' EQUITY
Common Stock - $10 Par Value; Authorized
2,000,000 Shares; Issued 216,000
Shares, Respectively $ 2,160,000 $ 2,160,000 $ 2,160,000
Surplus 1,480,000 1,480,000 1,480,000
Retained Earnings 3,682,413 3,460,525 3,187,337
Unrealized Gain (Loss) on Secur-
ities Available for Sale, Net (120,668) (975,394) (365,813)
Treasury Stock (22,333 Shares
at Cost) (446,660) (446,660) (446,660)
Total Stockholders' Equity $ 6,755,085 $ 5,678,471 $ 6,014,864
Total Liabilities and
Stockholders' Equity $66,353,672 $64,408,046 $62,645,056
See accountant's report and accompanying notes.
2
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENT OF INCOME
for the three and six months ended June 30, 1995 and 1994
(UNAUDITED) (UNAUDITED)
QUARTER ENDED SIX MONTHS ENDED
June 30 June 30
1995 1994 1995 1994
Interest Income:
Interest and Fees on Loans $ 650,604 $ 481,975 $1,259,068 $ 945,755
Interest on Securities 464,934 479,298 939,025 959,257
Other Interest Income 55,203 25,381 119,550 60,642
Total Interest Income $1,170,741 $ 986,654 $2,317,643 $1,965,654
Interest Expense on Deposits 458,911 321,170 883,098 645,457
Net Interest Income $ 711,830 $ 665,484 $1,434,545 $1,320,197
Provision for (Recovery of)
Loan Losses (16,169) - (16,169) -
Net Interest Income After
Provision for (Recovery
of) Loan Losses $ 727,999 $ 665,484 $1,450,714 $1,320,197
Other Income:
Service Charges on
Deposit Accounts $ 136,880 $ 128,307 $ 265,644 $ 258,589
Gain (Loss) on Securities (11,413) - (22,950) 17,813
Other Operating Income 11,920 13,268 28,665 29,986
Total Other Income $ 137,387 $ 141,575 $ 271,359 $ 306,388
Income before Other
Expenses $ 865,386 $ 807,059 $1,722,073 $1,626,585
Other Expenses:
Salaries & Employee benefits $ 348,643 $ 334,870 $ 668,840 $ 645,406
Occupancy Expense 43,771 49,634 82,733 88,605
Net Other Real Estate Expense - - 5,693 2,580
Other Operating Expenses 216,846 205,743 443,249 421,566
Total Other Expenses $ 609,260 $ 590,247 $1,200,515 $1,158,157
Income before Income Taxes $ 256,126 $ 216,812 $ 521,558 $ 468,428
Applicable Income Taxes 86,375 68,375 173,787 161,630
Net Income $ 169,751 $ 148,182 $ 347,771 $ 306,798
Per Share:
Net Income $ .68 $ .77 $ 1.80 $ 1.55
Cash Dividends $ .65 $ .60 $ .65 $ .60
See accountant's report and accompanying notes.
3
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
for the six months ended June 30, 1995 and 1994
(UNAUDITED)
JUNE 30,
1995 1994
Common Stock:
Balance - Beginning and End of Period $2,160,000 $2,160,000
Surplus:
Balance - Beginning and End of Period $1,480,000 $1,480,000
Retained Earnings:
Balance - Beginning of Period $3,460,525 $2,996,739
Net Income 347,771 306,798
Cash Dividends (125,883) (116,200)
Balance - End of Period $3,682,413 $3,187,337
Net Unrealized Gain (Loss) on Securities
Available for Sale:
Balance - Beginning of Period $ (975,394) $ 128,363
Net Change in Unrealized Gain (Loss)
on Securities Available for Sale 854,726 (494,176)
Balance - End of Period $ (120,668) $ (365,813)
Treasury Stock:
Balance - Beginning and End of Period $ (446,660) $ (446,660)
See accountant's report and accompanying notes.
5
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1995 and 1994
(UNAUDITED)
JUNE 30,
1995 1994
Cash Flows From Operating Activities:
Net Income $ 347,771 $ 306,798
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating
Activities:
Provision for (Recovery of) Loan
Losses (16,169) -
Provision for Losses on Other
Real Estate - 3,300
Provision for Depreciation and
Amortization 58,199 61,046
(Accretion) Amortization of
Securities 28,860 108,069
(Gain) Loss on Sale of Securities 22,950 (17,813)
Gain on Sale of Other Real Estate - (720)
(Increase) Decrease in Accrued
Interest Receivable (4,679) (21,905)
(Increase) Decrease in Other
Assets (34,927) 202,669
Increase (Decrease) in Accrued
Interest Payable 42,520 (1,473)
Increase (Decrease) in Other
Liabilities 73,143 33,145
Net Cash Provided by Operating
Activities $ 517,668 $ 673,116
Cash Flows From Investing Activities:
Net (Increase) Decrease in Reserve
Funds Sold $ 100,000 $ 700,000
Purchases of Securities (3,007,089) (4,041,875)
Proceeds from Maturities or Calls
of Securities 2,153,277 4,034,597
Proceeds from Sales of Securities 2,512,975 1,017,813
Net (Increase) Decrease in Loans (2,786,396) (1,440,668)
Purchases of Premises and
Equipment (77,501) (63,841)
Proceeds from Sales of Other
Real Estate 11,201 232,362
Net Cash Provided by (Used in)
Investing Activities $ (1,093,533) $ 438,388
(CONTINUED)
6
(UNAUDITED)
JUNE 30,
1995 1994
Cash Flows From Financing Activities:
Net Increase (Decrease) in Demand
Deposits, NOW Accounts and
Savings Accounts $ (176,733) $ (524,797)
Net Increase (Decrease) in Certificates
of Deposit 930,082 (1,012,970)
Cash Dividends (125,883) (116,200)
Net Cash Used in Financing
Activities $ 627,466 $ (1,653,967)
Increase (Decrease) in Cash and Due
from Banks $ 51,601 $ (542,463)
Cash and Due from Banks - Beginning of
Period 2,592,065 2,446,066
Cash and Due from Banks - End of Period $ 2,643,666 $ 1,903,603
Supplemental Disclosures of Cash Flow
Information:
Noncash Investing Activities:
Other Real Estate Acquired in
Settlement of Loans $ - $ 55,685
Increase (Decrease) in Unrealized
Gain (Loss) on Securities Available
for Sale $ 1,295,040 $ (748,751)
Increase (Decrease) in Deferred Tax
Effect on Unrealized Gain on
Securities Available for Sale $ 440,314 $ (254,575)
Cash Payments For:
Interest Paid on Deposits $ 840,578 $ 646,930
Income Tax Payments $ 102,593 $ 167,000
See accountant's report and accompanying notes.
6
Zachary Bancshares, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 1995 and 1994
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 princi-
ples which significantly affect the determination of financial posi-
tion, 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 subsid-
iary, 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 regard-
less 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, com-
puted by various methods approximating the interest method over their
contractual lives.
Securities classified as available for sale are those debt securi-
ties that the Bank intends to hold for an indefinite period of time
but not necessarily to maturity. Any decision to sell a security
classified as available for sale would be based on various factors,
including significant movements in interest rates, changes in the
maturity mix of the Bank's assets and liabilities, liquidity needs,
regulatory capital considerations, and other similar factors. Secu-
rities available for sale are carried at fair value. Unrealized
gains or losses are reported as increases or decreases in stock-
holders' 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.
7
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.
The Financial Accounting Standards Board has issued Statement No.114,
"Accounting by Creditors for Impairment of a Loan", which was
adopted by the Bank on January 1, 1995. The Statement generally re-
quires 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 effect of this statement on the
financial statements of the Bank is immaterial.
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 port-
folio. 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 man-
agement'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; expecta-
tions 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 esti-
mates. These estimates are reviewed periodically and as adjustments
become necessary, the effect of the change in estimate is charged to
operating expenses in the period incurred. All losses are charged to
the allowance for loan losses when the loss actually occurs or when
management believes that the collectibility of the principal is un-
likely. Recoveries are credited to the allowance at the time of
recovery.
Bank Premises and Equipment
Bank premises and equipment are stated at cost less accumulated
depreciation. Depreciation is provided at rates based upon estimated
8
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 capital-
ized.
Other Real Estate
Other real estate is comprised of properties acquired through fore-
closure or negotiated settlement. The carrying value of these prop-
erties is lower of cost or fair 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 liabili-
ties are recognized for taxable temporary differences. Temporary dif-
ferences 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 as-
sets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date
of enactment.
The corporation and its subsidiary file a consolidated federal
income tax return. In addition, state income tax returns are filed
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 1995
and 1994.
9
Statements of Cash Flows
For purposes of reporting cash flows, cash and due from banks in-
cludes 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 Instru-
ments." 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 equiva-
lents, securities, loans, and deposits. SFAS No. 107 must be adopted
by the Company no later than December 31, 1995.
10
Zachary Bancshares, Inc. and Subsidiary
MANAGEMENT'S DISCUSSION
June 30, 1995
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of the sig-
nificant changes in income and expenses in relation to the changes in
financial position for the six months ended June 30, 1995 and 1994.
This information should be read in conjunction with the financial stat-
ements 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.
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1995
OVER 1994
NET INCOME
Net Income for the six month period ended June 30, 1995,
as compared to the respective period of 1994 increased $40,973 or 13%.
Earning per share increased 16% to $1.80 in 1995 from $1.55 in 1994.
The Company's increased income resulted from higher net interest in-
come, a result of increased loan volume. The Company's balance sheet
increased 5.9% or $3,708,616 in the period under review.
INTEREST INCOME
Interest Income for the six month period ended June 30,
1995 was $2,317,643, a increase of $351,989 or 18% over the same period
in 1994. As the Company's earning assets have been reallocated in the
last year from lower earning securities to higher earning loans, income
increased because of loan volume and rate. The majority of the
Company's liabilities bear current market rates.
Gross loans for the six month period ended June 30, 1995, as com-
pared to the respective period in 1994 increased $8,798,531 or 39% to
$31,043,962. Loan income increased $313,313 to $1,259,058 for the six
months ended June 30, 1995 from $945,755 for the six months ended June
30, 1994. Increased loan volume is the greatest cause of the 1995
income change.
Securities and other interest bearing assets (excluding loans) as
of June 30, 1995 increased $303,811 or 1% compared to the similar time
period in 1994. Corresponding income accounts in the first six months
of 1995 increased $38,676 or 4%. Increased rate is largest single
contributing factor for the income increase.
11
INTEREST EXPENSE
Interest Bearing Liabilities increased by $492,397 from June 30,
1994 to June 30, 1995. Interest Expense in the similar time period
increased $237,641 or 37%. The Company's interest expense has in-
creased as national interest rates have rebounded from 1994 low's which
had not been experienced in decades. The Company does not expect in-
terest margins to return to the unusual 1994 time period.
PROVISION FOR LOSSES
The Company did not make a loan loss provision in 1994. The Com-
pany through June 30, 1995 had a negative loan loss provision (which
increased income) of $16,169.
OTHER INCOME
Total Other Income for the time period under consideration de-
creased $35,029. In 1994, the Company recognized $17,813 as Gain on
Sale of Securities; the corresponding account in 1995 reflected a Loss
of $22,950, resulting in a total difference of $40,763. Therefore, the
Security Gain (Loss) accounted for the category income differential.
Service Charges on Deposit Accounts and Other Operating Income remained
constant.
OTHER EXPENSES
Total Other Expenses increased $42,358 or 4%, totaling $1,200,515
in 1995. Components of Other Expenses which increased in 1995 include
Employee Benefits (insurance, salaries and retirement) $23,434 (4%) and
Other Operating Expense $21,683 or 5%.
APPLICABLE INCOME TAXES
The Company is fully taxable in both 1995 and 1994. Amounts
expensed in the referenced time periods are $173,787 and $161,630 re-
spectively.
EARNINGS PER SHARE
The Company's 1995 earning per share at June 30, 1995 increased
16% or $.25 per share from the previous year.
DIVIDENDS
The Company's cash dividend per share at June 30, 1995 increased
8.3% or $.05 per share from the previous year.
12
PART II
Item 6. EXHIBITS AND REPORTS
a. The following exhibit is filed as a part of this report.
Exhibit 15 - Report of Independent Accountants
13
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: August 08, 1995
Harry S. Morris, Jr.
President
Mark Thompson
Treasurer
14
July 28, 1995
Independent Accountant's Report
To the 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 June 30, 1995 and 1994,
and the related Consolidated Statements of Income, Changes in Stock-
holders' Equity and Cash Flows for the six month periods then ended.
These financial statements are the responsibility of the Company's
management.
We previously audited and expressed our unqualified opinion in
our report dated January 13, 1995, on the Balance Sheet of Zachary
Bancshares, Inc. and Subsidiary as of December 31, 1994.
We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants. A review
of interim financial information consists principally of 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 audit conducted 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.
15
Based on our review, we are not aware of any material modifica-
tions that should be made to the accompanying consolidated financial
statements for them to be in conformity with generally accepted ac-
counting principles.
Respectfully submitted,
16
Management's Responsibility for Financial Reporting
The management of Zachary Bancshares, Inc. is responsiblefor the
preparation of the financial statements, related financial data and
other information in this quarterly report. The financial statements
are prepared in accordance with generally accepted accounting princi-
ples and include some amounts that are necessarily based on manage-
ment's informed estimates and judgments, with consideration given to
materiality. Al financial information contained in this quarterly
report is consistent with that in the financial statements.
Management fulfills its responsibility for the integrity, objec-
tivity,consistency and fair presentation of the financial statements
and financial information through an accounting system and related
internal accounting controls that are designed to provide reasonable
assurance that assets are safeguarded and that transactions are au-
thorized and recorded in accordance with established policies and proce-
dures. The concept of reasonable assurance is based on the recogni-
tion
that the cost of a system of internal accounting controls should not
exceed the related benefits. As an integral part of the system of
internal accounting controls, Zachary Bancshares, Inc. has a profes-
sional staff who monitors compliance with and assesses the effective-
ness 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 inde
pendent public accounts to review matters relating to financial report
17
, internal accounting control and the nature, extent and results of
the audit effort. The independent public accountants have direct ac
cess to the Audit Comittee with or without management present.
The financial statements as of December 31, 1994 were examined by
Hannis T. Bourgeois & Co., L.L.P., independent public accountants, who
rendered an independent professional opinion on the financial state-
ments prepared by management. The financial statements as of June 30,
1995 have been reviewed by Hannis T. Bourgeois & Co., L.L.P. in accor-
dance with standards established by the American Institute of Certi
fied Public Accountants.
Mark Thompson, Treasur and
Chief Financial Officer
18