UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 1997 Commission file Number 01-16934 BOL BANCSHARES, INC. (Exact name of registrant as specified in its charter.) Louisiana 72-1121561 (State of incorporation) (I. R. S. Employee Identification No.) 300 St. Charles Avenue, New Orleans, La. 70130 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (504) 889-9400 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: Common Stock, $1 Par Value - 179,145 shares as of October 30, 1997. BOL BANCSHARES, INC. & SUBSIDIARY INDEX Page No. PART 1. Financial Information Item 1: Financial Statements Consolidated Statement of Condition 3 Consolidated Statements of Income 5 Consolidated Statements of Changes in Stockholder's Equity 6 Consolidated Statement of Cash Flow 7 Notes to Consolidated Financial Statements 8 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operation 12 PART II. Other Information Item 6. Exhibits and Reports on Form 8-K A. Exhibits Exhibit 27. Financial Data Schedule 23 B. Reports on Form 8-K No reports have been filed on Form 8-K during this quarter. Part I. - Financial Information BOL BANCSHARES, INC. CONSOLIDATED STATEMENT OF CONDITION (Unaudited) Sept 30 Dec. 31, Sept 30 (Amounts in thousands) 1997 1996 1996 ASSETS Cash and Due from Banks Non-Interest Bearing Balances and Cash 7,158 7,903 6,901 Interest Bearing Balances - - - Investment Securities Securities Held to Maturity (Fair Values at 9/30/97, 12/31/96, & 9/30/96 respectively 9,475 7,977 7,968 were $9,540,000, $8,017,000, and $7,976,000) Securities Available for Sale 1,088 1,083 1,077 Federal Funds Sold 17,875 14,400 11,450 Loans, Net of Unearned Income 60,158 69,298 72,280 Reserve for Possible Loan Losses (1,800) (1,500) (1,500) Property, Equipment and Leasehold Improvements (Net of Depreciation and Amortization) 2,738 2,683 2,756 Other Real Estate 1,357 1,723 1,699 Deferred Taxes 325 327 371 Letters of Credit 106 146 146 Other Assets 1,498 2,051 1,885 TOTAL ASSETS $99,978 $106,091 $105,033 <FN> See accompanying notes to Financial Statements BOL BANCSHARES, INC. CONSOLIDATED STATEMENT OF CONDITION (Continued) Sept 30 Dec. 31, Sept 30 (Amounts in thousands) 1997 1996 1996 LIABILITIES Deposits: Non-Interest Bearing 32,853 35,768 33,982 Interest Bearing 58,900 59,373 59,857 TOTAL DEPOSITS 91,753 95,141 93,839 Deferred Taxes - - - Notes Payable 492 495 497 Senior Secured Debentures 1,793 1,890 1,890 Letters of Credit Outstanding 106 146 146 Accrued Litigation Settlement 390 390 390 Other Liabilities 906 778 924 TOTAL LIABILITIES 95,440 98,840 97,686 STOCKHOLDERS' EQUITY Preferred Stock - Par Value $1 2,302,811 Shares Issued and Outstanding at 9/30/97, 12/31/96, and 9/30/96 2,303 2,303 2,303 Common Stock - Par Value $1 179,145 Shares Issued and Outstanding at 9/30/97, 12/31/96, and 9/30/96 179 179 179 Unrealized Gain on Securities Available for Sale, net of applicable Deferred Income Taxes (1) (4) (8) Capital in Excess of Par - Retired Stock 15 15 15 Undivided Profits 4,758 4,852 4,852 Current Earnings (2,716) (94) 6 TOTAL STOCKHOLDERS' EQUITY 4,538 7,251 7,347 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $99,978 $106,091 $105,033 <FN> See accompanying notes to Financial Statements BOL BANCSHARES, INC. CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three months ended Nine months ended Sept 30 Sept 30 (Amounts in thousands) 1997 1996 1997 1996 INTEREST INCOME Interest and Fees on Loans 2,118 2,848 6,740 8,567 Interest on Time Deposits - - - - Interest on Security - HTM 143 111 399 347 Interest & Dividends on Security -AFS 13 13 38 42 Interest on Federal Funds Sold 252 130 723 389 Other Interest Income - - - - Total Interest Income 2,526 3,104 7,900 9,345 INTEREST EXPENSE Interest on Deposits 478 485 1,421 1,477 Interest on Federal Funds Purchased - - - - Other Interest Expense 10 1 31 5 Interest Expense on Notes Payable 3 14 8 40 Interest Expense on Debentures 43 42 128 128 Total Interest Expense 534 542 1,588 1,650 NET INTEREST INCOME 1,992 2,562 6,312 7,695 Provision for Loan Losses 1,235 627 2,997 1,459 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 757 1,935 3,315 6,236 OTHER INCOME Service Charges on Deposit Accounts 344 353 1,003 1,079 Cardholder & Other Credit Card Income 157 162 470 498 ORE Income 28 5 70 24 Other Operating Income 184 56 416 202 Gain on Sale of Securities 16 - 16 - Total Other Income 729 576 1,975 1,803 OTHER EXPENSE Salaries and Employee Benefits 982 1,065 3,031 3,131 Occupancy Expense 496 503 1,427 1,372 Loan & Credit Card Expense 232 298 841 893 ORE Expense 75 59 254 194 Other Operating Expense 1,029 909 2,453 2,362 Total Other Expenses 2,814 2,834 8,006 7,952 Income Before Tax Provision (1,328) (323) (2,716) 87 Provision (Benefit) For Income Taxes - (104) - 81 NET INCOME (1,328) (219) (2,716) 6 Earnings Per Share of Common Stock ($7.42) ($1.22) ($15.17) $0.03 <FN> See accompanying notes to Financial Statements BOL BANCSHARES, INC. CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (Unaudited) UNREALIZED (Amounts in GAIN(LOSS) CAPITAL IN thousands) ON INVESTMENT EXCESS OF SECURITIES PAR PREFERRED COMMON AVAILABLE RETIRED RETAINED STOCK STOCK FOR SALE STOCK EARNINGS TOTAL Balance December 31, 2,303 179 19 15 4,852 7,368 1995 Change in unrealized gain on securities AFS, net of applicable deferred income taxes (27) (27) Net Income 6 6 Balance - Sept 30, 2,303 179 (8) 15 4,858 $7,347 1996 Balance December 31, 2,303 179 (4) 15 4,758 7,251 1996 Change in unrealized gain on securities AFS, net of applicable deferred income taxes 3 3 Net Income (Loss) (2,716) (2,716) Balance - Sept 30, 2,303 179 (1) 15 2,042 $4,538 1997 BOL BANCSHARES, INC. STATEMENTS OF CASH FLOWS (Unaudited) For The Nine Months Ended Sept 30 (Amounts in thousands) 1997 1996 OPERATING ACTIVITIES Net Income (Loss) (2,716) 6 Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities: Provision for Loan Losses 780 1,459 Depreciation and Amortization Expense 301 261 Amortization of Investment Security Premiums - (42) Accretion of Investment Security Discounts 8 2 (Decrease)Increase in Deferred Income Taxes 2 (374) (Gain) Loss on Sale of Property and Equipment - 2 (Gain) Loss on Sale of Other Real Estate (40) 3 Decrease(Increase) in Other Assets & Prepaid Taxes 551 (237) (Decrease)Increase in Other Liabilities and 130 (310) Accrued Interest Net Decrease(Increase) in Mortgage Loans Held for (64) 159 Resale Net Cash Provided by (Used in) Operating Activities (1,048) 929 INVESTING ACTIVITIES Proceeds from Sale of Available-for-Sale 0 7 Securities Purchases of Available-for-Sale Securities - (1,000) Proceeds from Available-for-Sale Securities Released at Maturity - 978 Proceeds from Held-to-Maturity Investment Securities Released at Maturity 2,975 7,558 Purchases of Held-to-Maturity Investment (4,480) (5,453) Securities Proceeds from Sale of Property and Equipment 1 3 Purchases of Property and Equipment (357) (449) Proceeds from Sale of Other Real Estate 528 293 Purchases of Other Real Estate (124) (3) Net Decrease (Increase) in Loans 8,723 1,612 Net Cash Provided by (Used in) Investing Activities 7,266 3,546 FINANCING ACTIVITIES Net Increase (Decrease) in Demand Deposits, Interest Bearing Deposits, Savings Accounts, and CD's (3,388) (3,532) Proceeds from Issuance of Long-Term Debt - - Retirement of Stock - - Principal Payments on Long Term Debt (100) (3) Net Cash Provided by (Used in) Financing Activities (3,488) (3,535) Net Increase (Decrease) in Cash and Cash 2,730 940 Equivalents Cash and Cash Equivalents at Beginning of Year 22,303 17,411 Cash and Cash Equivalents at End of Period 25,033 $18,351 <FN> See accompanying notes to Financial Statements BOL BANCSHARES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 1997 Note 1. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 1997, are not necessarily indicative of the results that may be expected for the year ending December 31, 1997. For further information, refer to the audited consolidated financial statements and notes included in the Registrant's annual report on Form 10-K for the year ended December 31, 1996. Note 2 PER SHARE DATA Income per common share data are based on the weighted average number of shares outstanding of 179,145 and 179,145 at September 30, 1997 and 1996 respectively. Note 3. CONTINGENCIES Because of the nature of the banking industry in general, the Company and the Bank are each parties from time to time to litigation and other proceedings in the ordinary course of business, none of which (other than those described below), either individually or in the aggregate, have a material effect on the Company's and/or the Bank's financial condition. Other than the lawsuits described below, the Company has either (i) posted reserves adequate to pay any judgments that may be rendered against the Company and such posting is reflected in the Company's consolidated financial statements for the period ending December 31, 1996, or (ii) believes the lawsuit is without sufficient merit or monetary exposure to require the posting of a reserve. The Company has not provided a judicial interest that may be awarded on a judgment pending the conclusion of the appeals procedure. Indeed, should the Company be successful in any of those lawsuits in which it has posted reserves, recoveries would be realized and the Company's consolidated net income would be positively impacted. The following actions, however, have been brought against the Company and, if the claimants were wholly successful on the merits, could result in significant exposure to the Bank: 1. The Company is a defendant in a lawsuit filed by a proprietary merchant alleging that the Company mishandled the Plaintiff's proprietary credit card portfolio. The Plaintiff seeks to recover in excess of $1,800,000. The Bankruptcy Court has established an escrow account, in which $270,404 was on deposit as of October 31, 1996, for the protection of the Company. This amount would significantly reduce any losses incurred by the Company in the event the Plaintiff is wholly successful on the merits. The court has ruled in favor of the Plaintiff. The Company plans to appeal. Expected Results: Outside counsel advises the Company will be able to fully recover all of its losses in this matter through the appeals process. 2. The Company is a defendant in a lawsuit filed by another bank alleging the Company improperly dishonored checks totaling $979,000. The Company claims that such checks were properly returned nonsufficient funds. When these checks were returned to the Plaintiff, of the $979,000, one check for $110,000 was misplaced by the FRB and therefore returned late to the Plaintiff. The Company was forced to cover the amount of the check. The Company filed a countersuit against the Plaintiffs for contribution on the $110,000 loss and for tortious interference. The Plaintiff filed exceptions to the countersuit. These exceptions were heard in the district court and the Company's right to contribution was maintained, however the Company's suit for tortious interference was dismissed. On appeal, the appellate court sustained the Company's right to contribution and overruled the lower court's decision on tortious interference, finding that the Company could maintain such a cause of action. The Louisiana Supreme Court denied writs filed by the Plaintiff. The case is currently awaiting trial. The Company is vigorously defending all claims asserted in this suit. Expected Results: Outside counsel advises that the Company will not pay any damages in this matter and the likelihood is reasonably high that the Company will obtain some recovery from the Plaintiff. 3. On February 10, 1997 a lawsuit was filed by a proprietary merchant alleging that the Company wrongfully debited the Plaintiff's Reserve account which is held for losses. The Plaintiff is seeking $2,000,000 in damages. On February 10, 1997, the same day, the Bank filed suit, based on the fact that the proprietor was withholding payments which belonged to the Bank. The Company intends to continue to defend vigorously the claims asserted in the suit. Expected Results: Outside counsel advises that the Plaintiff will not prevail at all against the Company and that the Company will be able to fully recover all of its losses, including attorney fees in this matter. Note 4. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate the value: CASH AND SHORT-TERM INVESTMENTS For cash, the carrying amount approximates fair value. For short-term investments, fair values are calculated based upon general investment market interest rates for similar maturity investments. INVESTMENT SECURITIES For securities and marketable equity securities held-for-investment purposes, fair values are based on quoted market prices. LOAN RECEIVABLES For certain homogeneous categories of loans, such as residential mortgages, credit card receivables and other consumer loans, fair value is estimated using the current U.S. Treasury interest rate curve, a factor for cost of processing and a factor for historical credit risk to determine the discount rate. DEPOSIT LIABILITIES The fair value of demand deposits, savings deposits and certain money market deposits are calculated based upon general investment market interest rates for investments with similar maturities. The value of fixed maturity certificates deposit is estimated using the U.S. Treasury interest rate curve currently offered for deposits of similar remaining maturities. COMMITMENTS TO EXTEND CREDIT The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. The estimated fair values of the Bank's financial instruments are as follows: SEPT 30, 1997 Carrying Fair (Amounts in thousands) Amount Value Financial Assets: Cash and Short-Term Investments $25,033 $25,033 Investment Securities 10,563 10,628 Loans 60,158 60,107 Less: Allowance for Loan Losses 1,800 1,800 $93,954 $93,968 Financial Liabilities: Deposits $92,336 $92,344 Unrecognized Financial Instruments: Commitments to Extend Credit $606 $606 Commercial Lines of Credit 106 106 Credit Card Arrangements 59,103 59,103 $59,815 $59,815 QUARTERLY CONSOLIDATED SUMMARY OF INCOME AND SELECTED FINANCIAL DATA Three Months Ended Nine Months Ended (Amounts in thousands, Sept 30 June 30 Sept 30 Sept 30 Sept 30 except per share data) 1997 1997 1996 1997 1996 Interest Income 2,526 $2,621 $3,103 7,900 $9,345 Interest Expense 534 528 542 1,588 1,650 Net Interest Income 1,992 2,093 2,561 6,312 7,695 Provision for Loan 1,235 983 627 2,997 1,459 Losses Net Interest Income 757 1,110 1,934 3,315 6,236 after Provision Noninterest Income: Noninterest Income 729 620 577 1,975 1,803 Securities Gains - - - - - Noninterest Income 729 620 577 1,975 1,803 Noninterest Expense 2,814 2,617 2,834 8,006 7,952 Income before Taxes (1,328) (887) (323) (2,716) 87 Income Tax Expense - - (104) - 81 (Benefit) Net Income (Loss) ($1,328) ($887) ($219) ($2,716) $6 Income per Common Share ($7.42) ($4.96) ($1.22) ($15.17) $0.03 Average Common Shares 179 179 179 179 179 Outstanding Selected Quarter-End Balances Loans $60,158 $62,070 $72,280 Deposits 91,753 91,985 93,839 Long-Term Debt 2,285 2,381 2,386 Stockholders' Equity 4,538 5,865 7,347 Total Assets 99,978 101,752 105,033 Selected Average Balances Loans $61,150 $62,378 $73,346 $62,801 $74,358 Deposits 90,778 92,296 92,495 91,880 93,393 Long-Term Debt 2,285 2,381 2,387 2,350 2,388 Stockholders' Equity 4,934 6,137 7,276 6,032 7,444 Total Assets 99,482 102,257 103,760 101,658 104,727 Selected Ratios Return on Average Assets -1.33% -0.87% -0.21% -2.67% 0.01% Return on Average Equity -26.90% -14.45% -3.01% -45.02% 0.08% Tier 1 Risk-Based 10.44% 11.85% 12.07% Capital Total Risk-Based Capital 11.71% 13.12% 13.33% Leverage 6.47% 7.56% 8.82% BOL BANCSHARES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS September 30, 1997 Management's Discussion presents a review of the major factors and trends affecting the performance of BOL BANCSHARES, INC. (the "Company") and its bank subsidiary (the Bank) and should be read in conjunction with the accompanying consolidated financial statements, notes and tables. FINANCIAL CONDITION: EARNING ASSETS Interest earning assets averaged $89,850,000 in the third quarter of 1997, a $3,808,000 decrease from the third quarter of 1996 average of $93,658,000. Compared to the third quarter of 1996, average loans decreased $13,208,000 (17.76%) while average investment securities increased $1,104,000 (11.68%), and average federal funds sold increased $8,296,000 (84.25%). Table 1 presents the Company's loan portfolio by major classifications. Total loans decreased $12,122,000 (16.77%)over the third quarter of 1996. This decrease is mainly attributable to the decline in the credit card portfolio. Visa / MasterCard loans decreased $4,035,000 (15.96%) and Proprietary loans decreased $10,249,000 (73.96%) due to the loss of several proprietary accounts. TABLE 1. MAJOR CLASSIFICATION OF LOAN PORTFOLIO Sept 30, June 30, 1997 Sept 30, 1996 1997 (Amounts in Loans % Loans % Loans % thousands) Commercial, 6,883 11.44% 6,044 9.74% 5,494 7.60% Financial, & Agricultural Real Estate-Mortgage 24,357 40.49% 23,575 37.98% 23,065 31.91% Mortgage Loan Held 63 0.10% - 0.00% 97 0.13% for Resale Personal Loans 3,807 6.33% 4,133 6.66% 4,332 5.99% Credit Cards-Visa, 21,253 35.33% 22,767 36.68% 25,288 34.99% MasterCard Credit Cards- 3,609 6.00% 5,312 8.56% 13,858 19.17% Proprietary Overdrafts 186 0.31% 239 0.39% 146 0.20% Loans 60,158 100.00% $62,070 100.00% $72,280 100.00% Securities Held to Maturity. Average securities held to maturity increased $1,126,000 (13.49%) from the third quarter of 1996. Securities held to maturity are carried as cost, adjusted for amortization of premium and accretion of discounts using methods approximating the interest method. Securities Available for Sale. Average securities available for sale decreased $21,000 (1.93%) from the third quarter of 1996. Securities available for sale are carried at fair value. Short Term Investments. Average federal funds sold increased $8,296,000 (84.25%) up from the third quarter of 1996. This increase is mainly due to the decrease in the aforementioned credit card portfolio. ASSET QUALITY Table 2 presents a summary of nonperforming assets for the past five quarters. Nonperforming assets consist of nonaccrual and restructured loans and ORE. Nonaccrual loans are loans on which the interest accruals have been discontinued when it appears that future collection of principal or interest according to the contractual terms may be doubtful. Interest on these loans is reported on the cash basis as received when the full recovery of principal is anticipated or after full principal has been recovered when collection of interest is in question. The loan process ensures that all loans which meet the criteria for nonaccrual status are placed on nonaccrual. Restructured loans are those loans whose terms have been modified, because of economic or legal reasons related to the debtors' financial difficulties, to provide for a reduction in principal, change in terms, or fixing of interest rates at below market levels. ORE is real property acquired by foreclosure or directly by title or deed transfer in settlement of debt. Nonperforming assets, totaled $1,567,000 at Sept. 30, 1997 as compared to $2,015,000 at Sept. 30, 1996. Other real estate totaled $1,357,000 at Sept. 30, 1997 as compared to $1,699,000 at Sept. 30, 1996. Table 2. NONPERFORMING ASSETS (Amounts in 09/30/97 06/30/97 03/31/97 12/31/96 09/31/96 thousands) Nonaccrual Loans 210 425 313 316 316 Restructured Loans - - - - - Other Real Estate Owned 1,357 1,494 1,776 1,723 1,699 Total Nonperforming Assets $1,567 $1,919 $2,089 $2,039 $2,015 Loans Past Due 90 1,501 1,874 3,745 2,295 1,754 days or more Ratio of Past Due 2.50% 3.02% 5.81% 3.31% 2.43% Loans to Loans Ratio of Nonperforming Assets to Loans and Other Real 2.55% 3.02% 3.15% 2.87% 2.72% Estate Owned Management is not aware of any potential problem loans other than those disclosed in the table above, which includes all loans recommended for classification by regulators, which would have a material impact on asset quality. IMPAIRED LOANS The Financial Accounting Standards Board (FASB) issued SFAS No. 114, "Accounting by Creditors for Impairment of a Loan" in May, 1993. In October, 1994, the FASB issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures" which amends SFAS No. 114. These standards require the measurement of certain impaired loans based on the present value of expected future cash flows discounted at the loan's effective interest rates. Adoption of SFAS Nos. 114 and 118 is required for fiscal years beginning after December 15, 1994. The Bank adopted these statements beginning January 1, 1995; the adoption had no material impact on the Company's consolidated financial statements. A loan is considered potentially impaired if: a) it is probable that the Bank will be unable to collect all amounts due (principal and interest) according to the terms of the loan agreement; b) A loan's original contractual terms have been modified because of the collect concerns. Impairment assessment is based on the present value of expected future cash flows related to the particular loan. The Bank discounts expected net future cash flows or the underlying collateral of a loan to determine the appropriate loss allowance for the loan. For impaired loans that have risk characteristics in common with other impaired loans, the Bank aggregates those loans and uses historical statistics, such as average recovery period and average amount recovered, along with a composite effective interest rate as a means of measuring the impaired loans. If the measure of the impaired loan is less than the recorded investment in the loan, including accrued interest, net deferred loan fees or costs, and unamortized premium or discount, the Bank recognized the impairment. The term recorded investment in the loan is distinguished from net carrying amount of the loan because the latter term is net of a valuation allowance, while the former term is not. The recorded investment in the loan does, however, reflect any direct write-down of the investment. When the bank recognizes the impairment, we create a valuation allowance with a corresponding charge to bad-debt expense or adjust an existing valuation allowance for the impaired loan with a corresponding charge or credit to bad debt expense. As of September 30, 1997, the Bank did not have any impaired loans. WATCH LIST The Bank's watch list includes loans which, for management purposes, have been identified as requiring a higher level of monitoring due to risk. The Bank's watch list includes both performing and nonperforming loans. The majority of watch list loans are classified as performing, because they do not have characteristics resulting in uncertainty about the borrower's ability to repay principal and interest in accordance with the original terms of the loans. The watch list consists of classifications, identified as Type 1 through Type 4. Types 1, 2 and 3 generally parallel the regulatory classifications of loss, doubtful and substandard, respectively. Type 4 generally parallels the regulatory classification of Other Assets Especially Mentioned (OAEM). These loans require monitoring due to conditions which, if not corrected, could increase credit risk. Total watch list loans decreased 1.72% to $4,188,000 at Sept. 30, 1997 from $4,262,000 at Sept. 30, 1996. RESERVE AND PROVISION FOR POSSIBLE LOAN LOSSES Table 3 presents an analysis of the activity in the reserve for possible loan losses for the three month and nine month period ending Sept 30, 1997 and 1996. The reserve for loan losses as a percentage of loans increased from 2.08% at Sept. 30, 1996 to 2.99% at Sept. 30, 1997. The net charge-off (recoveries) as a percentage of average loans increased from 1.92% at Sept. 30, 1996 to 4.29% at Sept. 30, 1997. Total loans charged off at Sept. 30, 1997 of $3,320,000 increased $1,268,000 from Sept. 30, 1996 of $2,052,000 due to an FDIC requirement to charge off an additional $300,000 to operations to bring the allowance for loan losses up to $1,800,000, the change in methodology of credit card charge-offs from 240 days delinquent to 180 days delinquent, and the loss of several proprietary reserve accounts which was used to offset the proprietary charge-offs. The allowance for loan losses is established through a provision for loan losses charged to expenses. Management's policy is to maintain the allowance for possible loan losses at a level sufficient to absorb losses inherent in the loan portfolio. The allowance is increased by the provision for loan losses and decreased by charge-offs, net of recoveries. Management's evaluation process to determine potential losses includes consideration of the industry, specific conditions of individual borrowers, historical loan loss experience and the general economic environment. As these factors change, the level of loan loss provision changes. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Accrual of interest is discontinued and accrued interest is charged off on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrower's financial condition is such that collection of interest is doubtful. Ultimate losses may vary from the current estimates. These estimates are reviewed periodically and, as adjustments become necessary, they are reflected in current operations. TABLE 3 - RESERVE FOR POSSIBLE LOAN LOSSES ACTIVITY Three Months Ended Nine Months Ended Sept 30, Sept 30, Sept 30, Sept 30, (Amounts in thousands) 1997 1996 1997 1996 Balance at beginning of 1,500 $1,502 1,500 $1,500 period Loans charged off (1,131) (905) (3,320) (2,052) Recoveries 196 276 623 593 Net (charge-offs) recoveries (935) (629) (2,697) (1,459) Provision for loan losses 1,235 627 2,997 1,459 Balance at end of period $1,800 $1,500 $1,800 $1,500 Reserve for possible loan losses as a percentage of loans 2.99% 2.08% 2.99% 2.08% Net (charge-offs) recoveries as a percentage of average loans 1.53% 0.83% 4.29% 1.92% FUNDING SOURCES: DEPOSITS Deposits. Average deposits totaled $90,778,000 in the third quarter of 1997, a decrease of $3,615,000 (2.80%) from $93,393,000 in the third quarter of 1996. Average core deposits were $89,373,000 for the third quarter of 1997 down from $92,213,000 in the third quarter of 1996. Table 4 presents the composition of average deposits for the three quarters ending Sept. 30, 1997, June 30, 1997 and Sept. 30, 1996. TABLE 4. DEPOSIT COMPOSITION For The Three Months Ended Sept 30, Jun 30, Sept 30, 1997 1997 1996 Average % of Average % of Average % of (Amounts in Balances Deposits Balances Deposits Balances Deposits thousands) Demand, Noninterest- $32,708 36.03% $33,875 36.63% $33,106 35.45% Bearing NOW Accounts 11,899 13.11% 11,524 12.46% 12,187 13.05% Money Market Deposit 6,149 6.77% 6,171 6.67% 7,435 7.96% Accounts Savings Accounts 26,586 29.29% 28,275 30.57% 25,317 27.11% Other Time Deposits 12,031 13.25% 11,204 12.11% 14,168 15.17% Total Core Deposits 89,373 98.45% 91,049 98.44% 92,213 98.74% Certificates of Deposit of $100,000 or more 1,405 1.55% 1,439 1.56% 1,180 1.26% Total Deposits 90,778 100.00% $92,488 100.00% $93,393 100.00% BORROWINGS The Company's long-term debt is comprised primarily of debentures which are secured by 23.83 shares of the Subsidiary Bank's stock. The Bank has no long-term debt. It is the Bank's policy to manage its liquidity so that there is no need to make unplanned sales of assets or to borrow funds under emergency conditions. The Bank maintains a Federal Funds line of credit in the amount of $600,000 with a correspondent bank and also has a commitment from an upstream correspondent which will increase our Federal Funds line of credit over and above the normal amount by pledging unused securities. INTEREST RATE SENSITIVITY The Bank has established, as bank policy, an asset/liability management system that protects Bank profits from undue exposure to interest rate risks. The major elements used to manage interest rate risk include the mix of fixed and variable rate assets and liabilities and the maturity pattern of assets and liabilities. It is the Company's policy not to invest in derivatives in the ordinary course of business. The Company performs a monthly review of assets and liabilities that reprice and the time bands within which the repricing occurs. Balances are reported in the time band that corresponds to the instrument's next repricing date or contractual maturity, whichever occurs first. Through such analysis, the Company monitors and manages its interest sensitivity gap to minimize the effects of changing interest rates. GAP & INTEREST MARGIN SPREAD By Bank policy we limit the Bank's earnings exposure due to interest rate risk by setting limits on positive and negative gaps within the next 12 months. These limits are set so that this year's profits will not be unduly impacted no matter what happens to interest rates during the year. In addition, we extend the scenarios out five years to monitor the risks associated on a longer term. RESULTS OF OPERATIONS: NET INTEREST INCOME Net interest income, the difference between interest income and interest expense, is a significant component of the performance of a banking organization. Data used in the analysis of net interest income are derived from the daily average levels of earnings assets and interest bearing deposits as well as from the related income and expense. Net interest income is not developed on a taxable equivalent basis because the level of tax exempt income is not material. The primary factors that affect net interest income are the changes in volume and mix of earning assets and interest-bearing liabilities, along with the change in market rates. Net interest income for the third quarter of 1997 decreased $1,384,000 over the same period last year, and decreased $570,000 from the first nine months of 1996. The net interest income margin decreased to 2.22% for the third quarter of 1997 from 2.77% for the third quarter of 1996. The net interest income margin decreased to 6.96% for the nine months of 1997 from 8.22% for the same period last year. The decline of the net interest income is attributable to the decline in the credit card portfolio. CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES THIRD QUARTER 1997 THIRD QUARTER 1996 Average Average (Amounts in thousands) Balance Interest Rate Balance Interest Rate ASSETS INTEREST-EARNING ASSETS: Loans, net of Unearned Income(1)(2) Taxable 61,150 2,118 3.46% 73,346 2,848 3.88% Tax-exempt - - Investment Securities Taxable 10,558 155 1.47% 9,155 126 1.38% Tax-exempt - - Interest-Bearing Deposits - - Federal Funds Sold 18,142 253 1.40% 9,969 130 1.30% Total Interest-Earning 89,850 2,526 2.81% 92,470 3,104 3.36% Assets Cash and Due from Banks 5,047 5,657 Allowance for Loan Losses (1,649) (1,453) Premises and Equipment 2,776 2,689 Other Real Estate 1,395 1,699 Other Assets 2,063 2,698 TOTAL ASSETS 99,482 $103,760 LIABILITIES AND SHAREHOLDERS' EQUITY INTEREST-BEARING LIABILITIES: Deposits: Demand Deposits 18,048 102 0.57% 19,952 117 0.59% Savings Deposits 26,586 206 0.78% 25,495 187 0.73% Time Deposits 13,436 170 1.26% 14,157 181 1.28% Total Interest-Bearing 58,070 478 0.82% 59,604 485 0.81% Deposits Federal Funds Purchased Securities Sold under Agreements to Repurchase Other Short-Term Borrowings - - Long-Term Debt 2,285 56 2.44% 2,387 57 2.39% Total Int-Bearing 60,355 534 0.88% 61,991 542 0.87% Liabilities Noninterest-Bearing 32,708 32,891 Deposits Other Liabilities 1,485 1,602 Shareholders' Equity 4,934 7,276 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 99,482 $103,760 Net Interest Income/Spread 1.93% 2.48% Net Interest Margin 2.22% 2.77% <FN> (1) Fee income relating to loans of $88,000 at Sept. 30, 1997, and $99,000 at Sept. 30, 1996 is included in interest income. (2) Nonaccrual loans are included in average balances and income on such loans, if recognized, is recognized on the cash basis. (3) Interest income does not include the effects of taxable-equivalent adjustments using a federal tax rate of 34%. CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS AND RATES Nine Months Ended 9/97 Nine Months Ended 9/96 Average Average (Dollars in Thousands) Balance Interest Rate Balance Interest Rate ASSETS INTEREST-EARNING ASSETS: Loans, net of Unearned Income(1)(2) Taxable 62,801 6,740 3.88% 74,358 8,567 11.52% Tax-exempt - - Investment Securities Taxable 10,115 437 1.38% 9,454 389 4.11% Tax-exempt - - Interest-Bearing Deposits - - Federal Funds Sold 17,745 723 1.30% 9,846 389 3.95% Total Interest-Earning 90,661 7,900 8.71% 93,658 9,345 9.98% Assets Cash and Due from Banks 5,275 5,895 Allowance for Loan Losses (1,533) (1,402) Premises and Equipment 2,693 2,632 Other Real Estate 1,565 1,861 Other Assets 2,997 2,083 TOTAL ASSETS 101,658 104,727 LIABILITIES AND SHAREHOLDERS' EQUITY INTEREST-BEARING LIABILITIES: Deposits: Demand Deposits 18,035 299 0.59% 19,622 330 1.68% Savings Deposits 27,288 628 0.73% 25,705 575 2.24% Time Deposits 13,182 494 1.28% 14,960 572 3.82% Total Interest-Bearing 58,505 1,421 2.43% 60,287 1,477 2.45% Deposits Federal Funds Purchased Securities Sold under Agreements to Repurchase Other Short-Term Borrowings - - Long-Term Debt 2,350 167 2.39% 2,388 173 7.24% Total Int-Bearing 60,855 1,588 2.61% 62,675 1,650 2.63% Liabilities Noninterest-Bearing 33,375 33,106 Deposits Other Liabilities 1,396 1,502 Shareholders' Equity 6,032 7,444 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 101,658 104,727 Net Interest Income/Spread 6.10% 7.35% Net Interest Margin 6.96% 8.22% <FN> (1) Fee income relating to loans of $198,000 at Sept. 30, 1997, and $231,000 at Sept. 30, 1996 is included in interest income. (2) Nonaccrual loans are included in average balances and income on such loans, if recognized, is recognized on the cash basis. (3) Interest income does not include the effects of taxable-equivalent adjustments using a federal tax rate of 34%. Rate/Volume Analysis Sept 1997 Compared to Sept 1996 Variance Attributed to (1) Net (Amounts in thousands) Volume Rate Change Net Loans: Taxable (11,557) -7.64% (1,827) Tax-exempt(2) - 0.00% - Investment Securities - 0.00% - Taxable 661 -2.74% 48 Tax-exempt(2) - 0.00% - Interest-Bearing Deposits - 0.00% - Federal Funds Sold 7,899 -2.65% 334 Total Interest-Earning Assets (2,997) -13.02% (1,445) Deposits: Demand Deposits (1,587) -1.10% (31) Savings Deposits 1,583 -1.50% 53 Time Deposits (1,778) -2.55% (78) Total Interest-Bearing (1,782) -0.02% (56) Deposits Federal Funds Purchased - 0.00% - Securities Sold under - 0.00% - Agreements to Repurchase Other Short-Term Borrowings - 0.00% - Long-Term Debt (38) -4.86% (6) Total Interest-Bearing (1,820) -10.02% (118) Liabilities <FN> (1) The change in interest due to both rate and volume has been allocated to the components in proportion to the relationship of the dollar amounts of the change in each. (2) Reflects fully taxable equivalent adjustments using a federal tax rate of 34%. NONINTEREST INCOME AND EXPENSE The amount of noninterest income and noninterest expenses of a banking organization relate closely to the size of the total assets and deposits and the number of deposit accounts. The amount of noninterest expense represents the cost of operating the banking organization. The major components of noninterest income are service charges related to deposit accounts, cardholder and other credit card fees, Ore income, gain on sale of ORE and other noninterest income. Noninterest income for the third quarter of 1997 increased $157,000 or 8.68% from the same period last year. Table 5 presents noninterest income for the three months and nine months ended Sept. 30, 1997 and 1996. TABLE 5. NONINTEREST INCOME Three Months Ended Nine Months Ended Sept 30, Sept 30, Increase Sept 30, Sept 30, Increase (Amounts in 1997 1996 (Decrease) 1997 1996 (Decrease) thousands) Service Charges $160 $162 ($2) $463 $485 ($22) NSF Charges 185 191 (6) 540 594 (54) Gain on Sale of - - - - - - Securities Cardholder & Other 95 107 (12) 287 327 (40) Credit Card Income Membership Fees 62 55 7 183 171 12 Other Comm & Fees 25 26 (1) 74 76 (2) ORE Income 2 5 (3) 9 17 (8) Gain on Sale of ORE 26 0 26 61 7 54 Other Income 158 30 128 343 126 217 Total Non-Interest $713 $576 $137 $1,960 $1,803 $157 Income NONINTEREST EXPENSE The major components of noninterest expense represents the cost of operating the banking organization. Noninterest expense for the third quarter of 1997 increased $54,000 or .68% from the same period last year. Table 6 presents the activity for the three months and nine months ended Sept. 30, 1997 and 1996. TABLE 6. NONINTEREST EXPENSE Three Months Ended Nine Months Ended Sept 30, Sept 30, Increase Sept 30, Sept 30, Increase (Amounts in 1997 1996 (Decrease) 1997 1996 (Decrease) thousands) Salaries & Benefits $982 $1,065 ($83) $3,031 $3,131 ($100) Loss on Litigation - - - - - - Occupancy Expense 496 504 (8) 1,427 1,372 55 Advertising Expense 35 70 (35) 118 229 (111) Communications 60 106 (46) 228 283 (55) Postage 99 172 (73) 362 455 (93) Loan & Credit Card 232 298 (66) 841 893 (52) Expense Professional Fees 75 85 (10) 194 263 (69) Legal Fees 112 80 32 411 205 206 Insurance & 23 21 2 73 71 2 Assessments Stationery, Forms & 92 119 (27) 295 348 (53) Supply ORE Expenses 75 60 15 254 194 60 Other Operating 533 248 285 771 508 263 Expense Total Non-Interest $2,814 $2,828 ($14) $8,005 $7,952 $53 Expense INCOME TAXES The Company did not record a provision for income taxes for the third quarter of 1997. A tax benefit of $104,000 was recorded for the third quarter of 1996. CAPITAL The Bank is required to maintain minimum amounts of capital to total "risk weighted" assets, as defined by banking regulators. Table 7 presents these ratios for the most recent five quarters. TABLE 7. QUARTERLY SELECTED CAPITAL RATIOS Sept 30, June 30, March 31, Dec. 31, Sept. 30, 1997 1997 1997 1996 1996 Risk-Based Capital Tier 1 Risk-Based 10.44% 11.85% 12.16% 12.32% 12.07% Capital Ratio Total Risk-Based 11.71% 13.12% 13.42% 13.58% 13.33% Capital Ratio Leverage 6.47% 7.56% 8.32% 8.60% 8.82% LIQUIDITY The purpose of liquidity management is to ensure that there is sufficient cash flow to satisfy demands for credit, deposit withdrawals, and other corporate needs. Traditional sources of liquidity include asset maturities and growth in core deposits. The Company has maintained adequate liquidity through cash flow from operating activities and financing activities to fund loan growth, and anticipates that this will continue even if the Company expands. Liquidity and capital resources are discussed weekly by the management committee, the assets and liability committee and at the monthly executive committee meeting. Bank of Louisiana maintains adequate capital to meet its needs in the foreseeable future. The liquidity ratio for the Bank was 39.95% at Sept. 30, 1997, 38.09% at June 30, 1997, and 30.07% at Sept. 30, 1996. Measuring liquidity and capital on a weekly basis enables management to constantly monitor loan growth, and shifting customer preferences. The committee's in-depth reviews of current, projected, and worse case scenarios through various reports ensures the availability of funds and capital adequacy. The Bank intends on increasing capital by implementing an extensive marketing program and evaluating all pricing fees and investing in proprietary accounts which will maximize the highest yield possible and thereby improve earnings. There are no known trends, events, regulatory authority recommendations, or uncertainties that the Company is aware of that will have or that are likely to have a material adverse effect on the Company's liquidity, capital resources, or operations. PART II - OTHER INFORMATION Item #6 Exhibits and Reports on Form 8-K A. Exhibits Exhibit 27. Financial Data Schedule B. Reports on Form 8-K No reports have been filed on Form 8-K during this quarter. BOL BANCSHARES, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized to sign on behalf of the registrant. BOL BANCSHARES, INC. (Registrant) November 12, 1997 /s/ Peggy L. Schaefer Date Peggy L. Schaefer, Treasurer