1 EXHIBIT 13.1 [AMERICAN BANCORP, INC. LOGO] - -------------------------------------------------------------------------------- 2000 ANNUAL REPORT AMERICAN BANCORP, INC. POST OFFICE BOX 1579 OPELOUSAS, LOUISIANA 70570 2 NATURE OF BUSINESS American Bancorp, Inc. is a one-bank holding company whose sole subsidiary is American Bank and Trust Company, a commercial bank whose general business is that of providing banking services to the Opelousas, Louisiana area. The Bank serves the needs of the area through 44 employees at six banking locations. The main office is located at the corner of Landry Street and Union Street in Opelousas. Branch banking-offices are located in the parish of St. Landry in the communities of Lawtell, Krotz Springs, Port Barre and an office on Creswell Lane in South Opelousas. In addition, the Bank has a branch located on Moss Street, in Lafayette, Louisiana. MARKET PRICE AND DIVIDENDS DECLARED DIVIDENDS YEAR QUARTER HIGH LOW PER SHARE - ---- ------- ---- --- --------- 2000 First $61 $61 $ -- Second 62 62 -- Third 64 64 -- Fourth 68 30 1.70 1999 First $60 $60 $ -- Second 61 61 -- Third 61 61 -- Fourth 62 62 1.45 Note: The primary market area for American Bancorp, Inc.'s common stock is the Opelousas, Louisiana area with American Bank and Trust Company acting as registrar and transfer agent. There were approximately 514 shareholders of record at December 31, 2000. Source of market price - American Bank & Trust Company acts as the transfer agent for the Company. The stock is thinly traded and the price ranges are based on stated sales price to the transfer agent, which does not represent all sales. ANNUAL SHAREHOLDERS' MEETING The annual meeting of the shareholders of American Bancorp, Inc. will be held on April 11, 2001 in the Board of Directors Room at the Operations Center located at 321 East Landry Street, Opelousas, Louisiana. FORM 10-K ANNUAL REPORT American Bancorp, Inc. files an annual report with the Securities and Exchange Commission on Form 10-K. A copy of the report filed on Form 10-K will be sent free of charge to any shareholder by writing to: Ronald J. Lashute, Chief Executive Officer and Executive Vice-President, American Bank and Trust Company, Post Office Box 1579, Opelousas, Louisiana 70570. -1- 3 FINANCIAL SUMMARY (In thousands of dollars except per share data and ratios) 2000 1999 1998 ---------- ---------- ---------- FOR THE YEAR Net income.................................................... $ 1,203 $ 1,086 $ 1,008 Return on average shareholders' equity........................ 11.91% 11.38% 11.27% Return on average total assets................................ 1.54% 1.42% 1.47% AT YEAR END Total assets.................................................. $ 82,760 $ 80,232 $ 73,666 Total earning assets.......................................... $ 73,116 $ 71,670 $ 67,114 Total loans................................................... $ 32,080 $ 28,253 $ 27,463 Total deposits................................................ $ 71,318 $ 70,434 $ 63,819 Total shareholders' equity.................................... $ 11,076 $ 9,506 $ 9,446 Common shares outstanding..................................... 117,630 117,712 118,449 PER SHARE Net income.................................................... $ 10.23 $ 9.21 $ 8.47 Book value.................................................... $ 94.16 $ 80.75 $ 79.75 Cash dividends declared....................................... $ 1.70 $ 1.45 $ 1.25 CAPITAL RATIOS Total risk-based capital ratio................................ 30.25% 29.82% 28.72% Leverage ratio................................................ 14.14% 13.11% 13.36% -2- 4 CONTENTS PAGE Financial Summary........................................................................ 2 A Message to the Shareholders............................................................ 4 Management's Discussion and Analysis of Financial Condition and Results of Operations................................................... 5 - 22 Independent Auditors' Report ............................................................ 23 Consolidated balance sheets.............................................................. 24 and 25 Consolidated statements of income........................................................ 26 Consolidated statements of changes in shareholders' equity............................... 27 Consolidated statements of cash flows.................................................... 28 and 29 Notes to consolidated financial statements............................................... 30 - 49 Officers and directors of American Bank & Trust Company.................................. 50 Officers and directors of American Bancorp, Inc.......................................... 51 -3- 5 TO THE SHAREHOLDERS American Bancorp, Inc. and its sole subsidiary, American Bank & Trust Company, enjoyed a banner year for 2000 with record earnings in the amount of $1,203,256, up from $1,085,545 in 1999. As a result of earnings, return on average assets was 1.54% and return on average equity was 11.91% Earnings per share this past year was $10.23 up from $9.21 in 1999. The company's book value increased to $94.16 at year end compared to $80.75 in 1999. Cash dividends declared to shareholders in 2000 was $1.70 per share, an increase of 17% over the 1999 dividend. Asset quality of the company continues to remain at a very high level. Nonperforming assets were only $33,923 or .04% of total assets at year end, and net charge-off of loans were only .04% of average total loans. Total shareholder's equity at year end was $11,076,459, which contributes to a very healthy leverage capital ratio of 14.14%. During the first half of 2000, the bank successfully installed a new computer system and software enabling the bank to enhance customer service. Construction of the new Lafayette branch facility located on Moss Street in Lafayette began in late 2000 and should be completed and open for business in June of 2001. We have been blessed throughout the years with the loyal support from you the shareholders, our customers, and a dedicated staff of employees. Your management and Board of Directors will continue to strive for improvement while maintaining excellent customer service and increased shareholder value. We appreciate your continued support and thank you for the opportunity to serve you. /s/ SALVADOR L. DIESI, SR. Salvador L. Diesi, Sr., Chairman of the Board and President /s/ RONALD J. LASHUTE Ronald J. Lashute, Chief Executive Officer and Executive Vice-President of American Bank & Trust Company -4- 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY OF OPERATIONS FOR THE LAST FIVE YEARS (In thousands of dollars except per share data and ratios) YEAR ENDED DECEMBER 31, ---------------------------------------------------------------------------- 2000 1999 1998 1997 1996 -------- -------- -------- -------- -------- Operating Data: Interest income ..................... $ 5,210 $ 4,819 $ 4,657 $ 4,483 $ 4,306 Interest expense .................... 1,545 1,511 1,446 1,398 1,328 -------- -------- -------- -------- -------- Net interest income ................. 3,665 3,308 3,211 3,085 2,978 Provision for possible loan losses ........................... 11 -- -- -- -- -------- -------- -------- -------- -------- Net interest income after provision for loan losses ........ $ 3,654 $ 3,308 $ 3,211 $ 3,085 $ 2,978 Non-interest income ................. 695 693 612 606 666 Non-interest expense ................ 2,720 2,512 2,407 2,339 2,269 -------- -------- -------- -------- -------- Net income before taxes ............. 1,629 1,489 1,416 1,352 1,375 Provision for income taxes .......... 426 403 408 405 335 -------- -------- -------- -------- -------- Net income .......................... $ 1,203 $ 1,086 $ 1,008 $ 947 $ 1,040 ======== ======== ======== ======== ======== Per share data: Weighted average number of shares outstanding ............... 117,673 117,884 118,965 119,997 120,000 Net income .......................... $ 10.23 $ 9.21 $ 8.47 $ 7.90 $ 8.65 Cash dividends declared ............. $ 1.70 $ 1.45 $ 1.25 $ 1.10 $ 1.00 Book value at end of year ........... $ 94.16 $ 80.75 $ 79.75 $ 70.96 $ 63.80 Selected year-end balances: Loans ............................... $ 32,659 $ 28,832 $ 28,058 $ 28,435 $ 28,925 Deposits ............................ $ 71,318 $ 70,434 $ 63,819 $ 55,857 $ 59,367 Equity .............................. $ 11,076 $ 9,505 $ 9,446 $ 8,512 $ 7,656 Total assets ........................ $ 82,760 $ 80,232 $ 73,666 $ 64,621 $ 67,254 Selected average balances: Average assets ...................... $ 77,954 $ 76,452 $ 68,472 $ 64,384 $ 61,012 Average shareholder's equity ........ $ 10,104 $ 9,536 $ 8,942 $ 8,099 $ 7,251 Selected ratios: Return on average assets ............ 1.54% 1.42% 1.47% 1.47% 1.70% Return on average shareholder's equity ............................ 11.91% 11.38% 11.27% 11.70% 14.32% Dividend payout ratio ............... 16.62% 15.74% 14.76% 13.92% 11.56% Average equity/average assets ....... 12.96% 12.47% 13.06% 12.58% 11.88% Tier 1 risk-based capital ratio ..... 29.00% 28.57% 27.47% 26.13% 23.23% Total risk-based capital ratio ...... 30.25% 29.82% 28.72% 27.38% 24.48% Leverage ratio ...................... 14.14% 13.11% 13.36% 12.97% 12.44% -5- 7 Management's discussion and analysis of financial condition and results of operations should be read in conjunction with the accompanying financial statements and notes. OVERVIEW The Company reported net income of $1,203,256 in 2000 compared to $1,085,545 in 1999 and $1,007,868 in 1998. Interest income has increased over the last three years. The increase for 2000 was $.391 million and an increase of $.163 million from 1998 to 1999. Interest expense also increased in 2000. The increase for 2000 was $.033 million and an increase of $.066 million from 1998 to 1999. Net income before taxes has been increasing over the past three years. Average total assets continue to increase. These assets have grown 2.0%, 11.7% and 6.4% in 2000, 1999 and 1998, respectively. This increase is a result of the growth of interest-bearing and non-interest bearing demand deposits in 2000 and the growth of non-interest bearing demand deposits and time deposits in 1999. Non-interest bearing demand deposits increased $1.638 million in 2000 or 6.8% over the 1999 balance and an increase of $4.892 million in 1999 or 25.7% over the 1998 balance. Time deposits decreased $1.061 million or 4.8% in 2000 over the 1999 amounts and increased $2.283 million or 11.5% in 1999 over the 1998 amounts. The year end balance sheet reflects an increase of $2.528 million or 3.2% in total assets. Securities held to maturity reflected an increase of $2.097 million or 74.9% from 1999. During the same period, loans increased by $3.827 million or 13.5%. In addition, total deposits increased $.884 million or 1.26% in comparing 2000 to 1999. For the same period, there was an increase of $1.571 million in stockholders' equity or 16.5% in comparing 2000 to 1999. STATEMENT OF INCOME ANALYSIS Net interest income on a taxable-equivalent basis was $3.878 million in 2000, an increase of $.379 million, or 10.8% compared to 1999. In 1999, net interest income was $3.499 million, an increase of $.175 million or 5.3% over the prior year. The net interest margin for 2000 was 5.4% compared to 5.0% in 1999 and 5.3% in 1998. Table 1 summarizes average balances, income and average yields on earning assets and expense and average rates paid on interest bearing liabilities. Table 2 analyzes the change in net interest income for the two most recent annual intervals. The increase in the average balances of loans and securities available for sale had a positive effect on the change in net interest margin from 1999 to 2000. However, this effect was partially negated by the decrease in average balances of short-term investments. The increase in the average balance on time and savings deposits also had an impact on the change in the net interest margin from 1999 to 2000. PROVISION FOR POSSIBLE LOAN LOSSES. The provision for possible loan losses was $10,500 in 2000, and $-0- in 1999 and 1998. As a percentage of outstanding loans, the allowance for possible loans losses was 1.8%, 2.0% and 2.1% at December 31, 2000, 1999 and 1998, respectively. The annual provision is determined by the level of net charge offs, the size of the loan portfolio, the level of nonperforming loans, anticipated economic conditions, and review of financial condition of specific customers. -6- 8 NON-INTEREST INCOME. Non-interest income increased only $2,819 or .4% from 1999 to 2000. There was an increase of $80,161 or 13.1% from 1998 to 1999. The Bank's management realizes that non-interest income will become increasingly important as deregulation continues to impact the net interest margin; therefore, management is continuously evaluating new opportunities for fee revenues through proper pricing of services and the development of new sources of non-interest revenue. NON-INTEREST EXPENSE. Non-interest expense increased $208,492 or 8.3% in 2000 from 1999. The increase from 1998 to 1999 was $104,494 or 4.3%. There is no one particular expense category that has experienced a large increase in 2000. The increase is spread over a large number of accounts. In comparing 2000 to 1999 and 1998, there were immaterial variances between years. These increases are mainly due to increases in overall salaries for the three year period. INCOME TAXES. The Company recorded income tax expense of $426,328 in 2000 compared to $402,933 in 1999 and $407,896 in 1998. Net future deductible temporary differences at December 31, 2000 was $57,415. The allowance for loan losses represents $17,592 and the deferred executive compensation represents $34,254 of the future deductible temporary differences. The provision for possible loan losses which contributed to the allowance has been recognized as expense for financial reporting purposes but is not deductible for federal income tax purposes until the loans are charged off. The deferred executive compensation is an expense for financial reporting purposes but is not deductible until actually paid. Valued at the 34% federal statutory tax rate, the net future deductible amounts, if ultimately recognized, would generate tax benefits of $57,415. There are deferred tax liabilities of $47,384 as of December 31, 2000. The primary deferred liability is related to accumulated depreciation in the amounts of $37,624. The deferred tax related to unrealized appreciation and loss on available for sale securities is reflected in shareholders equity. The net deferred tax asset of $10,031 is included in other assets. These benefits are recorded as a deferred tax asset at December 31, 2000. BALANCE SHEET AND CAPITAL FUNDS ANALYSIS Investment securities are a major use of funds by the Bank. The balance at December 31, 2000 was $35,963,685 which represented a $1,741,381 or 5.1% increase from the $34,222,304 balance outstanding at December 31, 1999. Investment securities serve several purposes. A portion of investment securities provides liquidity or secondary reserves, which management can use, if necessary, to meet loan demand or deposit withdrawals. Investment securities, especially obligations of state and political subdivisions, provide for schools, road construction, sewers, and various other projects. The Bank invests a portion of these funds in the market area as a service to the community in which it operates. The remainder of these funds are invested in obligations of the United States Government or its agencies. It is management's policy to minimize risk in investments and provide liquidity by investing in short-term maturities with quality ratings. A substantial portion of the investment portfolio is pledged on public deposits (39.3%), this is more than the 1999 pledged percentage of 35.7%. The amount of public funds on deposit has been increasing slightly for the last three years and management anticipates this source of deposits will not grow substantially in the future. The Bank' primary use of funds is to meet loan demand. Loans, net of unearned income, were $32,659,608 at December 31, 2000, compared to $28,832,360 at December 31, 1999. This $3,827,248 or 13.3% increase is the result of increased market share in the market area. -7- 9 The Bank attracts deposits from consumers and businesses, and also utilizes its access to the money markets to purchase funds to support the asset side of the balance sheet. The two primary sources of funds may be classified as "interest-bearing deposits" and "non-interest bearing deposits." "Interest-bearing deposits" consist of time deposits, savings accounts, NOW accounts and Money Market deposit accounts. The largest source of "non-interest bearing deposits" is demand deposits, which consist of gross demand deposits less reciprocal balances with our correspondent banks. As of December 31, 2000, total deposits increased $884,115 or 1.3% from December 31, 1999. The most significant change in deposits from 1999 to 2000 was the increase in non-interest bearing demand deposit accounts of $2,122,746 or 8.9%. The increase in non-interest bearing accounts is attributable to an increase in commercial accounts in 2000. Shareholders' equity increased $1,570,784 or 16.5% from December 31, 1999 to December 31, 2000. Retained earnings increased $1,003,273 or 13.5% in 2000. However, the accumulated other comprehensive loss at 1999 of $553,801 became income of $18,946 in 2000 due to the effect of interest rate reductions on the investment portfolio. The equity or book value of the Bank is the shareholders' investment in the Bank resulting from the sale of stock and the accumulation of earnings retained by the Bank. The strength of the Bank and its ability to grow depends to a great extent on management's ability to maintain a corresponding growth in shareholders' equity. We declared cash dividends in the amount of $199,983 or $1.70 per share in 2000 and $170,683 or $1.45 per share in 1999. Dividends of $148,134 or $1.25 per share were declared in 1998. Eighty-two shares of treasury stock were purchased in 2000. This brings the total of treasury stock owned to 2,370 with a cost of $134,637. NONPERFORMING ASSETS AND PAST DUE LOANS. Nonperforming assets are loans carried on a nonaccrual basis, those classified as restructured loans (loans with below-market interest rates or other concessions due to the deteriorated financial condition of the borrower), repossessed real estate, property in the process of being repossessed and repossessed movable property. A loan is placed on nonaccrual when, in management's judgment, the borrower's financial condition has deteriorated to the point that his ability to service the principal and/or interest is in doubt. At that time, any accrued interest on the loan is reversed and accruing of interest is discontinued. The Company's nonperforming assets consist primarily of a small number of installment loans. Nonperforming assets at December 31, 2000 were $33,923, a decrease of $75,106 or 68.9% from December 31, 1999. The most significant decrease in nonperforming assets from 1999 to 2000 was in the loans on nonaccrual status. This resulted primarily from collection efforts on nonaccrual loans. The Bank has experienced little activity in other real estate for the three year period ended December 31, 2000. Management anticipates this favorable trend to continue. Loans are considered to be impaired when it is probable that all amounts due in accordance with the contractual terms will not be collected. Included in nonaccrual loans are loans that are considered to be impaired, which totaled $-0- at December 31, 2000 and $69,889 at December 31, 1999. The allowance for loan losses related to these loans was $-0- and $10,000 at December 31, 2000 and 1999, respectively. -8- 10 LIQUIDITY. Liquidity is the ability to ensure that adequate funds are available to satisfy contractual liabilities, fund operations, meet withdrawal requirements of depositors, and provide for customers' credit needs in a timely manner. The liquidity position of the Bank is founded on a stable base of core deposits. The primary source of liquidity for the Bank is its short-term investments. The Bank has overnight fund lines with correspondent banks providing additional sources of liquidity. Securities available for sale also provide a major source of liquidity to the Bank, as do the cash flows from repayments and maturities of its loan portfolio. The franchise from which the Bank operates allows access to a broad base of retail customers, and management has been successful at attracting additional deposits when a continuing need for further funding has arisen. The Bank's core deposit base is supplemented by public fund time deposits and federal funds obtained through correspondent relationships. At the Parent Company (American Bancorp, Inc.) level, cash is needed to fund operations and to pay dividends. During December 2000, the Parent Company received $213,500 from the Bank in dividends. The majority of these funds were used to pay dividends to stockholders and to repurchase outstanding Company stock. The purpose of liquidity management is to assure that the Bank has the ability to raise funds to support asset growth, meet deposit withdrawal, maintain reserve requirements and otherwise operate the Bank on a continuing basis. Liquidity for the Bank is provided by the acquisition of additional funds in the form of deposits, borrowing such as federal funds, investment maturities and sales, and loan maturities and repayments. In recognition of the increased pace of deregulation and increasing competition, the Bank will continue to increase its competitive position in the area to assure the availability of funds. The Bank's reputation, capital position and base of deposits will help to insure flexibility and liquidity. CAPITAL ADEQUACY. The management of capital is a continuous process which consists of providing capital for anticipated growth of the Bank. An evaluation of capital adequacy cannot be made solely in terms of total capital or related ratios. A more comprehensive indication of financial strength is management's ability to generate capital through the retention of earnings. The Bank's main source of capital during the last several years has been cumulative earnings derived through profitable operations. Regulations applicable to state banks and their holding companies prescribe minimum capital levels. These levels are based on established guidelines which relate required capital standards to both risk-weighted assets (risk-based capital ratios) and total assets (leverage ratio). In accordance with risk-based guidelines, assets and off-balance-sheet financial instruments are assigned weights to measure their levels of risk. The total Tier 1 risk-based capital ratio for the Bank was 29.00% at year end 2000 and 28.57% at year end 1999. Leverage ratios were 14.14% and 13.11% at December 31, 2000 and 1999, respectively. The Bank presently meets or exceeds all required risk-based capital standards and anticipates no difficulty in maintaining those standards. -9- 11 FAIR VALUES OF FINANCIAL INSTRUMENTS. Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Values of Financial Instruments" requires disclosure of estimated fair values of financial instruments. Financial instruments are defined as cash and contractual rights and obligations that require settlement, directly or indirectly, in cash. Note 13 to the consolidated financial statements provides information regarding the fair values of financial instruments as of December 31, 2000. MARKET RISK. Market risk is the effect that interest rate changes in market interest rates have on a bank's earnings and its underlying economic value. Changes in interest rates affect a bank's earnings by changing its net interest income and the level of other sensitive income and operating expenses. The underlying economic value of the Company's assets, liabilities, and off-balance sheet instruments also are affected by changes in interest rates. These changes occur because the present value of future cash flows, and in some cases the cash flows themselves, change when interest rates change. The combined effects of the changes in these present values reflect the change in the Bank's underlying economic value. Table 14 presents the Bank's Interest Rate Sensitivity Analysis. The table is prepared utilizing present value calculations. Present value is the future cash flows of a financial instrument, or portfolio of financial instruments, discounted to the present. The discount rate is constructed by the use of the build-up approach or the risk premium approach. The build-up approach views the discount rate as consisting of four components. They are risk-free rate, credit risk, operating expense, and prepayment option price. Risk-free rate forms the foundation of the discount rate and is derived from the Treasury yield curve. The credit risk component is the annualized yield needed to cover the loss of value expected over the entire life of a portfolio. The operating expense component represents an annualized cost rate derived from operating expense allocations. This component is used to adjust the risk-free rate in order to compensate for operating expenses. The prepayment option price is the final component, and represents a basis point adjustment to the risk-free rate to reflect the value of imbedded prepayment options. The risk premium approach views the discount rate as the sum of two components: the risk-free rate, and a risk premium. The risk-free rate is the same as defined above. The risk premium is the annualized yield needed to cover the risk reflected in the portfolio. This risk premium incorporates all forms of risk in a single spread to the Treasury yield curve. Consistent with an entry rate concept of selecting a discount rate, the marginal pricing rate for each account serves as the basis for determining an appropriate risk premium to the Treasury yield curve. This risk premium is calculated by subtracting the value on the Treasury yield curve which corresponds to the average maturity of the account from the account's marginal pricing rate. The build-up approach is used for loans, deposits, and short-term borrowing. The risk premium approach is used for securities and short-term investments. The cash flows for all assets and liabilities are estimated based upon reasonable assumptions on the time remaining until maturity, repricing frequency, decay factors, and prepayment rates. These assumptions are either based on historical trends or available industry accepted information. -10- 12 The effect of an increase in 200 basis points from December 31, 2000 rates would be a reduction of $.956 million in total market value of shareholders' equity or a 7.52% decrease in the market value of the portfolio equity. A decrease of 200 basis points from December 31, 2000 would result in an increase of $.153 million or a 1.21% increase in the market value of the portfolio equity. The effect on earnings is also reflected in Table 14. A 200 basis point increase on the assets and liabilities outstanding as of December 31, 2000 would result in an increase in net income of $.061 million or a 5.15% increase in net income. A 200 basis point decrease on the assets and liabilities outstanding as of December 31, 2000 would have the opposite effect and would result in a decrease of net income in the amount of $.148 million or a 12.45% decrease in net income. Computation of prospective effects of hypothetical interest rate changes are based on many assumptions, including relative levels of market interest rates, loan prepayments, and deposits decay. They should not be relied upon as indicative of actual results. Further, the computations do not contemplate certain actions that management could undertake in response to changes in interest rates. The Bank does not invest in derivatives and has none in its securities portfolio. -11- 13 TABLE 1 SUMMARY OF CONSOLIDATED NET INTEREST INCOME Fully taxable equivalent basis (In thousands) 2000 -------------------------------------------- AVERAGE AVERAGE BALANCE INTEREST RATE ---------- ---------- ---------- ASSETS Short-term investments .............................. $ 4,455 $ 268 6.02% Loans, net of unearned income (1)(2) ................ 29,974 2,777 9.26 Securities available for sale (1)(3) ................ 33,193 2,138 6.44 Securities held to maturity ......................... 4,091 240 5.87 ---------- ---------- Total interest earning assets ................. 71,713 5,423 7.56% ---------- ---------- Allowance for possible loan losses .................. (572) Cash and due from banks ............................. 4,814 Other assets ........................................ 1,999 ---------- Total assets .................................. $ 77,954 ========== LIABILITIES Interest-bearing demand deposits .................... $ 11,630 $ 237 2.04% Savings deposits .................................... 9,216 248 2.69 Time deposits ....................................... 20,969 1,060 5.06 Short-term borrowings ............................... -- -- -- ---------- ---------- Total interest-bearing liabilities ............ 41,815 1,545 3.69% ---------- ---------- Non-interest bearing demand deposits ................ 25,600 Other liabilities ................................... 435 ---------- Total liabilities ............................. 67,850 SHAREHOLDERS' EQUITY Shareholders' equity ................................ 10,104 ---------- Total liabilities and shareholders' equity .... $ 77,954 ========== Total interest expense related to earning assets .... 2.15% ---------- Net interest income ................................. $ 3,878 ========== Net interest margin ................................. 5.41% ========== 1999 ---------------------------------------- AVERAGE AVERAGE BALANCE INTEREST RATE ---------- ---------- ---------- ASSETS Short-term investments .............................. $ 9,782 $ 492 5.03% Loans, net of unearned income (1)(2) ................ 26,880 2,450 9.11 Securities available for sale (1)(3) ................ 28,672 1,781 6.21 Securities held to maturity ......................... 4,689 288 6.14 ---------- ---------- Total interest earning assets ................. 70,023 5,011 7.16% ---------- ---------- Allowance for possible loan losses .................. (592) Cash and due from banks ............................. 4,912 Other assets ........................................ 2,109 ---------- Total assets .................................. $ 76,452 ========== LIABILITIES Interest-bearing demand deposits .................... $ 10,838 $ 211 1.95% Savings deposits .................................... 9,714 263 2.71 Time deposits ....................................... 22,030 1,038 4.71 Short-term borrowings ............................... -- -- -- ---------- ---------- Total interest-bearing liabilities ............ 42,582 1,512 3.55% ---------- ---------- Non-interest bearing demand deposits ................ 23,962 Other liabilities ................................... 372 ---------- Total liabilities 66,916 SHAREHOLDERS' EQUITY Shareholders' equity ................................ 9,536 ---------- Total liabilities and shareholders' equity .... $ 76,452 ========== Total interest expense related to earning assets .... 2.16% ---------- Net interest income ................................. $ 3,499 ========== Net interest margin ................................. 5.00% ========== 1998 ---------------------------------------- AVERAGE AVERAGE BALANCE INTEREST RATE ---------- ---------- ---------- ASSETS Short-term investments .............................. $ 5,732 $ 309 5.39% Loans, net of unearned income (1)(2) ................ 28,548 2,639 9.24 Securities available for sale (1)(3) ................ 19,113 1,237 6.47 Securities held to maturity ......................... 9,092 585 6.43 ---------- ---------- Total interest earning assets ................. 62,485 4,770 7.63% ---------- ---------- Allowance for possible loan losses .................. (602) Cash and due from banks ............................. 4,093 Other assets ........................................ 2,496 ---------- Total assets .................................. $ 68,472 ========== LIABILITIES Interest-bearing demand deposits .................... $ 11,104 $ 216 1.95% Savings deposits .................................... 9,223 250 2.71 Time deposits ....................................... 19,747 978 4.95 Short-term borrowings ............................... 29 2 6.90 ---------- ---------- Total interest-bearing liabilities ............ 40,103 1,446 3.61% ---------- ---------- Non-interest bearing demand deposits ................ 19,070 Other liabilities ................................... 357 ---------- Total liabilities ............................. 59,530 SHAREHOLDERS' EQUITY Shareholders' equity ................................ 8,942 ---------- Total liabilities and shareholders' equity .... $ 68,472 ========== Total interest expense related to earning assets .... 2.31% ---------- Net interest income ................................. $ 3,324 ========== Net interest margin ................................. 5.32% ========== (1) Interest income earned on nontaxable investment securities and certain loans are exempt from taxation. However, an adjustment has been made for the tax preference item related to nontaxable securities purchased after December 31, 1982. An incremental tax rate of 34% is used to compute the taxable equivalent adjustment for 2000, 1999, and 1998. (2) For purposes of yield computations, non-accrual loans are included in loans outstanding. (3) Yield computations are based on historical cost of securities available for sale. -12- 14 TABLE 2 RATE/VOLUME ANALYSIS Fully taxable equivalent basis (In thousands) YEAR ENDED DECEMBER 31, YEAR ENDED DECEMBER 31, ---------------------------------------- ---------------------------------------- 2000/1999 1999/1998 ---------------------------------------- ---------------------------------------- INCREASE (DECREASE) INCREASE (DECREASE) DUE TO CHANGE IN: (1) DUE TO CHANGE IN: (1) ------------------------- ------------------------- AVERAGE AVERAGE NET AVERAGE AVERAGE NET BALANCE RATE CHANGE BALANCE RATE CHANGE ---------- ---------- ---------- ---------- ---------- ---------- Interest income: Short-term investments ............... $ (294) $ 70 $ (224) $ 211 $ (28) $ 183 Loans, net of unearned income ........ 284 43 327 (153) (36) (189) Securities available for sale ........ 286 71 357 606 (62) 544 Securities held to maturity .......... (36) (12) (48) (277) (20) (297) ---------- ---------- ---------- ---------- ---------- ---------- Total interest income ............. 240 172 412 387 (146) 241 ---------- ---------- ---------- ---------- ---------- ---------- Interest expense: Demand deposits ...................... 16 10 26 (5) -- (5) Savings deposits ..................... (13) (2) (15) 13 -- 13 Time deposits ........................ (52) 74 22 108 (50) 58 Short-term borrowing ................. -- -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- Total interest expense ............ (49) 82 33 116 (50) 66 ---------- ---------- ---------- ---------- ---------- ---------- Taxable-equivalent net interest income .. $ 289 $ 90 $ 379 $ 271 $ (96) $ 175 ========== ========== ========== ========== ========== ========== (1) The change in interest due to both rate and volume has been allocated to rate and volume changes in proportion to the relationship of the absolute dollar amounts of the change in each. -13- 15 TABLE 3 SECURITIES PORTFOLIO (In thousands) DECEMBER 31, 2000 DECEMBER 31, 1999 ---------------------------------------- ---------------------------------------- HELD TO AVAILABLE HELD TO AVAILABLE MATURITY FOR SALE TOTAL MATURITY FOR SALE TOTAL ---------- ---------- ---------- ---------- ---------- ---------- U.S. Treasury ........ $ 4,396 $ -- $ 4,396 $ 2,300 $ 3,501 $ 5,801 U.S. Government and Agencies .......... 500 14,413 14,913 500 12,536 13,036 Mortgage-Backed Securities ........ -- 7,253 7,253 -- 6,931 6,931 State and Political Subdivisions ...... -- 9,252 9,252 -- 8,306 8,306 Equity Securities .... -- 149 149 -- 149 149 ---------- ---------- ---------- ---------- ---------- ---------- $ 4,896 $ 31,067 $ 35,963 $ 2,800 $ 31,423 $ 34,223 ========== ========== ========== ========== ========== ========== -14- 16 TABLE 4 MATURITY DISTRIBUTION AND SECURITIES PORTFOLIO YIELDS (In thousands) AFTER AFTER ONE BUT FIVE BUT WITHIN ONE WITHIN FIVE WITHIN TEN YEAR AMT. YIELD YEARS AMT. YIELD YEARS AMT. YIELD ---------- ---------- ----------- ---------- ---------- ---------- December 31, 2000: Held to maturity: U.S. Treasury .................... $ 2,601 5.61% $ 1,795 6.61% $ -- --% U.S. Government and Agencies .................. 500 6.43 -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- Total held to maturity .... 3,101 5.74% 1,795 6.61% -- -- ---------- ---------- ---------- ---------- ---------- ---------- Available for sale: U.S. Treasury .................... -- --% -- --% -- --% U.S. Government and Agencies .................. 500 6.50 11,419 6.43 2,495 6.65 Mortgage-Backed Securities(2) ................. 36 7.37 1,888 5.79 2,366 6.59 State and Political Subdivisions(1) ............... 1,033 6.89 4,099 6.87 3,798 7.08 Equity Securities ................. 149 -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- Total available for sale ... 1,718 6.83% 17,406 6.48% 8,659 6.91% ---------- ---------- ---------- ---------- ---------- ---------- Total securities ........... $ 4,819 6.13% $ 19,201 6.49% $ 8,659 6.91% ========== ========== ========== ========== ========== ========== AFTER TEN TOTAL YEARS AMT. YIELD AMOUNT YIELD ---------- ---------- ---------- ---------- December 31, 2000: Held to maturity: U.S. Treasury .................... $ -- --% $ 4,396 6.02% U.S. Government and Agencies .................. -- -- 500 6.43 ---------- ---------- ---------- ---------- Total held to maturity .... -- --% 4,896 6.06% ---------- ---------- ---------- ---------- Available for sale: U.S. Treasury .................... -- --% -- --% U.S. Government and Agencies .................. -- -- 14,414 6.47 Mortgage-Backed Securities(2) ................. 2,962 7.10 7,252 6.59 State and Political Subdivisions(1) ............... 322 8.15 9,252 7.00 Equity Securities ................. -- -- 149 -- ---------- ---------- ---------- ---------- Total available for sale ... 3,284 7.19% 31,067 6.66% ---------- ---------- ---------- ---------- Total securities ........... $ 3,284 7.19% $ 35,963 6.59% ========== ========== ========== ========== (1) Tax exempt yields are expressed on a fully taxable equivalent basis, assuming a rate of 34% for 2000. (2) Distributed by contractual maturity without regard to repayment schedules or projected payments. -15- 17 TABLE 5 LOAN PORTFOLIO The loans outstanding for the three years ended December 31, 2000 are shown in the following table according to type of loan (in thousands). 2000 1999 1998 ---------- ---------- ---------- Commercial, financial and agricultural .. $ 6,946 $ 7,326 $ 7,666 Real Estate - Construction .............. 539 949 51 Real Estate - Mortgage .................. 20,052 15,809 15,361 Installment ............................. 5,122 4,748 4,981 ---------- ---------- ---------- Total ........................... 32,659 28,832 28,059 Less: Allowance for possible loan losses .... (579) (579) (596) Unearned income ....................... -- -- -- ---------- ---------- ---------- $ 32,080 $ 28,253 $ 27,463 ========== ========== ========== TABLE 6 LOAN MATURITY AND INTEREST RATE SENSITIVITY The following table shows the amount of commercial, financial and agricultural loans, real estate-construction loans and real estate mortgage loans, exclusive of installment loans, outstanding as of December 31, 2000 which, based on remaining scheduled repayments of principal, are due in the amounts indicated. Also, the amounts are classified according to the sensitivity to the changes in interest rates (in thousands). ONE YEAR OVER ONE OR TO OVER LESS(1) 5 YEARS 5 YEARS TOTAL ---------- ---------- ---------- ---------- Maturity of Loans: Commercial, financial and agricultural ..................... $ 3,076 $ 2,945 $ 152 $ 6,173 Real Estate - mortgage and construction ...................... 3,051 14,320 3,993 21,364 ---------- ---------- ---------- ---------- Total ........................... $ 6,127 $ 17,265 $ 4,145 $ 27,537 ========== ========== ========== ========== Interest Rate Sensitivity of Loans: With predetermined interest rates ... $ 4,513 $ 16,177 $ 1,809 $ 22,499 With floating interest rates (2) .... 1,614 1,088 2,336 5,038 ---------- ---------- ---------- ---------- Total ........................... $ 6,127 $ 17,265 $ 4,145 $ 27,537 ========== ========== ========== ========== (l) Includes demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts. (2) The floating interest rate loans generally fluctuate according to a formula based on a prime rate. -16- 18 TABLE 7 NONPERFORMING ASSETS Nonperforming assets include nonaccrual loans, loans which are contractually 90 days past due, restructured loans, and foreclosed assets. Restructured loans are loans which, due to a deteriorated financial condition of the borrower, have a below-market yield. Interest payments received on nonperforming loans are applied to reduce principal if there is doubt as to the collectibility of the principal; otherwise, these receipts are recorded as interest income. Certain nonperforming loans that are current as to principal and interest payments are classified as nonperforming because there is a question concerning full collection of both principal and interest. Nonperforming assets totaled $33,923 at year ended 2000, a $75,106 (68.9%) decrease from the prior year. Nonperforming assets totaled $109,029 at December 31, 1999, which was a decrease of $96,519 (47.0%) from December 31, 1998. The composition of nonperforming assets for the past three years are illustrated below. 2000 1999 1998 ---------- ---------- ---------- Nonperforming loans: Loans on nonaccrual .................. $ -- $ 69,889 $ 144,797 Restructured loans which are not on nonaccrual ...................... 33,923 39,140 60,751 ---------- ---------- ---------- Total nonperforming loans ........ 33,923 109,029 205,548 Other real estate and repossessed assets received in complete or partial satisfaction of loan obligations ......................... -- -- 1 ---------- ---------- ---------- Total nonperforming assets ...... $ 33,923 $ 109,029 $ 205,549 ========== ========== ========== Loans contractually past due 90 days or more as to principal or interest but which are not on nonaccrual ......................... $ 11,061 $ 8,119 $ 14,718 ========== ========== ========== At December 31, 2000, the Bank has loans outstanding to multiple numbers of borrowers engaged in the medical industry and the legal profession. Loans to the medical industry were approximately $7,126,000, while the loans to the legal profession were approximately $3,177,000. There were no significant nonperforming loans outstanding in these two concentrations. -17- 19 TABLE 8 ALLOWANCE FOR POSSIBLE LOAN LOSSES (In Thousands) YEAR ENDED DECEMBER 31, -------------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Beginning balance ................................ $ 579 $ 596 $ 600 ---------- ---------- ---------- Charge-offs: Commercial, financial and agricultural loans ... (3) (13) -- Real estate mortgage loans ..................... -- -- -- Real estate construction loans ................. -- -- -- Installment loans .............................. (8) (7) (15) ---------- ---------- ---------- Total charge-offs .......................... (11) (20) (15) ---------- ---------- ---------- Recoveries: Commercial, financial and agricultural loans ... -- -- -- Real estate mortgage loans ..................... -- -- -- Real estate construction loans ................. -- -- -- Installment loans .............................. -- 3 11 ---------- ---------- ---------- Total recoveries ........................... - 0- 3 11 ---------- ---------- ---------- Net (charge-offs) recoveries ..................... (11) (17) (4) ---------- ---------- ---------- Provision charged against income ................. 11 - 0- - 0- ---------- ---------- ---------- Ending balance ................................... $ 579 $ 579 $ 596 ========== ========== ========== Net charge-offs to average loans ................ (.04)% (.06)% (.01)% ========== ========== ========== Year-end allowance to year-end loans ............. 1.77 % 2.01 % 2.12 % ========== ========== ========== -18- 20 TABLE 9 ALLOCATION FOR POSSIBLE LOAN LOSSES (In thousands) The allowance for possible loan losses has been allocated according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred within the following categories of loans at the date indicated. DECEMBER 31, 2000 DECEMBER 31, 1999 --------------------------- --------------------------- % OF LOANS % OF LOANS OUTSTANDING OUTSTANDING TO TOTAL TO TOTAL ALLOWANCE LOANS ALLOWANCE LOANS ---------- ----------- ---------- ----------- Commercial, financial and agricultural loans ........ $ 115 21.27% $ 120 25.41% Real estate construction ..... 4 1.65 5 3.29 Real estate mortgage loans ... 236 61.40 238 54.83 Installment loans ............ 224 15.68 216 16.47 ---------- ---------- ---------- ---------- $ 579 100.00% $ 579 100.00% ========== ========== ========== ========== DECEMBER 31, 1998 --------------------------- % OF LOANS OUTSTANDING TO TOTAL ALLOWANCE LOANS ---------- ----------- Commercial, financial and agricultural loans ...................... $ 135 27.32% Real estate construction ................... 1 .18 Real estate mortgage loans ................. 272 54.75 Installment loans .......................... 188 17.75 ---------- ---------- $ 596 100.00% ========== ========== -19- 21 TABLE 10 DEPOSITS The following table presents the average balance and an average rate paid on deposits (in thousands): DECEMBER 31, ------------------------------------------------------------------------------------- 2000 1999 1998 ------------------------- ------------------------- ------------------------- AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE BALANCE RATE BALANCE RATE BALANCE RATE ---------- ---------- ---------- ---------- ---------- ---------- Non-interest bearing demand deposits ....... $ 25,600 --% $ 23,962 --% $ 19,070 --% Interest bearing demand deposits ....... 11,630 2.04 10,838 1.95 11,104 1.95 Savings deposits ........ 9,216 2.69 9,714 2.71 9,223 2.71 Time deposits ........... 20,969 5.06 22,030 4.71 19,747 4.95 Short-term borrowings ... -- -- -- -- 29 6.90 ---------- ---------- ---------- Total .......... $ 67,415 $ 66,544 $ 59,173 ========== ========== ========== TABLE 11 CERTIFICATES OF DEPOSIT OF $100,000 OR MORE, MATURITY DISTRIBUTION The following table provides the maturities of time certificates of deposit of the Bank in amounts of $100,000 or more (in thousands): DECEMBER 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Maturing in: 3 months or less .................... $ 2,961 $ 3,076 $ 2,587 Over 3 months less than 6 months .... 1,536 1,084 920 Over 6 months less than 12 months ... 682 458 500 Over 12 months ...................... -- -- -- ---------- ---------- ---------- Total ......................... $ 5,179 $ 4,618 $ 4,007 ========== ========== ========== -20- 22 TABLE 12 RISK-BASED CAPITAL (In thousands) DECEMBER 31, ------------------------------ 2000 1999 ------------ ------------ Risk-weighted assets ........................... $ 38,022 $ 35,073 ============ ============ Capital: Tier I ...................................... $ 11,025 $ 10,022 Tier II ..................................... 475 438 ------------ ------------ Total capital ............................ $ 11,500 $ 10,460 ============ ============ Ratios: Tier I capital to risk-weighted assets ...... 29.00% 28.57% Tier II capital to risk-weighted assets ..... 1.25 1.25 ------------ ------------ Total capital to risk-weighted assets .... 30.25% 29.82% ============ ============ Leverage - Tier I capital to total average assets ........................... 14.14% 13.11% ============ ============ TABLE 13 RETURN ON EQUITY AND ASSETS The following table shows consolidated operating and capital ratios for each of the last three years: YEARS ENDED DECEMBER 31, ------------------------------------------ 2000 1999 1998 ---------- ---------- ---------- Return on average total assets ............. 1.54% 1.42% 1.47% Return on average shareholders' equity ..... 11.91% 11.38% 11.27% Dividend payout ratio ...................... 16.62% 15.74% 14.76% Average equity to average assets ratio ..... 12.96% 12.47% 13.06% -21- 23 TABLE 14 INTEREST RATE SENSITIVITY ANALYSIS DECEMBER 31, 2000 (In thousands) RATES ------------------------------- FORECAST +200 BP -200 BP ------------ ------------ ------------ Economic value at risk: Total assets ................................ $ 82,749 Bank equity ................................. $ 11,044 Market value of portfolio equity ............ $ 12,708 $ 11,752 $ 12,861 Market value to book value of equity ................................ 1.15 1.06 1.16 Amount of change in market value of portfolio equity ......................... $ (956) $ 153 Percent change in market value of portfolio equity ......................... (7.52)% 1.21% Total securities market value premium percentage ............................... 0.17% (6.00)% 4.31% Net loans present value premium percentage ............................... 1.60% (1.37)% 4.61% Total deposits present value premium percentage ............................... 1.57% 3.66% (0.98)% Earnings at risk: January 1 to December 31, 2001- Interest margin on earning assets ...... 5.19% 5.31% 4.89 % Amount of change in interest margin on earning assets ............ .12% (.30)% Net interest income .................... $ 3,690 $ 3,777 $ 3,472 Amount of change in net interest income ..................... $ 87 $ (218) Percent change in net interest income .............................. 2.35% (5.91)% Net income ............................. $ 1,189 $ 1,250 $ 1,040 Amount change in net income ............ $ 61 $ (148) Percent change in net income ........... 5.15% (12.45)% -22- 24 [BROUSSARD, POCHE, LEWIS & BREAUX, L.L.P. LETTERHEAD] INDEPENDENT AUDITORS' REPORT To the Shareholders and Board of Directors American Bancorp, Inc. Opelousas, Louisiana We have audited the accompanying consolidated balance sheets of American Bancorp, Inc. and subsidiary as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Bancorp, Inc. and subsidiary as of December 31, 2000 and 1999, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with generally accepted accounting principles. /s/ BROUSSARD, POCHE, LEWIS & BREAUX Lafayette, Louisiana January 31, 2001 -23- 25 AMERICAN BANCORP, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2000 AND 1999 ASSETS 2000 1999 ------------ ------------ Cash and due from banks .......................... $ 6,900,623 $ 6,048,962 Federal funds sold ............................... 4,775,000 8,104,742 ------------ ------------ Total cash and cash equivalents ............... 11,675,623 14,153,704 Interest-bearing deposits with banks ............. 298,000 1,090,000 Securities held to maturity (estimated market values $4,928,531 and $2,771,757, respectively) ................................. 4,896,244 2,799,634 Securities available for sale .................... 31,067,441 31,422,670 Loans, net of allowance for possible loan losses of $579,481 and $579,047, respectively .................................. 32,080,127 28,253,313 Bank premises and equipment ...................... 1,549,934 1,108,299 Accrued interest receivable ...................... 665,791 616,515 Other assets ..................................... 526,902 787,605 ------------ ------------ $ 82,760,062 $ 80,231,740 ============ ============ See Notes to Consolidated Financial Statements. -24- 26 LIABILITIES AND SHAREHOLDERS' EQUITY 2000 1999 ------------ ------------ LIABILITIES Deposits: Non-interest bearing demand deposits ........................ $ 25,925,833 $ 23,803,087 Interest bearing deposits ................................... 45,392,649 46,631,280 ------------ ------------ Total deposits ........................................ 71,318,482 70,434,367 Accrued interest payable ....................................... 158,760 132,163 Other liabilities .............................................. 206,361 159,535 ------------ ------------ Total liabilities ..................................... 71,683,603 70,726,065 ------------ ------------ SHAREHOLDERS' EQUITY Common stock, $5 par value; 10,000,000 shares authorized; 120,000 shares issued; 117,630 and 117,712 outstanding, respectively ....... 600,000 600,000 Surplus ........................................................ 2,150,000 2,150,000 Retained earnings .............................................. 8,442,150 7,438,877 Accumulated other comprehensive income (loss), net of tax of $9,760 and ($285,291), respectively ................................ 18,946 (553,801) Treasury stock, 2,370 and 2,288 shares at cost, respectively ... (134,637) (129,401) ------------ ------------ Total shareholders' equity ............................ 11,076,459 9,505,675 ------------ ------------ $ 82,760,062 $ 80,231,740 ============ ============ -25- 27 AMERICAN BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 2000 1999 1998 ------------ ------------ ------------ Interest income: Interest and fees on loans .............. $ 2,776,182 $ 2,433,152 $ 2,642,229 Interest on investment securities- Taxable .............................. 1,750,951 1,556,496 1,478,482 Tax-exempt ........................... 414,496 338,148 226,872 Federal funds sold ...................... 230,179 411,878 240,724 Deposits with banks ..................... 38,270 79,744 68,220 ------------ ------------ ------------ Total interest income ............. 5,210,078 4,819,418 4,656,527 Interest expense: Interest on deposits .................... 1,545,041 1,511,660 1,445,816 ------------ ------------ ------------ Net interest income ........................ 3,665,037 3,307,758 3,210,711 Provision for possible loan losses ......... 10,500 -- -- ------------ ------------ ------------ Net interest income after provision for possible loan losses ................ 3,654,537 3,307,758 3,210,711 ------------ ------------ ------------ Non-interest income: Service charges on deposit accounts ..... 555,331 559,418 508,135 Other ................................... 140,034 133,128 104,250 ------------ ------------ ------------ Total non-interest income ......... 695,365 692,546 612,385 ------------ ------------ ------------ Non-interest expense: Salary and employee benefits ............ 1,395,243 1,301,324 1,198,730 Net occupancy expense ................... 306,870 287,674 293,939 Equipment expense ....................... 276,781 224,367 246,471 Net cost (revenue) from other real estate .......................... -- (40,434) 299 Other ................................... 741,424 738,895 667,893 ------------ ------------ ------------ Total non-interest expense ........ 2,720,318 2,511,826 2,407,332 ------------ ------------ ------------ Income before income taxes ................. 1,629,584 1,488,478 1,415,764 Provision for income taxes ................. 426,328 402,933 407,896 ------------ ------------ ------------ Net income ........................ $ 1,203,256 $ 1,085,545 $ 1,007,868 ============ ============ ============ Net income per common share ................ $ 10.23 $ 9.21 $ 8.47 ============ ============ ============ See Notes to Consolidated Financial Statements. -26- 28 AMERICAN BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 ACCUMULATED OTHER COMMON STOCK RETAINED COMPREHENSIVE SHARES AMOUNT SURPLUS EARNINGS INCOME ------------ ------------ ------------ ------------ ------------- Balance, December 31, 1997 ................... 120,000 $ 600,000 $ 2,150,000 $ 5,664,281 $ 100,417 Comprehensive income Net income for 1998 ....................... -- -- -- 1,007,868 -- Other comprehensive income: Changes in unrealized holding gains (losses) on securities available for sale, net of tax of $131,975 ..... -- -- -- -- 155,770 Total comprehensive income ........... -- -- -- -- -- Purchase of treasury stock ................... -- -- -- -- -- Dividends paid in 1998 ....................... -- -- -- (148,134) -- ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1998 ................... 120,000 600,000 2,150,000 6,524,015 256,187 Comprehensive income Net income for 1999 ....................... -- -- -- 1,085,545 -- Other comprehensive income: Changes in unrealized holding gains (losses) on securities available for sale, net of tax of $(285,291) ... -- -- -- -- (809,988) Total comprehensive income ........... -- -- -- -- -- Purchase of treasury stock ................... -- -- -- -- -- Dividends paid in 1999 ....................... -- -- -- (170,683) -- ------------ ------------ ------------ ------------ ------------ Balance, December 31, 1999 ................... 120,000 600,000 2,150,000 7,438,877 (553,801) Comprehensive income Net income for 2000 ....................... -- -- -- 1,203,256 -- Other comprehensive income: Changes in unrealized holding gains (losses) on securities available for sale, net of tax of $295,051 ..... -- -- -- -- 572,747 Total comprehensive income ........... -- -- -- -- -- Purchase of treasury stock ................... -- -- -- -- -- Dividends paid in 2000 ....................... -- -- -- (199,983) -- ------------ ------------ ------------ ------------ ------------ Balance, December 31, 2000 ................... 120,000 $ 600,000 $ 2,150,000 $ 8,442,150 $ 18,946 ============ ============ ============ ============ ============ TREASURY COMPREHENSIVE STOCK INCOME TOTAL ------------ ------------- ------------ Balance, December 31, 1997 ................... $ (2,014) $ -- $ 8,512,684 Comprehensive income Net income for 1998 ....................... -- 1,007,868 1,007,868 Other comprehensive income: Changes in unrealized holding gains (losses) on securities available for sale, net of tax of $131,975 ..... -- 155,770 155,770 ------------ Total comprehensive income ........... -- $ 1,163,638 -- ============ Purchase of treasury stock ................... (82,681) (82,681) Dividends paid in 1998 ....................... -- (148,134) ------------ ------------ Balance, December 31, 1998 ................... (84,695) $ -- 9,445,507 Comprehensive income Net income for 1999 ....................... -- 1,085,545 1,085,545 Other comprehensive income: Changes in unrealized holding gains (losses) on securities available for sale, net of tax of $(285,291) ... -- (809,988) (809,988) ------------ Total comprehensive income ........... -- $ 275,557 -- ============ Purchase of treasury stock ................... (44,706) (44,706) Dividends paid in 1999 ....................... -- (170,683) ------------ ------------ Balance, December 31, 1999 ................... (129,401) $ -- 9,505,675 Comprehensive income Net income for 2000 ....................... -- 1,203,256 1,203,256 Other comprehensive income: Changes in unrealized holding gains (losses) on securities available for sale, net of tax of $295,051 ..... -- 572,747 572,747 ------------ Total comprehensive income ........... -- $ 1,776,003 -- ============ Purchase of treasury stock ................... (5,236) (5,236) Dividends paid in 2000 ....................... -- (199,983) ------------ ------------ Balance, December 31, 2000 ................... $ (134,637) $ 11,076,459 ============ ============ See Notes to Consolidated Financial Statements. -27- 29 AMERICAN BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 2000 1999 1998 ------------ ------------ ------------ OPERATING ACTIVITIES Net income .............................................. $ 1,203,256 $ 1,085,545 $ 1,007,868 Adjustments to reconcile net income to net cash provided by operating activities: Premium amortization, (discount accretion) on investment securities ............... (99,495) (49,466) 5,846 Depreciation ......................................... 161,126 129,296 165,247 (Gain) loss on disposal of assets .................... (9,308) -- -- (Increase) decrease in assets: Other real estate owned ........................... -- -- 6,899 Accrued interest receivable ....................... (49,276) (7,739) 11,201 Other assets ...................................... (23,118) 126,902 (21,372) Increase (decrease) in liabilities: Accrued interest payable .......................... 26,597 (12,105) 24,101 Other liabilities ................................. 46,826 (98,011) 45,983 ------------ ------------ ------------ Net cash provided by operating activities .................................. 1,256,608 1,174,422 1,245,773 ------------ ------------ ------------ INVESTING ACTIVITIES (Increase) decrease in interest-bearing deposits with banks .................................. 792,000 297,000 (693,000) Proceeds from maturities of available for sale securities ..................... 6,479,450 5,421,738 4,364,835 Proceeds from maturities of held to maturity securities ....................... 200,000 5,000,000 8,700,000 Purchase of available for sale securities ........................................... (5,160,466) (14,008,754) (15,951,986) Purchase of held to maturity securities ........................................... (2,293,072) (2,098,859) (199,844) (Increase) decrease in loans ............................ (3,826,814) (790,718) 372,343 Purchases of property and equipment ..................... (611,453) (124,227) (51,206) Other ................................................... 6,770 -- (9,336) ------------ ------------ ------------ Net cash used in investing activities .................................. (4,413,585) (6,303,820) (3,468,194) ------------ ------------ ------------ -28- 30 2000 1999 1998 ------------ ------------ ------------ FINANCING ACTIVITIES Increase (decrease) in liabilities: Demand deposits, transaction accounts and savings .............................. 1,490,976 5,952,640 6,412,096 Time deposits ........................................ (606,861) 662,744 1,550,141 Dividends paid .......................................... (199,983) (170,683) (148,134) Purchase of treasury stock .............................. (5,236) (44,706) (82,681) ------------ ------------ ------------ Net cash provided by financing activities ........................... 678,896 6,399,995 7,731,422 ------------ ------------ ------------ Increase (decrease) in cash and cash equivalents ............................................. (2,478,081) 1,270,597 5,509,001 Cash and cash equivalents at beginning of year ....................................... 14,153,704 12,883,107 7,374,106 ------------ ------------ ------------ Cash and cash equivalents at end of year ................................................. $ 11,675,623 $ 14,153,704 $ 12,883,107 ============ ============ ============ SUPPLEMENTAL DISCLOSURES Cash payments for: Interest expense ..................................... $ 1,518,444 $ 1,523,315 $ 1,308,437 ============ ============ ============ Income taxes ......................................... $ 444,042 $ 363,552 $ 410,200 ============ ============ ============ See Notes to Consolidated Financial Statements -29- 31 AMERICAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Accounting Policies American Bancorp, Inc. (the Company) and its subsidiary, American Bank and Trust Company (the Bank), follow generally accepted accounting principles and reporting practices applicable to the banking industry. Descriptions of significant accounting policies are summarized below: Description of business: The Company is a bank holding company headquartered in Opelousas, Louisiana, operating principally in the community banking business segment by providing banking services to commercial and retail customers through its wholly owned subsidiary, the Bank. The Bank is community oriented and focuses primarily on offering competitive commercial and consumer loan and deposit services to individuals and small to middle market businesses. Comprehensive income: Comprehensive income includes net income and other comprehensive income which, in the case of the Company, includes only unrealized gain and losses on securities available-for-sale. Consolidation: The consolidated financial statements include the accounts of the respective parent Company and its subsidiary. All significant intercompany accounts and transactions have been eliminated. Cash and cash equivalents: For the purpose of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds are purchased or sold for one-day periods. Use of estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. -30- 32 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Securities: Management determines the appropriate classification of debt securities (trading, available for sale, or held to maturity) at the time of purchase and re-evaluates this classification periodically. Securities classified as trading account assets are held for sale in anticipation of short-term market movements. Debt securities are classified as held to maturity when the Bank has the positive intent and ability to hold the securities to maturity. Securities not classified as held to maturity or trading are classified as available for sale. Securities classified as trading account assets are carried at market value and are included in short-term investments. Gains and losses, both realized and unrealized, are reflected in earnings as other operating income. Securities classified as held to maturity are stated at amortized costs. Securities classified as available for sale are stated at fair value, with unrealized gains and losses, net of tax, reported in shareholders' equity and included in other comprehensive income. The amortized cost of debt securities classified as held to maturity or available for sale is adjusted for amortization of premiums and accretion of discounts to maturity or, in the case of mortgage-backed securities, over the estimated life of the security. Amortization, accretion and accruing interest are included in interest income on securities using the level-yield method. Realized gains and losses, and declines in value judged to be other than temporary, are included in net securities gains (losses). The cost of securities sold is determined based on the specific identification method. Loans: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal adjusted for any charge-offs, the allowance for loan losses and unearned income. Interest on loans and accretion of unearned income are computed by methods which approximate a level rate of return on recorded principal. The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company's impaired loans include troubled debt restructurings, performing and nonperforming loans, in which full payment of principal or interest is not expected. The Company calculates a reserve required for impaired loans based on the expected future cash flows discounted at the loan's effective interest rate, or at the loan's observable market price or the fair value of its collateral. Generally, loans other than consumer loans, which become 90 days delinquent are either in the process of collection through repossession or foreclosure or alternatively, are deemed currently uncollectible. Loans deemed currently uncollectible are charged off against the allowance account. As a matter of policy, loans are placed on a nonaccrual basis where doubt exits as to collectibility. -31- 33 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Allowance for possible loan losses: The allowance for possible loan losses is maintained to provide for possible losses inherent in the loan portfolio. The allowance related to loans that are identified as impaired is based on discounted cash flows, using the loan's initial effective interest rate, or the fair value of the collateral for certain collateral dependent loans. The allowance is based on management's estimate of future losses; actual losses may vary from the current estimate. The estimate is reviewed periodically, taking into consideration the risk characteristics of the loan portfolio, past loss experience, general economic conditions and other factors which warrant current recognition. As adjustments to the estimate of future losses become necessary, they are reflected as a provision for possible loan losses in current-period earnings. Actual loan losses are deducted from, and subsequent recoveries are added to, the allowance. Bank premises and equipment: Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method. Useful lives utilized for purposes of computing depreciation are as follows: buildings, 10 to 30 years; furniture and equipment, 3 to 10 years. Maintenance, repairs and minor improvements are charged to operating expenses. Gains or losses on dispositions are reflected currently in the Statement of Income. Foreclosed assets: Foreclosed assets include real estate and other collateral acquired upon the default of loans and loans classified as in-substance foreclosures. A loan is classified as in-substance foreclosure when the Bank has taken possession of the collateral regardless of whether formal foreclosure proceedings have taken place. Foreclosed assets and excess bank-owned property are recorded at the fair value of the assets less estimated selling costs. Losses arising from the initial reduction of an outstanding loan amount to fair value are deducted from the allowance for loan losses. Losses arising from the transfer of bank premises and equipment to excess bank-owned property are charged to expense. A valuation reserve for foreclosed assets and excess bank-owned property is maintained for subsequent valuation adjustments on a specific-property basis. Income and expenses associated with foreclosed assets and excess bank-owned property prior to sale are included in current earnings. Income taxes: The Company files a consolidated federal income tax return with the subsidiary Bank. The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are based on the temporary differences between the financial reporting basis and tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. -32- 34 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent pronouncements: The FASB issued No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB Statement No. 133," in June 1999. This statement is effective for all fiscal quarters of all fiscal years beginning after June 15, 2000. Adoption of the standard is not expected to have a material effect on the Company's financial statements, financial position or results of operations. The Company will adopt this accounting standard on January 1, 2001. In September 2000, the FASB issued No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," a replacement of FASB Statement No. 125, which is effective for fiscal years ending after December 15, 2000. Adoption of the above standards will not have a material effect on the Company's financial statements, financial position or results of operations. Reclassifications: Certain amounts in the 1999 and 1998 financial statements have been reclassified to conform with the financial statement presentation for 2000 for comparability. These reclassifications had no effect on net income as previously reported for the 1999 and 1998 fiscal years. Note 2. Restrictions on Cash and Due From Bank Accounts The Bank is required to maintain average reserve balances by the Federal Reserve Bank. The average amount of these reserve balances was $844,000 and $731,000 for the years ended December 31, 2000 and 1999, respectively. -33- 35 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 3. Investment Securities The carrying amounts of investment securities as shown in the consolidated balance sheets of the Bank and their approximate market values at December 31 were as follows: DECEMBER 31, 2000 --------------------------------------------------------------- AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------ ------------ ------------ ------------ Securities held to maturity: U.S. Treasury Securities ................ $ 4,396,094 $ 33,308 $ 1,286 $ 4,428,116 U.S. Government and Agencies ............ 500,150 265 -- 500,415 ------------ ------------ ------------ ------------ $ 4,896,244 $ 33,573 $ 1,286 $ 4,928,531 ============ ============ ============ ============ DECEMBER 31, 2000 --------------------------------------------------------------- AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------ ------------ ------------ ------------ Securities available for sale: Mortgage-Backed Securities .............. $ 7,283,844 $ 48,672 $ 79,400 $ 7,253,116 U.S. Government and Agencies ............ 14,407,398 64,331 58,756 14,412,973 State and Political Subdivisions ........ 9,198,091 84,537 30,676 9,251,952 Equity Securities ....................... 149,400 -- -- 149,400 ------------ ------------ ------------ ------------ $ 31,038,733 $ 197,540 $ 168,832 $ 31,067,441 ============ ============ ============ ============ DECEMBER 31, 1999 --------------------------------------------------------------- AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------ ------------ ------------ ------------ Securities held to maturity: U.S. Treasury Securities ................ $ 2,299,634 $ -- $ 24,132 $ 2,275,502 U.S. Government and Agencies ............ 500,000 -- 3,745 496,255 ------------ ------------ ------------ ------------ $ 2,799,634 $ -0- $ 27,877 $ 2,771,757 ============ ============ ============ ============ -34- 36 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999 --------------------------------------------------------------- AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------ ------------ ------------ ------------ Securities available for sale: Mortgage-Backed Securities .............. $ 7,146,769 $ 19,315 $ 235,394 $ 6,930,690 U.S. Treasury Securities ................ 3,503,378 1,832 3,955 3,501,255 U.S. Government and Agencies ............ 12,912,224 -- 376,686 12,535,538 State and Political Subdivisions ........ 8,549,991 5,551 249,755 8,305,787 Equity Securities ....................... 149,400 -- -- 149,400 ------------ ------------ ------------ ------------ $ 32,261,762 $ 26,698 $ 865,790 $ 31,422,670 ============ ============ ============ ============ Securities with book values of $14,124,852 and $12,222,416 at December 31, 2000 and 1999, respectively, were pledged to secure public deposits and other transactions as required by law. There were no gross-realized gains or gross-realized losses on sales of securities for the fiscal years ended December 31, 2000, 1999 or 1998. The maturities of investment securities at December 31, 2000 were as follows: SECURITIES TO BE HELD TO MATURITY ----------------------------- AMORTIZED FAIR YEARS TO MATURITY COST VALUE ------------ ------------ Less than one .............................. $ 3,101,248 $ 3,103,036 Greater than one but less than five ........ 1,794,996 1,825,495 Greater than five but less than ten ........ -- -- Greater than ten ........................... -- -- ------------ ------------ $ 4,896,244 $ 4,928,531 ============ ============ SECURITIES AVAILABLE FOR SALE ----------------------------- AMORTIZED FAIR YEARS TO MATURITY COST VALUE ------------ ------------ Less than one .............................. $ 1,717,023 $ 1,718,405 Greater than one but less than five ........ 17,406,470 17,406,541 Greater than five but less than ten ........ 8,658,108 8,658,391 Greater than ten ........................... 3,257,132 3,284,104 ------------ ------------ $ 31,038,733 $ 31,067,441 ============ ============ -35- 37 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4. Loans Major classifications of subsidiary Bank's loan portfolio at December 31, are as follows: 2000 1999 ------------ ------------ Commercial, financial and agricultural ............................ $ 6,946,020 $ 7,325,960 Real estate construction ................... 538,744 948,827 Real estate mortgage ....................... 20,052,654 15,808,978 Installment ................................ 5,122,190 4,748,595 ------------ ------------ 32,659,608 28,832,360 Unearned income ............................ -- -- ------------ ------------ Net loans ............................... 32,659,608 28,832,360 Allowance for possible loan losses .................................. (579,481) (579,047) ------------ ------------ $ 32,080,127 $ 28,253,313 ============ ============ The following is a summary of loans classified by type at December 31, 2000 and 1999: 2000 1999 --------------- --------------- Commercial, financial and agricultural.............................. $ 6,946,020 $ 7,325,960 Real estate construction..................... 538,744 948,827 Real estate mortgage ........................ 7,112,467 7,991,175 Total commercial.......................... 14,597,231 16,265,962 -------------- --------------- Residential mortgage......................... 12,940,187 7,817,803 Installment.................................. 5,122,190 4,748,595 -------------- --------------- Total consumer............................ 18,062,377 12,566,398 -------------- --------------- Total loans............................... $ 32,659,608 $ 28,832,360 =============== =============== -36- 38 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following summarizes the non-performing elements of the loan portfolio and total foreclosed assets at December 31: 2000 1999 1998 ---------- ---------- ---------- Nonperforming loans: Loans on nonaccrual ..................... $ -- $ 69,889 $ 144,797 Restructured loans which are not on nonaccrual ................ 33,923 39,140 60,751 ---------- ---------- ---------- Total nonperforming loans ..... 33,923 109,029 205,548 Other real estate and repossessed assets received in complete or partial satisfaction of loan obligations ........ -- -- 1 ---------- ---------- ---------- Total nonperforming assets .... $ 33,923 $ 109,029 $ 205,549 ========== ========== ========== Loans contractually past due 90 days or more as to principal or interest, but which are not on nonaccrual ......... $ 11,061 $ 8,119 $ 14,718 ========== ========== ========== At December 31, 2000, the recorded investment in loans that were considered to be impaired under SFAS No. 114 was $-0-. The related allowance for loan losses was $-0- for impaired loans. The average recorded investment in impaired loans during the year ended December 31, 2000 was approximately $3,000. Interest payments received on impaired loans are applied to principal if there is doubt as to the collectibility of the principal; otherwise, these receipts are recorded as interest income. For the year ended December 31, 2000, the Company did not recognize interest income on impaired loans. Interest income in the amount of $3,857 for 2000, $9,501 for 1999 and $32,424 for 1998 would have been recorded on nonperforming loans if they had been classified as performing. The Company recorded $2,490, $2,733 and $4,796 of interest income on nonperforming loans during 2000, 1999 and 1998, respectively. The following is a summary of the allowance for loan losses for the three years ended December 31, 2000: 2000 1999 1998 ---------- ---------- ---------- Balance, beginning of year ................. $ 579,047 $ 595,762 $ 599,593 Provisions charged to operating expense .... 10,500 -- -- Recoveries on loans ........................ 303 2,938 11,370 Loans charged off .......................... (10,369) (19,653) (15,201) ---------- ---------- ---------- Balance, end of year ....................... $ 579,481 $ 579,047 $ 595,762 ========== ========== ========== -37- 39 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 5. Related Party Transactions In the ordinary course of business, loans have been made to directors and executive officers and their associates. Such loans to these related parties were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons. Loans to these related parties were approximately $2,273,824 and $2,291,812 at December 31, 2000 and 1999, respectively. The following provides an analysis of the activity with respect to loans to related parties: Balance at January 1, 2000 ................. $ 2,291,812 New loans made ............................. 1,909,805 Repayment on loans ......................... (1,927,793) ------------ Balance at December 31, 2000 ............... $ 2,273,824 ============ NOTE 6. BANK PREMISES AND EQUIPMENT Bank premises and equipment, at cost, consisted of the following as of December 31: 2000 1999 1998 ------------ ------------ ------------ Land ....................................... $ 459,386 $ 384,387 $ 384,387 Premises and leasehold improvements ......................... 1,863,020 1,811,929 1,789,144 Furniture and equipment .................... 1,341,381 1,242,411 1,216,548 Construction in progress ................... 154,808 52,704 -- ------------ ------------ ------------ 3,818,595 3,491,431 3,390,079 Less accumulated depreciation and amortization ....................... 2,268,661 2,383,132 2,276,711 ------------ ------------ ------------ Total .............................. $ 1,549,934 $ 1,108,299 $ 1,113,368 ============ ============ ============ Depreciation and amortization expense included in non-interest expense was $161,122 in 2000, $129,296 in 1999, and $165,247 in 1998. -38- 40 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7. Deposits Deposit account balances at December 31, 2000 and 1999, are summarized as follows: 2000 1999 ------------ ------------ Non-interest bearing ....................... $ 25,925,833 $ 23,803,087 Interest bearing demand .................... 15,374,416 15,964,721 Savings deposits ........................... 9,357,554 9,399,019 Time deposits .............................. 20,660,679 21,267,540 ------------ ------------ $ 71,318,482 $ 70,434,367 ============ ============ Time deposits maturing in years ending December 31, as of December 31, 2000: 2001 ...................................... $ 19,363,604 2002 ...................................... 412,541 2003 ...................................... 771,629 2004 ...................................... 112,905 ------------ $ 20,660,679 ============ The Bank held related party deposits of approximately $2,345,000 and $1,572,000 at December 31, 2000 and 1999. Note 8. Employee Benefit Plan The Bank maintains a 401(k) Savings Plan available to employees with over one year of service. The Bank matches 50% of the salary deferral, up to a maximum of 3% of compensation for 2000 and 1999, which becomes vested after five years of service. Total contributions to the plan by the Bank were $19,050 for 2000 and $19,735 for 1999. The Bank has a non-qualified deferred compensation plan for certain executives of the Company. The total deferred compensation expense for 2000 and 1999 was $52,717 and $12,384, respectively. -39- 41 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 9. Lease Commitments The Company leases land, buildings, and equipment under cancelable and noncancelable leases. The leased properties are used primarily for banking purposes. Future minimum payments, by year and in the aggregate, for noncancelable operating leases with initial or remaining terms of one year or more consisted of the following at December 31, 2000: YEAR ENDING AMOUNT ---------- 2001 ...................................... $ 52,089 2002 ...................................... 45,871 2003 ...................................... 40,771 2004 ...................................... 35,671 2005 ...................................... 35,671 ---------- Total future minimum lease payments ....... $ 210,073 ========== All leases contain options to extend the lease term upon expiration and will probably be exercised. The total rental expense on operating leases for the years ended December 31, 2000, 1999, and 1998, amount to $70,443, $68,360 and $63,409, respectively. One of the Bank's branch offices is leased from a corporation which is owned by a shareholder and director of the Bank. Lease expense related to this property totaled $20,671 for the 2000, 1999 and 1998 fiscal years. Note 10. Other Operating Expenses The composition of other operating expenses for each of the three years for the period ended December 31 are as follows: 2000 1999 1998 ---------- ---------- ---------- FDIC and Louisiana assessments ............. $ 31,602 $ 26,948 $ 24,707 Advertising ................................ 80,123 56,479 63,622 Office supplies ............................ 80,582 82,594 70,465 Postage .................................... 56,450 57,560 56,269 Insurance .................................. 11,730 15,503 12,727 ATM expenses ............................... 34,691 35,940 27,029 Director fees .............................. 101,200 92,650 87,700 Other ...................................... 345,046 371,221 325,374 ---------- ---------- ---------- $ 741,424 $ 738,895 $ 667,893 ========== ========== ========== -40- 42 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 11. Income Taxes Income tax expense includes amounts currently payable and amounts deferred to or from other years as a result of differences in the timing of recognition of income and expense for financial reporting and federal tax purposes. The components of income tax expense are as follows: 2000 1999 1998 ---------- ---------- ---------- Current federal income tax expense ............................. $ 438,945 $ 376,331 $ 418,969 Deferred federal income tax expense (benefit) ................... (12,617) 26,602 (11,073) ---------- ---------- ---------- $ 426,328 $ 402,933 $ 407,896 ========== ========== ========== Included in shareholders' equity: Deferred tax expense (benefit) related to the change in net unrealized gain (loss) on securities available for sale .................. $ 295,051 $ (417,266) $ 80,246 ========== ========== ========== -41- 43 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The reconciliation of the federal statutory income tax rate to the Company's effective rate is summarized as follows for the years ended December 31: 2000 1999 1998 -------------------------- --------------------------- --------------------------- AMOUNT RATE AMOUNT RATE AMOUNT RATE ---------- ---------- ---------- ---------- ---------- ---------- Tax based on federal statutory rate .... $ 554,059 34.0% $ 506,083 34.0% $ 481,360 34.0% Effect of tax- exempt income ..... (140,929) (8.6) (116,718) (7.8) (82,593) (5.8) Other ................ 13,198 .8 13,568 .9 9,129 .6 ---------- ---------- ---------- ---------- ---------- ---------- $ 426,328 26.2% $ 402,933 27.1% $ 407,896 28.8% ========== ========== ========== ========== ========== ========== Deferred income taxes are based on differences between the bases of assets and liabilities for financial statement purposes and tax reporting purposes. The tax effects of the cumulative temporary differences which create deferred tax assets and liabilities are as follows: 2000 1999 ---------- ---------- Deferred tax assets: Allowance for loan losses ............... $ 17,592 $ 14,022 Deferred executive compensation ......... 34,254 16,331 Net unrealized loss on available for sale securities .................. -- 285,291 Other ................................... 5,569 5,141 ---------- ---------- Total deferred tax assets .............. 57,415 320,785 ---------- ---------- Deferred tax liabilities: Net unrealized appreciation on available for sale securities ..... 9,760 -- Accumulated depreciation ................ 37,624 28,322 ---------- ---------- Total deferred tax liabilities ....... 47,384 28,322 ---------- ---------- Net deferred tax asset ..................... $ 10,031 $ 292,463 ========== ========== Management estimates realizability of a deferred tax asset based on the Company's ability to generate taxable income in the future. A deferred tax valuation reserve is established, if needed, to limit the net deferred tax asset to its realizable value. Note 12. Earnings Per Share The earnings per share computations are based on weighted average number of shares outstanding during each year of 117,673, 117,884 and 118,965 for the years ended December 31, 2000, 1999 and 1998, respectively. -42- 44 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 13. Financial Instruments Generally accepted accounting principles require disclosure of fair value information about financial instruments for which it is practicable to estimate fair value, whether or not the financial instruments are recognized in the financial statements. When quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The derived fair value estimates cannot be substantiated through comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Certain financial instruments and all non-financial instruments are excluded from these disclosure requirements. Further, the disclosures do not include estimated fair values for items which are not financial instruments but which represent significant value to the Bank, among them, core deposit intangibles, loan servicing rights and other fee-generating businesses. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The carrying amount of cash and short-term investments and demand deposits approximates the estimated fair value of these financial instruments. The estimated fair value of securities is based on quoted market prices, dealer quotes and prices obtained from independent pricing services. The estimated fair value of loans and interest bearing deposits is based on present values using applicable risk-adjusted spreads to the appropriate yield curve to approximate current interest rates applicable to each category of these financial instruments. Interest rates were not adjusted for changes in credit risk of performing commercial loans for which there are no known credit concerns. Management segregates loans into appropriate risk categories and believes the risk factor embedded in the interest rates results in a fair valuation of these loans on an entry-value basis. Variances between the carrying amount and the estimated fair value of loans reflect both credit risk and interest rate risk. The Bank is protected against changes in credit risk by the allowance for possible loan losses of $579,481 at December 31, 2000. The fair value estimates presented are based on information available to management as of December 31, 2000. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, these amounts have not been revalued for purposes of these financial statements since that date. Therefore, current estimates of fair value may differ significantly from the amounts presented. None of the assets or liabilities included in the table below are held for trading purposes. The Bank issues financial instruments in the normal course of business to meet the financing needs of its customers and to reduce exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and letters of credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized on the balance sheet. -43- 45 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CARRYING FAIR AMOUNT VALUE ------------ ------------ ASSETS Cash equivalents ......................... $ 11,675,623 $ 11,675,623 Interest-bearing deposits with banks ..... $ 298,000 $ 298,000 Securities held to maturity .............. $ 4,896,244 $ 4,928,531 Securities available for sale ............ $ 31,067,441 $ 31,067,441 Commercial loans ......................... $ 6,946,020 $ 6,878,000 Consumer loans ........................... $ 5,122,190 $ 4,983,000 Real estate loans ........................ $ 20,591,398 $ 20,733,000 LIABILITIES Demand deposits .......................... $ 25,925,833 $ 25,925,833 NOW accounts ............................. $ 12,772,402 $ 12,772,402 Money market accounts .................... $ 2,602,014 $ 2,602,014 Savings .................................. $ 9,357,554 $ 9,357,554 Time Deposits ............................ $ 20,660,679 $ 20,702,000 Commitments to extend credit are legally binding, conditional agreements generally having fixed expiration or termination dates and specified interest rates and purposes. These commitments generally require customers to maintain certain credit standards. Collateral requirements and loan-to-value ratios are the same as those for funded transactions and are established based on management's credit assessment of the customer. Commitments may expire without being drawn upon. Therefore, the total commitment amount does not necessarily represent future funding requirements. The Bank's experience has been that most loan commitments are drawn upon by customers. Outstanding loan commitments at December 31, 2000 were $4,631,059 and $4,303,248 at December 31, 1999. The Bank issues letters of credit and financial guarantees (standby letters of credit) whereby it agrees to honor certain financial commitments in the event its customers are unable to perform. The majority of the standby letters of credit consist of performance guarantees. Management conducts regular reviews of all outstanding standby letters of credit, and the results of these reviews are considered in assessing the adequacy of the Bank's reserve for possible loan losses. The letters of credit balance was $395,664 and $307,116 at December 31, 2000 and 1999, respectively. The Bank has not incurred any losses in its commitments in 2000 or 1999. Management does not anticipate any material losses related to these instruments. -44- 46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The estimated fair values of off-balance-sheet financial instruments are not material. A summary of the notional amounts of the Bank's financial instruments with off-balance-sheet risk at December 31, 2000 and 1999 are as follows: 2000 1999 ------------ ------------ Commitments to extend credit ............... $ 4,631,059 $ 4,303,248 Credit card arrangements ................... $ 2,193,207 $ 1,865,133 Standby letters of credit .................. $ 395,664 $ 307,116 Note 14. Regulatory Matters The Bank is subject to the dividend restrictions set forth by the Louisiana Commissioner of Financial Institutions. Under such restrictions, the Bank may not, without the prior approval of the Commissioner of Financial Institutions, declare dividends in excess of the sum of the current year and prior year earnings less dividends paid during these periods. The dividends as of December 31, 2000, that the Bank could declare without the approval of the Commissioner of Financial Institutions, amounted to $1,872,158. The Bank is also required to maintain minimum amounts of capital to total "risk weighted" assets, as defined by the banking regulators. At December 31, 2000, the Bank is required to have minimum Tier 1 risk-based, Tier 1 leverage capital, and Total capital ratios of 4%, 4% and 8%, respectively. The Bank's actual ratios at that date were 29.0%, 14.14% and 30.25%, respectively. At December 31, 1999, the Bank's actual ratios were 28.57%, 13.11%, and 29.82%, respectively. Under Section 18J of the Federal Deposit Insurance Act, which is subject to Section 23A of the Federal Reserve Act, the Bank cannot make loans, extensions of credit, repurchase agreements, investments, and advances, which exceed 10 percent of its capital stock and surplus, to an affiliate. Such loans must be collateralized by assets with market values of 100% to 130% of loan amounts, depending upon the nature of the collateral. As of December 31, 2000 and 1999, the most recent notifications from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt action. To be categorized as well capitalized, the Bank must maintain minimum Total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as indicated above. There are no conditions or events since those notifications that management believes have changed the Bank's category. -45- 47 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 15. American Bancorp, Inc. (Parent Company Only) The following financial statements of American Bancorp, Inc. (Parent Company Only) include the Bank under the equity method of accounting. BALANCE SHEETS DECEMBER 31, ------------------------------ 2000 1999 ------------ ------------ ASSETS Cash on deposit with subsidiary .................... $ 26,850 $ 32,370 Investment in subsidiary ........................... 11,044,124 9,467,820 Due from American Bank ............................. 28,013 33,110 ------------ ------------ Total assets ................................... $ 11,098,987 $ 9,533,300 ============ ============ LIABILITIES Accrued income taxes payable ....................... $ 22,528 $ 27,625 ------------ ------------ Total liabilities .............................. 22,528 27,625 ------------ ------------ SHAREHOLDERS' EQUITY Common stock: $5 par value, 10,000,000 shares authorized; 120,000 shares issued, 117,630 and 117,712 shares outstanding, respectively ....... 600,000 600,000 Surplus ............................................ 2,150,000 2,150,000 Retained earnings .................................. 8,442,150 7,438,877 Net unrealized gain (loss) on securities available for sale, net of tax of $9,760 and $(285,291), respectively ................... 18,946 (553,801) Treasury stock, 2,370 and 2,288 shares at cost, respectively .......................... (134,637) (129,401) ------------ ------------ Total shareholders' equity ..................... 11,076,459 9,505,675 ------------ ------------ Total liabilities and shareholders' equity ..... $ 11,098,987 $ 9,533,300 ============ ============ -46- 48 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS American Bancorp, Inc. (Parent Company Only) STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, ---------------------------------------------- 2000 1999 1998 ------------ ------------ ------------ Income: Dividends from bank subsidiary .......... $ 213,500 $ 230,000 $ 216,134 ------------ ------------ ------------ Expenses: Directors fees .......................... 12,000 12,000 8,400 Other expenses .......................... 1,801 1,057 967 ------------ ------------ ------------ 13,801 13,057 9,367 ------------ ------------ ------------ Earnings before income taxes and equity in undistributed earnings of subsidiary .................. 199,699 216,943 206,767 Provision for income taxes ................. -- -- -- ------------ ------------ ------------ Earnings before equity in undistributed earnings of subsidiary .............................. 199,699 216,943 206,767 Equity in undistributed earnings of subsidiary .................. 1,003,557 868,602 801,101 ------------ ------------ ------------ Net income ........................... $ 1,203,256 $ 1,085,545 $ 1,007,868 ============ ============ ============ -47- 49 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS American Bancorp, Inc. (Parent Company Only) STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, ------------------------------------------------ 2000 1999 1998 ------------ ------------ ------------ OPERATING ACTIVITIES Net income .................................... $ 1,203,256 $ 1,085,545 $ 1,007,868 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiary ............ (1,003,557) (868,602) (801,101) (Increase) decrease in other assets ..... 5,097 (12,779) (8,769) Increase (decrease) in income taxes payable ........................... (5,097) 12,779 8,769 ------------ ------------ ------------ Net cash provided by operating activities .............. 199,699 216,943 206,767 ------------ ------------ ------------ FINANCING ACTIVITIES Dividends paid to shareholders ................ (199,983) (170,683) (148,134) ------------ ------------ ------------ Net cash used by financing activities .............. (199,983) (170,683) (148,134) ------------ ------------ ------------ INVESTING ACTIVITIES Purchase of treasury stock .................... (5,236) (44,706) (82,681) ------------ ------------ ------------ Net cash used by investing activities ............... (5,236) (44,706) (82,681) ------------ ------------ ------------ Increase (decrease) in cash and cash equivalents ............... (5,520) 1,554 (24,048) Cash and cash equivalents at beginning of year ............................. 32,370 30,816 54,864 ------------ ------------ ------------ Cash and cash equivalents at end of year ................................... $ 26,850 $ 32,370 $ 30,816 ============ ============ ============ -48- 50 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 16. Concentrations of Credit Risk Substantially, all of the Bank's loans, commitments and standby letters of credit have been granted to customers in the Bank's market area of South Louisiana. Investments in state and municipal securities also involve governmental entities within the Bank's market area. The concentrations of credit by type of loan are set forth in Note 4. The distribution of commitments to extend credit approximates the distribution of loans outstanding. Standby letters of credit were granted primarily to commercial borrowers. The Bank, as a matter of policy, does not extend credit to any single borrower or group of related borrowers in excess of $1,375,000. At December 31, 2000, the Bank has loans outstanding to multiple numbers of borrowers engaged in the medical industry and the legal profession. The loans to the medical industry were approximately $7,126,000, while the loans to the legal profession were approximately $3,177,000. There were no significant nonperforming loans outstanding in these two concentrations. Note 17. Contingencies In the ordinary course of business, the Bank has various outstanding commitments and contingent liabilities that are not reflected in the accompanying consolidated financial statements. In addition, the Bank is a defendant in certain claims and legal actions arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material adverse effect on the consolidated financial condition of the Bank. -49- 51 OFFICERS AND DIRECTORS OF AMERICAN BANK & TRUST COMPANY CHAIRMAN OF THE BOARD AND PRESIDENT Salvador L. Diesi, Sr. CHIEF EXECUTIVE OFFICER AND EXECUTIVE VICE-PRESIDENT Ronald J. Lashute SENIOR VICE-PRESIDENT Walter J. Champagne, Jr. VICE-PRESIDENTS Charlene Louviere Joan T. Muller, Chief Angel Powell Financial Officer, Mark J. LeBlanc Cashier ASSISTANT VICE-PRESIDENTS David Gremillion Christopher Choate J. Karla Manuel ASSISTANT CASHIERS Elaine D. Ardoin Elizabeth Miller DeAnna Cox Bonnie Pavy Sally Hooks Stephanie Richard Cindy Whitmore DIRECTORS Jasper Artall Salvador L. Diesi, Sr. Walter J. Champagne, Jr. Alvin Haynes II Attaway Darbonne Charles Jagneaux J. C. Diesi Sylvia Sibille OFFICES LOCATED IN OPELOUSAS KROTZ SPRINGS LAFAYETTE PORT BARRE LAWTELL -50- 52 OFFICERS AND DIRECTORS OF AMERICAN BANCORP, INC. CHAIRMAN OF THE BOARD AND PRESIDENT Salvador L. Diesi, Sr. SECRETARY/TREASURER Ronald J. Lashute BOARD OF DIRECTORS OCCUPATION AND MAIN AFFILIATION Jasper J. Artall Farmer. Walter J. Champagne, Jr. Farmer. J.C. Diesi Automobile Dealer; Diesi Pontiac-Cadillac-Buick, Inc. Salvador L. Diesi, Sr. Chairman of the Board and President, American Bancorp, Inc. and American Bank & Trust Company; Gas Station, Convenience Store, and Video Poker; Little Capitol of Louisiana, Inc.; Commercial real estate, farming interest; and Attorney-At-Law. Ronald J. Lashute Chief Executive Officer and Executive Vice President of American Bank & Trust Company and Secretary/Treasurer of American Bancorp, Inc. -51- 53 BLANK