EXHIBIT 13.1 [AMERICAN BANCORP, INC. LOGO] - -------------------------------------------------------------------------------- 2001 ANNUAL REPORT AMERICAN BANCORP, INC. POST OFFICE BOX 1819 OPELOUSAS, LOUISIANA 70571-1819 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 45 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 <Table> <Caption> DIVIDENDS YEAR QUARTER HIGH LOW PER SHARE ---- ------- ----- ---- --------- 2001 First $ 71 $ 71 $ -- Second 74 74 -- Third 76 76 -- Fourth 80 80 2.00 2000 First $ 61 $ 61 $ -- Second 62 62 -- Third 64 64 -- Fourth 68 30 1.70 </Table> 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 508 shareholders of record at December 31, 2001. 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 10, 2002 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 1819, Opelousas, Louisiana 70571-1819. -1- FINANCIAL SUMMARY (In thousands of dollars except per share data and ratios) <Table> <Caption> 2001 2000 1999 ------------ ------------ ------------ FOR THE YEAR Net income ..................................... $ 1,136 $ 1,203 $ 1,086 Return on average shareholders' equity ......... 9.59% 11.91% 11.38% Return on average total assets ................. 1.35% 1.54% 1.42% AT YEAR END Total assets ................................... $ 91,590 $ 82,760 $ 80,232 Total earning assets ........................... $ 83,525 $ 73,116 $ 71,670 Total loans .................................... $ 37,146 $ 32,080 $ 28,253 Total deposits ................................. $ 78,688 $ 71,318 $ 70,434 Total shareholders' equity ..................... $ 12,265 $ 11,076 $ 9,506 Common shares outstanding ...................... 116,589 117,630 117,712 PER SHARE Net income ..................................... $ 9.71 $ 10.23 $ 9.21 Book value ..................................... $ 105.20 $ 94.16 $ 80.75 Cash dividends declared ........................ $ 2.00 $ 1.70 $ 1.45 CAPITAL RATIOS Total risk-based capital ratio ................. 28.41% 30.25% 29.82% Leverage ratio ................................. 14.14% 14.14% 13.11% </Table> -2- CONTENTS <Table> <Caption> PAGE Financial Summary.................................................................................................... 2 A Message to the Shareholders........................................................................................ 4 Management's Discussion and Analysis of Financial Condition and Results of Operations................................ 5 - 27 Independent Auditors' Report ....................................................................................... 28 Consolidated balance sheets.......................................................................................... 29 and 30 Consolidated statements of income.................................................................................... 31 Consolidated statements of changes in shareholders' equity........................................................... 33 and 34 Consolidated statements of cash flows................................................................................ 35 and 36 Notes to consolidated financial statements........................................................................... 37 - 56 Selected quarterly financial data (unaudited)........................................................................ 57 Officers and directors of American Bank & Trust Company.............................................................. 59 Officers and directors of American Bancorp, Inc...................................................................... 60 </Table> -3- TO THE SHAREHOLDERS We are proud to report to you another successful year for American Bancorp, Inc. and its sole subsidiary, American Bank & Trust Company. Our growth and income goals were both achieved this past year. Average assets grew 7.57% and were $83,859,057 at year end. Net income was $1,135,999, down only $67,257 from our record year earnings in 2000. As a result of earnings, return on average assets was 1.35% and return on equity was 9.59%. Earnings per share this past year was $9.71, as compared to $10.23 for 2000. The company's book value per share increased to $105.20 at year end compared to $94.16 at the end of 2000. Cash dividends declared and paid to shareholders in 2001 was $2.00 per share, an increase of more than 17% over the 2000 dividend. As the Bank's assets continued to grow in 2001, the quality of the assets remains remarkably good. Nonperforming assets remained low at $32,199 or less than 0.04% of total assets at year end, and net charged off loans were only 0.05% of average total loans. The Bank also remains well capitalized with a very healthy leverage capital ratio of 14.14%. Construction of the new Lafayette location on Moss Street was completed and the facility opened in July of 2001. Technological enhancements were continued throughout the year. On behalf of the Board of Directors, management and employees, we pledge to continue to meet your expectations and thank you for the opportunity to serve you. /s/ SALVADOR L. DIESI Salvador L. Diesi, Sr., Chairman of the Board and President /s/ RONALD J. LASHUTE Ronald J. Lashute, Chief Executive Officer and Executive Vice-President -4- 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) <Table> <Caption> YEAR ENDED DECEMBER 31, ------------------------------------------------------------------ 2001 2000 1999 1998 1997 ---------- ---------- ---------- ---------- ---------- Operating Data: Interest income ...................... $ 5,326 $ 5,210 $ 4,819 $ 4,657 $ 4,483 Interest expense ..................... 1,530 1,545 1,511 1,446 1,398 ---------- ---------- ---------- ---------- ---------- Net interest income .................. 3,796 3,665 3,308 3,211 3,085 Provision for possible loan losses ............................ 42 11 -- -- -- ---------- ---------- ---------- ---------- ---------- Net interest income after provision for loan losses ......... 3,754 3,654 3,308 3,211 3,085 Non-interest income .................. 665 695 693 612 606 Non-interest expense ................. 2,904 2,720 2,512 2,407 2,339 ---------- ---------- ---------- ---------- ---------- Net income before taxes .............. 1,515 1,629 1,489 1,416 1,352 Provision for income taxes ........... 379 426 403 408 405 ---------- ---------- ---------- ---------- ---------- Net income ........................... $ 1,136 $ 1,203 $ 1,086 $ 1,008 $ 947 ========== ========== ========== ========== ========== Per share data: Weighted average number of shares outstanding ................ 117,016 117,673 117,884 118,965 119,997 Net income ........................... $ 9.71 $ 10.23 $ 9.21 $ 8.47 $ 7.90 Cash dividends declared .............. $ 2.00 $ 1.70 $ 1.45 $ 1.25 $ 1.10 Book value at end of year ............ $ 105.20 $ 94.16 $ 80.75 $ 79.75 $ 70.96 Selected year-end balances: Loans ................................ $ 37,751 $ 32,659 $ 28,832 $ 28,058 $ 28,435 Deposits ............................. $ 78,688 $ 71,318 $ 70,434 $ 63,819 $ 55,857 Equity ............................... $ 12,265 $ 11,076 $ 9,505 $ 9,446 $ 8,512 Total assets ......................... $ 91,590 $ 82,760 $ 80,232 $ 73,666 $ 64,621 Selected average balances: Average assets ....................... $ 83,859 $ 77,954 $ 76,452 $ 68,472 $ 64,384 Average shareholders' equity ......... $ 11,846 $ 10,104 $ 9,536 $ 8,942 $ 8,099 Selected ratios: Return on average assets ............. 1.35% 1.54% 1.42% 1.47% 1.47% Return on average shareholders' equity ............................. 9.59% 11.91% 11.38% 11.27% 11.70% Dividend payout to net income per share ......................... 20.60% 16.62% 15.74% 14.76% 13.92% Average equity/average assets ........ 14.13% 12.96% 12.47% 13.06% 12.58% Tier 1 risk-based capital ratio ...... 27.16% 29.00% 28.57% 27.47% 26.13% Total risk-based capital ratio ....... 28.41% 30.25% 29.82% 28.72% 27.38% Leverage ratio ....................... 14.14% 14.14% 13.11% 13.36% 12.97% </Table> -5- 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 $1,135,999 in 2001 compared to $1,203,256 in 2000 and $1,085,544 in 1999. Interest income has increased over the last three years. The increase for 2001 was $.116 million and an increase of $.391 million from 1999 to 2000. Interest expense decreased in 2001. The decrease for 2001 was $.015 million and an increase of $.033 million from 1999 to 2000. Net income before taxes decreased in 2001 by $.144 million from 2000. It increased $.141 million from 1999 to 2000. Overall net income has been fairly consistent over the three year period. Average total assets continue to increase. These assets have grown 7.6%, 2.0% and 11.7% in 2001, 2000 and 1999, respectively. This increase is a result of the growth in all categories of deposits in 2001 as compared to 2000 and the growth of interest bearing demand deposits and non-interest bearing demand deposits in 2000. Non-interest bearing demand deposits increased $1.855 million in 2001 or 7% over the 2000 balance and an increase of $1.638 million in 2000 or 7% over the 1999 balance. Interest bearing demand deposits increased $.647 million in 2001 or 4% over the 2000 balance and an increase of $.792 million in 2000 or 7% over the 1999 balance. Savings deposits increased $1.268 million in 2001 or 14% over the 2000 balance and a decrease of $.498 million in 2000 or 5% over the 1999 balance. Time deposits increased $3.600 million or 17% in 2001 over the 2000 amounts and decreased $1.061 million or 5% in 2000 over the 1999 amounts. The year end balance sheet reflects an increase of $8.830 million or 11% in total assets. Federal funds sold increased $4.150 million or 87% from 2000. Securities available for sale reflected an increase of $3.982 million or 13% from 2000. During the same period, net loans increased by $5.065 million or 16%. In addition, total deposits increased $7.369 million or 10% in comparing 2001 to 2000. For the same period, there was an increase of $1.188 million in stockholders' equity or 11% in comparing 2001 to 2000. STATEMENT OF INCOME ANALYSIS Net interest income on a taxable-equivalent basis was $5.559 million in 2001, an increase of $.136 million, or 3% compared to 2000. In 2000, net interest income was $3.878 million, an increase of $.379 million or 11% over the prior year. The net interest margin for 2001 was 5.2% compared to 5.4% in 2000 and 5.0% for 1999. 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 short-term investments had a positive effect on the change in net interest margin from 2000 to 2001. However, this effect was partially negated by the decrease in average rates of short-term investments, loans, and securities available for sale. The decrease in the average rates on demand, time and savings deposits also had a positive impact on the change in the net interest margin from 2000 to 2001. PROVISION FOR POSSIBLE LOAN LOSSES. The provision for possible loan losses was $42,000 in 2001, $10,500 in 2000 and -0- in 1999. The provision increased $31,500 or 300% from 2000 to 2001. The increase from 1999 to 2000 was $10,500. As a percentage of outstanding loans, the allowance for possible loans losses was 1.6%, 1.8% and 2.0% at December 31, 2001, 2000 and 1999, 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- NON-INTEREST INCOME. Non-interest income decreased only $31,000 or 4% from 2000 to 2001. There was an increase of $3,000 or less than .5% from 1999 to 2000. The Bank's management realizes that non-interest income will become increasingly important as deregulation continues to impact the net interest margin; therefore, we are 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 $184,000 or 7% in 2001 from 2000. The increase from 1999 to 2000 was $208,000 or 8%. There is no one particular expense category that has experienced a large increase in 2001. The increase is spread over a large number of accounts, with the largest individual increases being in employee salaries in the amount of $49,000 and employee medical insurance in the amount of $36,000. In comparing 2001 to 2000 and 1999, there were immaterial variances between years. These increases are mainly due to increases in overall salaries and insurance expense for the three year period. INCOME TAXES. The Company recorded income tax expense of $379,201 in 2001 compared to $426,328 in 2000 and $402,933 in 1999. Income tax expense decreased $47,000 in 2001 or 11%. There was an increase in 2000 of $23,000 or 6% over 1999. Net future deductible temporary differences at December 31, 2001 was $89,366. The allowance for loan losses represents $31,872 and the deferred executive compensation represents $51,496 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 $89,366. The primary deferred liability as of December 31, 2001 is related to accumulated depreciation in the amounts of $56,365. 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 $33,001 is included in other assets at December 31, 2001. BALANCE SHEET AND CAPITAL FUNDS ANALYSIS Investment securities are a major use of funds by the Bank. The balance at December 31, 2001 was $37,355,276 which represented a $1,391,591 or 4% increase from the $35,963,685 balance outstanding at December 31, 2000. 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 (30%) at December 31, 2001, this is less than the 2000 pledged percentage of 39%. The amount of public funds on deposit has decreased slightly during the past year and management anticipates this source of deposits will not grow substantially in the future. The Bank's primary use of funds is to meet loan demand. Loans, net of unearned income, were $37,750,770 at December 31, 2001, compared to $32,659,608 at December 31, 2000. This $5,091,162 or 16% increase is the result of increased market share in the market area. -7- 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, 2001, total deposits increased $7,369,453 or 10% from December 31, 2000. The most significant change in deposits from 2000 to 2001 was the increase in interest bearing deposit accounts of $5,514,939 or 12%. The increase in interest bearing accounts is attributable to an increase in personal savings accounts of $1,268,168, an increase in individual and commercial certificates of deposits with balances greater than $100,000 of $2,131,852, and an increase in individual and commercial certificates of deposits with balances less than $100,000 of $1,467,962. Shareholders' equity increased $1,188,261 or 11% from December 31, 2000 to December 31, 2001. Retained earnings increased $902,751 or 11% in 2001. The accumulated other comprehensive income increased $363,616 from December 31, 2000 to December 31, 2001 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 $233,248 or $2.00 per share in 2001 and $199,983 or $1.70 per share in 2000. Dividends of $170,683 or $1.45 per share were declared in 1999. There were 1,041 shares of treasury stock purchased in 2001. This brings the total of treasury stock owned to 3,411 with a cost of $212,743. The Holding Company plans to continue buying treasury stock as shares become available. 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, 2001 were $32,199. There was an insignificant change from 2000 to 2001 in nonperforming assets. There was a significant decrease of $75,106 or 69% in the balance from 1999 to 2000. 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, 2001. 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 $7,740 at December 31, 2001 and $-0- at December 31, 2000. The allowance for loan losses related to these loans was $2,000 and $-0- at December 31, 2001 and 2000, respectively. -8- 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 2001, the Parent Company received $321,300 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 28.41% at year end 2001 and 30.25% at year end 2000. Leverage ratios were 14.14% and 14.14% at December 31, 2001 and 2000, respectively. The Bank presently meets or exceeds all required risk-based capital standards and anticipates no difficulty in maintaining those standards. 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, 2001. -9- 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. The effect of an increase in 200 basis points, as reflected in Table 14, from the December 31, 2001 rates would be a reduction of $.532 million or 3.89% in total market value of stockholders' equity. A decrease of 200 basis points from December 31, 2001 would result in an increase of $.154 million or 1.13% increase in the market value of the stockholders' equity. The effect on earnings is also reflected in Table 14. A 200 basis point increase on the projected assets and liabilities outstanding as of December 31, 2002 would result in an increase in net income of $.234 million or a 6.24% increase in net income. A 200 basis point decrease in the assets and liabilities projected at December 31, 2002 would have the opposite effect and would result in a decrease of net income in the amount of $.277 million or 7.4% decrease in net interest income. -10- 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- -12- TABLE 1 SUMMARY OF CONSOLIDATED NET INTEREST INCOME Fully taxable equivalent basis (In thousands) <Table> <Caption> 2001 --------------------------------------------- AVERAGE AVERAGE BALANCE INTEREST RATE ----------- ----------- ----------- ASSETS Short-term investments $ 5,511 $ 221 4.01% Loans, net of unearned income(1)(2) 35,534 3,116 8.77 Securities available for sale(1)(3) 32,422 2,016 6.22 Securities held to maturity 3,408 206 6.04 ----------- ----------- Total interest earning assets 76,875 5,559 7.23% ----------- ----------- Allowance for possible loan losses (598) Cash and due from banks 4,835 Other assets 2,747 ----------- Total assets $ 83,859 =========== LIABILITIES Interest bearing demand deposits $ 11,158 $ 196 1.76% Savings deposits 10,375 258 2.49 Time deposits 22,677 1,076 4.74 Short-term borrowings -- -- -- ----------- ----------- Total interest bearing liabilities 44,210 1,530 3.46% ----------- ----------- Non-interest bearing demand deposits 27,114 Other liabilities 689 ----------- Total liabilities 72,013 SHAREHOLDERS' EQUITY Shareholders' equity 11,846 ----------- Total liabilities and shareholders' equity $ 83,859 =========== Total interest expense related to earning assets 1.99% ----------- Net interest income $ 4,029 =========== Net interest margin 5.24% =========== </Table> (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 2001, 2000, and 1999. (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. -13- <Table> <Caption> 2000 1999 - ----------------------------------------------- ----------------------------------------------- AVERAGE AVERAGE AVERAGE AVERAGE BALANCE INTEREST RATE BALANCE INTEREST RATE - ------------ ------------ ------------ ------------ ------------ ------------ $ 4,455 $ 268 6.02% $ 9,782 $ 492 5.03% 29,974 2,777 9.26 26,880 2,450 9.11 33,193 2,138 6.44 28,672 1,781 6.21 4,091 240 5.87 4,689 288 6.14 - ------------ ------------ ------------ ------------ 71,713 5,423 7.56% 70,023 5,011 7.16% ------------ ------------ ------------ ------------ (572) (592) 4,814 4,912 1,999 2,109 - ------------ ------------ $ 77,954 $ 76,452 ============ ============ $ 11,630 $ 237 2.04% $ 10,838 $ 211 1.95% 9,216 248 2.69 9,714 263 2.71 20,969 1,060 5.06 22,030 1,038 4.71 -- -- -- -- -- -- - ------------ ------------ ------------ ------------ 41,815 1,545 3.69% 42,582 1,512 3.55% ------------ ------------ ------------ ------------ 25,600 23,962 435 372 - ------------ ------------ 67,850 66,916 10,104 9,536 - ------------ ------------ $ 77,954 $ 76,452 ============ ============ 2.15% 2.16% ------------ ------------ $ 3,878 $ 3,499 ============ ============ 5.41% 5.00% ============ ============ </Table> -14- TABLE 2 RATE/VOLUME ANALYSIS Fully taxable equivalent basis (In thousands) <Table> <Caption> YEAR ENDED DECEMBER 31, ------------------------------------------ 2001/2000 ------------------------------------------ INCREASE (DECREASE) DUE TO CHANGE IN:(1) -------------------------- AVERAGE AVERAGE NET BALANCE RATE CHANGE ---------- ---------- ---------- Interest income: Short-term investments .................. $ 53 $ (100) $ (47) Loans, net of unearned income ........... 501 (162) 339 Securities available for sale ........... (49) (73) (122) Securities held to maturity ............. (41) (7) (34) ---------- ---------- ---------- Total interest income ................ 464 (328) 136 ---------- ---------- ---------- Interest expense: Demand deposits ......................... (9) (32) (41) Savings deposits ........................ 30 (20) 10 Time deposits ........................... 84 (68) 16 Short-term borrowing .................... -- -- -- ---------- ---------- ---------- Total interest expense ............... 105 (120) (15) ---------- ---------- ---------- Taxable-equivalent net interest income ..... $ 359 $ (208) $ 151 ========== ========== ========== </Table> (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. -15- <Table> <Caption> YEAR ENDED DECEMBER 31, ------------------------------------------ 2000/1999 ------------------------------------------ INCREASE (DECREASE) DUE TO CHANGE IN:(1) -------------------------- AVERAGE AVERAGE NET BALANCE RATE CHANGE ---------- ---------- ---------- $ (294) $ 70 $ (224) 284 43 327 286 71 357 (36) (12) (48) ---------- ---------- ---------- 240 172 412 ---------- ---------- ---------- 16 10 26 (13) (2) (15) (52) 74 22 -- -- -- ---------- ---------- ---------- (49) 82 33 ---------- ---------- ---------- $ 289 $ 90 $ 379 ========== ========== ========== </Table> -16- TABLE 3 SECURITIES PORTFOLIO (In thousands) <Table> <Caption> DECEMBER 31, 2001 DECEMBER 31, 2000 ------------------------------------------- ------------------------------------------- HELD TO AVAILABLE HELD TO AVAILABLE MATURITY FOR SALE TOTAL MATURITY FOR SALE TOTAL ----------- ----------- ----------- ----------- ----------- ----------- U.S. Treasury ........... $ 2,306 $ -- $ 2,306 $ 4,396 $ -- $ 4,396 U.S. Government and Agencies ............. -- 14,290 14,290 500 14,413 14,913 Mortgage-Backed Securities ........... -- 9,133 9,133 -- 7,253 7,253 State and Political Subdivisions ......... -- 11,477 11,477 -- 9,252 9,252 Equity Securities ....... -- 149 149 -- 149 149 ----------- ----------- ----------- ----------- ----------- ----------- $ 2,306 $ 35,049 $ 37,355 $ 4,896 $ 31,067 $ 35,963 =========== =========== =========== =========== =========== =========== </Table> -17- -18- TABLE 4 MATURITY DISTRIBUTION AND SECURITIES PORTFOLIO YIELDS (In thousands) <Table> <Caption> AFTER AFTER ONE BUT FIVE BUT WITHIN ONE WITHIN FIVE WITHIN TEN YEAR AMT. YIELD YEARS AMT. YIELD YEARS AMT. YIELD ----------- ----------- ----------- ----------- ----------- ----------- December 31, 2001: Held to maturity: U.S. Treasury ..................... $ 1,799 6.61% $ 507 4.35% $ -- --% U.S. Government and Agencies .................... -- -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Total held to maturity ......... 1,799 6.61% 507 4.35% -- -- ----------- ----------- ----------- ----------- ----------- ----------- Available for sale: U.S. Government and Agencies .................... -- --% 11,269 5.84% 3,021 6.08% Mortgage-Backed Securities(2) ................... 2 8.71 2,417 5.36 3,766 6.16 State and Political Subdivisions(1) ................. 976 6.83 5,976 7.21 4,108 7.34 Equity Securities ................... 149 -- -- -- -- -- ----------- ----------- ----------- ----------- ----------- ----------- Total available for sale ....... 1,127 6.83% 19,662 6.14% 10,895 6.62% ----------- ----------- ----------- ----------- ----------- ----------- Total securities ............... $ 2,926 6.69% $ 20,169 6.10% $ 10,895 6.62% =========== =========== =========== =========== =========== =========== </Table> (1) Tax exempt yields are expressed on a fully taxable equivalent basis. (2) Distributed by contractual maturity without regard to repayment schedules or projected payments. -19- <Table> <Caption> AFTER TEN TOTAL YEARS AMT. YIELD AMOUNT YIELD - ------------ ------------ ------------ ------------ $ -- --% $ 2,306 6.12% -- -- -- -- - ------------ ------------ ------------ ------------ -- --% 2,306 6.12% - ------------ ------------ ------------ ------------ -- --% 14,290 5.89% 2,948 6.61 9,133 6.09 417 8.98 11,477 7.23 -- -- 149 -- - ------------ ------------ ------------ ------------ 3,365 7.03% 35,049 6.36% - ------------ ------------ ------------ ------------ $ 3,365 7.03% $ 37,355 6.34% ============ ============ ============ ============ </Table> -20- TABLE 5 LOAN PORTFOLIO The loans outstanding for the three years ended December 31, 2001 are shown in the following table according to type of loan (in thousands). <Table> <Caption> 2001 2000 1999 ---------- ---------- ---------- Commercial, financial and agricultural ......... $ 6,738 $ 6,946 $ 7,326 Real estate construction ....................... 1,690 539 949 Real estate mortgage ........................... 23,604 20,052 15,809 Installment .................................... 5,719 5,122 4,748 ---------- ---------- ---------- Total .................................. 37,751 32,659 28,832 Less: Allowance for possible loan losses ........ (605) (579) (579) Unearned income ........................... -- -- -- ---------- ---------- ---------- $ 37,146 $ 32,080 $ 28,253 ========== ========== ========== </Table> 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, 2001 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). <Table> <Caption> ONE YEAR OVER ONE OR TO OVER LESS (1) 5 YEARS 5 YEARS TOTAL ---------- ---------- ---------- ---------- Maturity of Loans: Commercial, financial and agricultural ........................... $ 4,431 $ 2,183 $ 124 $ 6,738 Real estate mortgage and construction ........................... 5,449 17,653 2,192 25,294 ---------- ---------- ---------- ---------- Total ................................. $ 9,880 $ 19,836 $ 2,316 $ 32,032 ========== ========== ========== ========== Interest Rate Sensitivity of Loans: With predetermined interest rates ........ $ 6,478 $ 18,818 $ 258 $ 25,554 With floating interest rates (2) ......... 3,402 1,018 2,058 6,478 ---------- ---------- ---------- ---------- Total ................................. $ 9,880 $ 19,836 $ 2,316 $ 32,032 ========== ========== ========== ========== </Table> (1) 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. -21- 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 collectibility of both principal and interest. Nonperforming assets totaled $32,199 at year end 2001, which was approximately the same as last year. Nonperforming assets totaled $33,923 at December 31, 2000, which was a decrease of $75,106 (69%) from December 31, 1999. The composition of nonperforming assets for the past three years are illustrated below. <Table> <Caption> 2001 2000 1999 ---------- ---------- ---------- Nonperforming loans: Loans on nonaccrual ..................... $ 7,740 $ -- $ 69,889 Restructured loans which are not on nonaccrual .......................... 24,459 33,923 39,140 ---------- ---------- ---------- Total nonperforming loans ........... 32,199 33,923 109,029 Other real estate and repossessed assets received in complete or partial satisfaction of loan obligations ............................. -- -- -- ---------- ---------- ---------- Total nonperforming assets .......... $ 32,199 $ 33,923 $ 109,029 ========== ========== ========== Loans contractually past due 90 days or more as to principal or interest but which are not on nonaccrual .............................. $ 15,871 $ 11,061 $ 8,119 ========== ========== ========== </Table> At December 31, 2001, 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 $6,515,000, while the loans to the legal profession were approximately $3,820,000. There were no significant nonperforming loans outstanding in these two concentrations. -22- TABLE 8 ALLOWANCE FOR POSSIBLE LOAN LOSSES (In Thousands) <Table> <Caption> YEAR ENDED DECEMBER 31, -------------------------------------- 2001 2000 1999 -------- -------- -------- Beginning balance ..................................... $ 579 $ 579 $ 596 -------- -------- -------- Charge-offs: Commercial, financial and agricultural loans ....... (3) (3) (13) Real estate mortgage loans ......................... -- -- -- Real estate construction loans ..................... -- -- -- Installment loans .................................. (15) (8) (7) -------- -------- -------- Total charge-offs .............................. (18) (11) (20) -------- -------- -------- Recoveries: Commercial, financial and agricultural loans ....... -- -- -- Real estate mortgage loans ......................... -- -- -- Real estate construction loans ..................... -- -- -- Installment loans .................................. 2 -- 3 -------- -------- -------- Total recoveries ............................... 2 -0- 3 -------- -------- -------- Net (charge-offs) recoveries .......................... (16) (11) (17) -------- -------- -------- Provision charged against income ...................... 42 11 - 0- -------- -------- -------- Ending balance ........................................ $ 605 $ 579 $ 579 ======== ======== ======== Net charge-offs to average loans ..................... (.05)% (.04)% (.06)% ======== ======== ======== Year-end allowance to year-end loans .................. 1.6% 1.77% 2.01% ======== ======== ======== </Table> -23- 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. <Table> <Caption> DECEMBER 31, 2001 DECEMBER 31, 2000 -------------------------- --------------------------- % OF LOANS % OF LOANS OUTSTANDING OUTSTANDING TO TOTAL TO TOTAL ALLOWANCE LOANS ALLOWANCE LOANS ---------- ----------- ---------- ---------- Commercial, financial and agricultural loans .......... $ 113 17.85% $ 115 21.27% Real estate construction ........ 8 4.48 4 1.65 Real estate mortgage loans ...... 257 62.53 236 61.40 Installment loans ............... 227 15.14 224 15.68 ---------- ---------- ---------- ---------- $ 605 100.00% $ 579 100.00% ========== ========== ========== ========== </Table> <Table> <Caption> DECEMBER 31, 1999 --------------------------- % OF LOANS OUTSTANDING TO TOTAL ALLOWANCE LOANS ---------- ---------- Commercial, financial and agricultural loans ........... $ 120 25.41% Real estate construction ........ 5 3.29 Real estate mortgage loans ...... 238 54.83 Installment loans ............... 216 16.47 ---------- ---------- $ 579 100.00% ========== ========== </Table> -24- TABLE 10 DEPOSITS The following table presents the average balance and an average rate paid on deposits (in thousands): <Table> <Caption> DECEMBER 31, ------------------------------------------------------------------------------------- 2001 2000 1999 ------------------------- ------------------------- ------------------------- AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE AVERAGE BALANCE RATE BALANCE RATE BALANCE RATE ---------- ---------- ---------- ---------- ---------- ---------- Non-interest bearing demand deposits ............ $ 27,114 --% $ 25,600 --% $ 23,962 --% Interest bearing demand deposits ............ 11,158 1.76 11,630 2.04 10,838 1.95 Savings deposits ............. 10,375 2.49 9,216 2.69 9,714 2.71 Time deposits ................ 22,677 4.74 20,969 5.06 22,030 4.71 Short-term borrowings ........ -- -- -- -- -- -- ---------- ---------- ---------- Total ................. $ 71,324 $ 67,415 $ 66,544 ========== ========== ========== </Table> 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): <Table> <Caption> DECEMBER 31, ---------------------------------------- 2001 2000 1999 ---------- ---------- ---------- Maturing in: 3 months or less ........................ $ 4,387 $ 2,961 $ 3,076 Over 3 months less than 6 months ........ 2,413 1,536 1,084 Over 6 months less than 12 months ....... 511 682 458 Over 12 months .......................... -- -- -- ---------- ---------- ---------- Total ............................... $ 7,311 $ 5,179 $ 4,618 ========== ========== ========== </Table> -25- TABLE 12 RISK-BASED CAPITAL (In thousands) <Table> <Caption> DECEMBER 31, ------------------------------ 2001 2000 ------------ ------------ Risk-weighted assets ............................. $ 43,642 $ 38,022 ============ ============ Capital: Tier I ........................................ $ 11,853 $ 11,025 Tier II ....................................... 546 475 ------------ ------------ Total capital ............................... $ 12,399 $ 11,500 ============ ============ Ratios: Tier I capital to risk-weighted assets ........ 27.16% 29.00% Tier II capital to risk-weighted assets ....... 1.25 1.25 ------------ ------------ Total capital to risk-weighted assets ....... 28.41% 30.25% ============ ============ Leverage - Tier I capital to total average assets .............................. 14.14% 14.14% ============ ============ </Table> TABLE 13 RETURN ON EQUITY AND ASSETS The following table shows consolidated operating and capital ratios for each of the last three years: <Table> <Caption> YEARS ENDED DECEMBER 31, ------------------------------------ 2001 2000 1999 -------- -------- -------- Return on average total assets ............. 1.35% 1.54% 1.42% Return on average shareholders' equity ..... 9.59% 11.91% 11.38% Dividend payout ratio ...................... 20.60% 16.62% 15.74% Average equity to average assets ratio ..... 14.13% 12.96% 12.47% </Table> -26- TABLE 14 INTEREST RATE SENSITIVITY ANALYSIS DECEMBER 31, 2001 (In thousands) <Table> <Caption> RATE +200 BP RATE -200 BP -------------------------- ------------------------- FORECAST AMOUNT % CHANGE AMOUNT % CHANGE ---------- ---------- ---------- ---------- ---------- Economic value at risk: Short-term investments ............ $ 8,925 $ 8,924 (0.01) $ 8,926 0.01 Securities ........................ 37,402 35,741 (4.44) 38,988 4.24 Net loans ......................... 39,118 37,988 (2.89) 40,268 2.94 All other assets .................. 8,126 8,126 0.00 8,126 0.00 ---------- ---------- ---------- ---------- ---------- Total assets ............. $ 93,571 $ 90,779 (2.98) $ 96,308 2.93 ========== ========== ========== ========== ========== Deposits ............................... $ 78,812 $ 77,111 (2.16) $ 80,860 2.60 Borrowed money ......................... 475 470 (1.05) 480 1.05 Other liabilities ...................... 609 55 (91.00) 1,139 87.09 ---------- ---------- ---------- ---------- ---------- Total liabilities ........ 79,896 77,636 (2.83) 82,479 3.23 Equity ................................. 13,675 13,143 (3.89 13,829 1.13 ---------- ---------- ---------- ---------- ---------- $ 93,571 $ 90,779 (2.98) $ 96,308 2.93 ========== ========== ========== ========== ========== Earnings at risk: January 1 to December 31, 2002 Short-term investments ........ $ 153 $ 340 122.22 $ 13 (91.50) Securities .................... 1,731 1,848 6.78 1,544 (10.76) Loans and leases .............. 3,070 3,333 8.57 2,825 (8.01) ---------- ---------- ---------- ---------- ---------- Interest income .......... 4,954 5,521 11.44 4,382 (11.54) ---------- ---------- ---------- ---------- ---------- Transaction deposits ................... 409 458 12.20 372 (9.03) Certificates of deposits ............... 799 1,075 34.52 547 (31.54) Borrowed money ......................... 7 15 114.29 1 (85.71) ---------- ---------- ---------- ---------- ---------- Interest expense ......... 1,215 1,548 27.45 920 (24.28) ---------- ---------- ---------- ---------- ---------- Net interest income .................... $ 3,739 $ 3,973 6.24 $ 3,462 (7.40) ========== ========== ========== ========== ========== </Table> -27- [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, 2001 and 2000, 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, 2001. 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 auditing standards generally accepted in the United States of America. 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, 2001 and 2000, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. /s/ BROUSSARD, POCHE, LEWIS & BREAUX Lafayette, Louisiana January 16, 2002 -28- AMERICAN BANCORP, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2001 AND 2000 <Table> <Caption> ASSETS 2001 2000 ------------ ------------ Cash and due from banks ............................... $ 5,321,100 $ 6,900,623 Federal funds sold .................................... 8,925,000 4,775,000 ------------ ------------ Total cash and cash equivalents .................... 14,246,100 11,675,623 Interest bearing deposits with banks .................. 99,000 298,000 Securities held to maturity (estimated market values $2,353,593 and $4,928,531, respectively) ...................................... 2,306,283 4,896,244 Securities available for sale ......................... 35,048,993 31,067,441 Loans, net of allowance for possible loan losses of $605,191 and $579,481, respectively ....................................... 37,145,579 32,080,127 Bank premises and equipment ........................... 1,770,615 1,549,934 Accrued interest receivable ........................... 583,366 665,791 Other assets .......................................... 389,764 526,902 ------------ ------------ $ 91,589,700 $ 82,760,062 ============ ============ </Table> See Notes to Consolidated Financial Statements. -29- <Table> <Caption> LIABILITIES AND SHAREHOLDERS' EQUITY 2001 2000 ------------ ------------ LIABILITIES Deposits: Non-interest bearing demand deposits ......................... $ 27,780,347 $ 25,925,833 Interest bearing deposits .................................... 50,907,588 45,392,649 ------------ ------------ Total deposits ......................................... 78,687,935 71,318,482 Accrued interest payable ........................................ 130,728 158,760 Other liabilities ............................................... 506,317 206,361 ------------ ------------ Total liabilities ...................................... 79,324,980 71,683,603 ------------ ------------ SHAREHOLDERS' EQUITY Common stock, $5 par value; 10,000,000 shares authorized; 120,000 shares issued; 116,589 and 117,630 outstanding, respectively ........ 600,000 600,000 Surplus ......................................................... 2,150,000 2,150,000 Retained earnings ............................................... 9,344,901 8,442,150 Accumulated other comprehensive income, net of tax of $197,078 and $9,760, respectively ................................................. 382,562 18,946 Treasury stock, 3,411 and 2,370 shares at cost, respectively .... (212,743) (134,637) ------------ ------------ Total shareholders' equity .............................. 12,264,720 11,076,459 ------------ ------------ $ 91,589,700 $ 82,760,062 ============ ============ </Table> -30- AMERICAN BANCORP, INC. CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 <Table> <Caption> 2001 2000 1999 ------------ ------------ ------------ Interest income: Interest and fees on loans .............. $ 3,116,156 $ 2,776,182 $ 2,433,152 Interest on investment securities- Taxable .............................. 1,544,133 1,750,951 1,556,496 Tax-exempt ........................... 445,174 414,496 338,148 Federal funds sold ...................... 210,759 230,179 411,878 Deposits with banks ..................... 10,152 38,270 79,744 ------------ ------------ ------------ Total interest income ............. 5,326,374 5,210,078 4,819,418 Interest expense: Interest on deposits .................... 1,529,594 1,545,041 1,511,660 ------------ ------------ ------------ Net interest income ........................ 3,796,780 3,665,037 3,307,758 Provision for possible loan losses ......... 42,000 10,500 -- ------------ ------------ ------------ Net interest income after provision for possible loan losses ................ 3,754,780 3,654,537 3,307,758 ------------ ------------ ------------ Non-interest income: Service charges on deposit accounts ..... 575,157 555,331 559,418 Other ................................... 89,596 140,034 133,128 ------------ ------------ ------------ Total non-interest income ......... 664,753 695,365 692,546 ------------ ------------ ------------ Non-interest expense: Salary and employee benefits ............ 1,485,574 1,395,243 1,301,324 Net occupancy expense ................... 326,033 306,870 287,674 Equipment expense ....................... 304,377 276,781 224,367 Net cost (revenue) from other real estate .......................... -- -- (40,434) Other ................................... 788,340 741,424 738,895 ------------ ------------ ------------ Total non-interest expense ........ 2,904,324 2,720,318 2,511,826 ------------ ------------ ------------ Income before income taxes ................. 1,515,209 1,629,584 1,488,478 Provision for income taxes ................. 379,210 426,328 402,933 ------------ ------------ ------------ Net income ........................ $ 1,135,999 $ 1,203,256 $ 1,085,545 ============ ============ ============ Net income per common share ................ $ 9.71 $ 10.23 $ 9.21 ============ ============ ============ </Table> See Notes to Consolidated Financial Statements. -31- -32- AMERICAN BANCORP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 <Table> <Caption> COMMON STOCK SHARES AMOUNT SURPLUS ------------ ------------ ------------ Balance, December 31, 1998 ....................... 120,000 $ 600,000 $ 2,150,000 Comprehensive income Net income for 1999 ........................... -- -- -- Other comprehensive income: Changes in unrealized holding gains (losses) on securities available for sale, net of tax of $(285,291) ....... -- -- -- Total comprehensive income ............... -- -- -- Purchase of treasury stock ....................... -- -- -- Dividends paid in 1999 ........................... -- -- -- ------------ ------------ ------------ Balance, December 31, 1999 ....................... 120,000 600,000 2,150,000 Comprehensive income Net income for 2000 ........................... -- -- -- Other comprehensive income: Changes in unrealized holding gains on securities available for sale, net of tax of $295,051 ................... -- -- -- Total comprehensive income ............... -- -- -- Purchase of treasury stock ....................... -- -- -- Dividends paid in 2000 ........................... -- -- -- ------------ ------------ ------------ Balance, December 31, 2000 ....................... 120,000 600,000 2,150,000 Comprehensive income Net income for 2001 ........................... -- -- -- Other comprehensive income: Change in unrealized holding gains on securities available for sale, net of tax of $197,071 ................... -- -- -- Total comprehensive income ............... -- -- -- Purchase of treasury stock ....................... -- -- -- Dividends paid in 2001 ........................... -- -- -- ------------ ------------ ------------ Balance, December 31, 2001 ....................... 120,000 $ 600,000 $ 2,150,000 ============ ============ ============ </Table> See Notes to Consolidated Financial Statements. -33- <Table> <Caption> ACCUMULATED OTHER RETAINED COMPREHENSIVE TREASURY COMPREHENSIVE EARNINGS INCOME STOCK INCOME TOTAL ------------ -------------- ------------ ------------- ------------ $ 6,524,015 $ 256,187 $ (84,695) $ -- $ 9,445,507 1,085,545 -- -- 1,085,545 1,085,545 -- (809,988) -- (809,988) (809,988) ------------ -- -- -- $ 275,557 -- ============ -- -- (44,706) (44,706) (170,683) -- -- (170,683) ------------ ------------ ------------ ------------ 7,438,877 (553,801) (129,401) $ -- 9,505,675 1,203,256 -- -- 1,203,256 1,203,256 -- 572,747 -- 572,747 572,747 ------------ -- -- -- $ 1,776,003 -- ============ -- -- (5,236) (5,236) (199,983) -- -- (199,983) ------------ ------------ ------------ ------------ 8,442,150 18,946 (134,637) $ -- 11,076,459 1,135,999 -- -- 1,135,999 1,135,999 -- 363,616 -- 363,616 363,616 ------------ -- -- -- $ 1,499,615 -- ============ -- -- (78,106) (78,106) (233,248) -- -- (233,248) ------------ ------------ ------------ ------------ $ 9,344,901 $ 382,562 $ (212,743) $ 12,264,720 ============ ============ ============ ============ </Table> -34- AMERICAN BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 <Table> <Caption> 2001 2000 1999 ------------ ------------ ------------ OPERATING ACTIVITIES Net income .................................... $ 1,135,999 $ 1,203,256 $ 1,085,545 Adjustments to reconcile net income to net cash provided by operating activities: Premium amortization, net of discount accretion, on investment securities ..... (175,623) (99,495) (49,466) Depreciation ............................... 180,899 161,126 129,296 (Gain) loss on disposal of assets .......... 255 (9,308) -- (Increase) decrease in assets: Accrued interest receivable ............. 82,425 (49,276) (7,739) Other assets ............................ (34,376) (23,118) 126,902 Increase (decrease) in liabilities: Accrued interest payable ................ (28,032) 26,597 (12,105) Other liabilities ....................... 112,638 46,826 (98,011) ------------ ------------ ------------ Net cash provided by operating activities ........................ 1,274,185 1,256,608 1,174,422 ------------ ------------ ------------ INVESTING ACTIVITIES (Increase) decrease in interest bearing deposits with banks ........................ 199,000 792,000 297,000 Proceeds from maturities of securities available for sale ........... 15,719,666 6,479,450 5,421,738 Proceeds from maturities of securities held to maturity ............. 3,100,000 200,000 5,000,000 Purchase of securities available for sale ...................................... (18,973,841) (5,160,466) (14,008,754) Purchase of securities held to maturity ................................... (510,859) (2,293,072) (2,098,859) (Increase) decrease in loans .................. (5,065,400) (3,826,814) (790,718) Purchases of property and equipment ........... (401,835) (611,453) (124,227) Other ......................................... 171,462 6,770 -- ------------ ------------ ------------ Net cash used in investing activities ........................... (5,761,807) (4,413,585) (6,303,820) ------------ ------------ ------------ </Table> -35- <Table> <Caption> 2001 2000 1999 ------------ ------------ ------------ FINANCING ACTIVITIES Increase (decrease) in liabilities: Demand deposits, transaction accounts and savings .............. 3,769,639 1,490,976 5,952,640 Time deposits ........................ 3,599,814 (606,861) 662,744 Dividends paid .......................... (233,248) (199,983) (170,683) Purchase of treasury stock .............. (78,106) (5,236) (44,706) ------------ ------------ ------------ Net cash provided by financing activities ........... 7,058,099 678,896 6,399,995 ------------ ------------ ------------ Increase (decrease) in cash and cash equivalents ............................. 2,570,477 (2,478,081) 1,270,597 Cash and cash equivalents at beginning of year ....................... 11,675,623 14,153,704 12,883,107 ------------ ------------ ------------ Cash and cash equivalents at end of year ................................. $ 14,246,100 $ 11,675,623 $ 14,153,704 ============ ============ ============ SUPPLEMENTAL DISCLOSURES Cash payments for: Interest expense ..................... $ 1,557,626 $ 1,518,444 $ 1,523,315 ============ ============ ============ Income taxes ......................... $ 353,188 $ 444,042 $ 363,552 ============ ============ ============ </Table> See Notes to Consolidated Financial Statements. -36- AMERICAN BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. Accounting Policies American Bancorp, Inc. (the Company) and its subsidiary, American Bank & 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 gains 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. -37- 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. -38- 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. 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. -39- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent pronouncements: The Financial Accounting Standards Board (FASB) issued No. 137, "Accounting for Derivative Instruments and Hedging Activities-Deferral of the Effective Date of FASB No. 133," in June 1999 and it was adopted on January 1, 2001. Adoption of the standard did not have a material effect on the Company's financial statements, financial position or results of operations. In September 2000, the FASB issued No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," a replacement of FASB No. 125, which is effective for fiscal years ending after December 15, 2000. Adoption of the standard did not have a material effect on the Company's financial statements, financial condition or results of operations. Adoption of the above standards will not have a material effect on the Company's financial statements, financial position or results of operations. FASB issued No. 141, "Business Combinations" in September 2001. This statement requires that all business combinations are to be accounted for using the purchase method. This statement will apply to all business combinations initiated after June 30, 2001. The adoption of SFAS No. 141 did not have a material impact on the financial condition or operating results of the Company. In September 2001, the FASB issued No. 142, "Goodwill and Other Intangible Assets." This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, "Intangible Assets." It addresses how intangible assets that are acquired individually or with a group of other assets should be accounted for in financial statements upon their acquisition. This statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. All provisions of this statement are effective for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 142 is not expected to have a material impact on the financial condition or operating results of the Company. The FASB issued No. 143, "Accounting for Asset Retirement Obligations." This statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The effective date of this statement is for fiscal years beginning after June 15, 2002. The adoption of SFAS No. 143 is not expected to have a material impact on the financial condition or operating results of the Company. Reclassifications: Certain amounts in the 2000 and 1999 financial statements have been reclassified to conform with the financial statement presentation for 2001 for comparability. These reclassifications had no effect on net income as previously reported for the 2000 and 1999 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 $911,000 and $844,000 for the years ended December 31, 2001 and 2000, respectively. -40- 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: <Table> <Caption> DECEMBER 31, 2001 --------------------------------------------------------------- AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------ ------------ ------------ ------------ Securities held to maturity: U.S. Treasury Securities ............ $ 2,306,283 $ 47,310 $ -0- $ 2,353,593 ============ ============ ============ ============ </Table> <Table> <Caption> DECEMBER 31, 2001 --------------------------------------------------------------- AMORTIZED UNREALIZED UNREALIZED FAIR COST GAINS LOSSES VALUE ------------ ------------ ------------ ------------ Securities available for sale: Mortgage-Backed Securities .......... $ 8,991,563 $ 151,904 $ 10,964 $ 9,132,503 U.S. Government and Agencies ........ 14,069,932 254,401 34,337 14,289,996 State and Political Subdivisions .... 11,258,458 263,564 44,928 11,477,094 Equity Securities ................... 149,400 -- -- 149,400 ------------ ------------ ------------ ------------ $ 34,469,353 $ 669,869 $ 90,229 $ 35,048,993 ============ ============ ============ ============ </Table> <Table> <Caption> 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 ============ ============ ============ ============ </Table> -41- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS <Table> <Caption> 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 ============ ============ ============ ============ </Table> Securities with book values of $11,046,657 and $14,124,852 at December 31, 2001 and 2000, 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, 2001, 2000 or 1999. The maturities of investment securities at December 31, 2001 were as follows: <Table> <Caption> SECURITIES TO BE HELD TO MATURITY ----------------------------- AMORTIZED FAIR YEARS TO MATURITY COST VALUE ------------ ------------ Less than one .............................. $ 1,798,541 $ 1,833,593 Greater than one but less than five ........ 507,742 520,000 Greater than five but less than ten ........ -- -- Greater than ten ........................... -- -- ------------ ------------ $ 2,306,283 $ 2,353,593 ============ ============ </Table> <Table> <Caption> SECURITIES AVAILABLE FOR SALE ----------------------------- AMORTIZED FAIR YEARS TO MATURITY COST VALUE ------------ ------------ Less than one .............................. $ 1,119,667 $ 1,127,335 Greater than one but less than five ........ 19,268,868 19,663,309 Greater than five but less than ten ........ 10,775,608 10,893,109 Greater than ten ........................... 3,305,210 3,365,240 ------------ ------------ $ 34,469,353 $ 35,048,993 ============ ============ </Table> -42- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 4. Loans Major classifications of subsidiary Bank's loan portfolio at December 31, are as follows: <Table> <Caption> 2001 2000 ------------ ------------ Commercial, financial and agricultural ............................ $ 6,737,502 $ 6,946,020 Real estate construction ................... 1,689,975 538,744 Real estate mortgage ....................... 23,604,139 20,052,654 Installment ................................ 5,719,154 5,122,190 ------------ ------------ 37,750,770 32,659,608 Unearned income ............................ -- -- ------------ ------------ Net loans ............................... 37,750,770 32,659,608 Allowance for possible loan losses .................................. (605,191) (579,481) ------------ ------------ $ 37,145,579 $ 32,080,127 ============ ============ </Table> The following is a summary of loans classified by type at December 31, 2001 and 2000: <Table> <Caption> 2001 2000 ------------ ------------ Commercial, financial and agricultural ............................ $ 6,737,502 $ 6,946,020 Real estate construction ................... 1,689,975 538,744 Real estate mortgage ....................... 8,535,968 7,112,467 ------------ ------------ Total commercial ........................ 16,963,445 14,597,231 ------------ ------------ Residential mortgage ....................... 15,068,171 12,940,187 Installment ................................ 5,719,154 5,122,190 ------------ ------------ Total consumer .......................... 20,787,325 18,062,377 ------------ ------------ Total loans ............................. $ 37,750,770 $ 32,659,608 ============ ============ </Table> -43- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following summarizes the non-performing elements of the loan portfolio and total foreclosed assets at December 31: <Table> <Caption> 2001 2000 1999 ---------- ---------- ---------- Nonperforming loans: Loans on nonaccrual ..................... $ 7,740 $ -- $ 69,889 Restructured loans which are not on nonaccrual ................ 24,459 33,923 39,140 ---------- ---------- ---------- Total nonperforming loans ..... 32,199 33,923 109,029 Other real estate and repossessed assets received in complete or partial satisfaction of loan obligations ........ -- -- -- ---------- ---------- ---------- Total nonperforming assets ... $ 32,199 $ 33,923 $ 109,029 ========== ========== ========== Loans contractually past due 90 days or more as to principal or interest, but which are not on nonaccrual ......... $ 15,871 $ 11,061 $ 8,119 ========== ========== ========== </Table> At December 31, 2001, the recorded investment in loans that were considered to be impaired under SFAS No. 114 was $7,740. The related allowance for loan losses was $2,000 for impaired loans. The average recorded investment in impaired loans during the year ended December 31, 2001 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, 2001, the Company did not recognize interest income on impaired loans. Interest income in the amount of $500 for 2001, $3,857 for 2000 and $9,501 for 1999 would have been recorded on nonperforming loans if they had been classified as performing. The Company recorded $-0-, $2,490 and $2,733 of interest income on nonperforming loans during 2001, 2000 and 1999, respectively. The following is a summary of the allowance for loan losses for the three years ended December 31, 2001: <Table> <Caption> 2001 2000 1999 ---------- ---------- ---------- Balance, beginning of year ................. $ 579,481 $ 579,047 $ 595,762 Provisions charged to operating expense .... 42,000 10,500 -- Recoveries on loans ........................ 1,614 303 2,938 Loans charged off .......................... (17,904) (10,369) (19,653) ---------- ---------- ---------- Balance, end of year ....................... $ 605,191 $ 579,481 $ 579,047 ========== ========== ========== </Table> -44- 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 $2,146,994 and $2,273,824 at December 31, 2001 and 2000, respectively. The following provides an analysis of the activity with respect to loans to related parties: <Table> Balance at January 1, 2001 ............. $ 2,273,824 New loans made ......................... 1,068,520 Repayment on loans ..................... (1,195,350) ------------ Balance at December 31, 2001 ........... $ 2,146,994 ============ </Table> Note 6. Bank Premises and Equipment Bank premises and equipment, at cost, consisted of the following as of December 31: <Table> <Caption> 2001 2000 1999 ------------ ------------ ------------ Land ................................... $ 459,386 $ 459,386 $ 384,387 Premises and leasehold improvements ..................... 2,235,452 1,863,020 1,811,929 Furniture and equipment ................ 1,469,994 1,341,381 1,242,411 Construction in progress ............... -- 154,808 52,704 4,164,832 3,818,595 3,491,431 ------------ ------------ ------------ Less accumulated depreciation and amortization ................... 2,394,217 2,268,661 2,383,132 ------------ ------------ ------------ Total .......................... $ 1,770,615 $ 1,549,934 $ 1,108,299 ============ ============ ============ </Table> Depreciation and amortization expense included in non-interest expense was $180,899 in 2001, $161,122 in 2000, and $129,296 in 1999. -45- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 7. Deposits Deposit account balances at December 31, 2001 and 2000, are summarized as follows: <Table> <Caption> 2001 2000 ------------ ------------ Non-interest bearing ................... $ 27,780,347 $ 25,925,833 Interest bearing demand ................ 16,021,373 15,374,416 Savings deposits ....................... 10,625,722 9,357,554 Time deposits under $100,000 ........... 16,949,960 15,481,998 Time deposits over $100,000 ............ 7,310,533 5,178,681 ------------ ------------ $ 78,687,935 $ 71,318,482 ============ ============ </Table> Time deposits maturing in years ending December 31, as of December 31, 2001: <Table> 2002 ........................... $ 22,600,735 2003 ........................... 1,394,898 2004 ........................... 257,308 2005 ........................... 7,552 ------------ $ 24,260,493 ============ </Table> The Bank held related party deposits of approximately $2,449,000 and $2,345,000 at December 31, 2001 and 2000. 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 2001, 2000 and 1999, which becomes vested after five years of service. Total contributions to the plan by the Bank were $19,612 for 2001, $19,050 for 2000 and $19,735 for 1999. The Bank has a non-qualified deferred compensation benefit plan for certain executives of the Company. The total deferred compensation expense for 2001, 2000 and 1999 was $50,712, $52,717 and $12,384, respectively. -46- 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, 2001: <Table> <Caption> YEAR ENDING AMOUNT ----------- 2002............................................... $ 45,871 2003............................................... 40,771 2004............................................... 35,671 2005............................................... 35,671 2006............................................... 35,671 ----------- Total future minimum lease payments................ $ 193,655 =========== </Table> 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, 2001, 2000, and 1999, amount to $60,380, $70,443 and $68,360, 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 2001, 2000 and 1999 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: <Table> <Caption> 2001 2000 1999 ---------- ---------- ---------- FDIC and Louisiana assessments ......... $ 31,109 $ 31,602 $ 26,948 Advertising ............................ 79,464 80,123 56,479 Office supplies ........................ 87,878 80,582 82,594 Postage ................................ 58,994 56,450 57,560 Insurance .............................. 8,811 11,730 15,503 ATM expenses ........................... 41,800 34,691 35,940 Director fees .......................... 101,200 101,200 92,650 Other .................................. 379,084 345,046 371,221 ---------- ---------- ---------- $ 788,340 $ 741,424 $ 738,895 ========== ========== ========== </Table> -47- 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: <Table> <Caption> 2001 2000 1999 ---------- ---------- ---------- Current federal income tax expense ................................. $ 392,420 $ 438,945 $ 376,331 Deferred federal income tax expense (benefit) ....................... (13,210) (12,617) 26,602 ---------- ---------- ---------- $ 379,210 $ 426,328 $ 402,933 ========== ========== ========== Included in shareholders' equity: Deferred tax expense (benefit) related to the change in net unrealized gain (loss) on securities available for sale ...................... $ 187,318 $ 295,051 $ (417,266) ========== ========== ========== </Table> -48- 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: <Table> <Caption> 2001 2000 1999 --------------------------- --------------------------- --------------------------- Amount Rate Amount Rate Amount Rate ---------- ---------- ---------- ---------- ---------- ---------- Tax based on federal statutory rate .... $ 515,171 34.0% $ 554,059 34.0% $ 506,083 34.0% Effect of tax- exempt income ..... (151,359) (10.0) (140,929) (8.6) (116,718) (7.8) Other ................ 15,398 1.0 13,198 .8 13,568 .9 ---------- ---------- ---------- ---------- ---------- ---------- $ 379,210 25.0% $ 426,328 26.2% $ 402,933 27.1% ========== ========== ========== ========== ========== ========== </Table> 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: <Table> <Caption> 2001 2000 ---------- ---------- Deferred tax assets: Allowance for loan losses ............... $ 31,872 $ 17,592 Deferred executive compensation ......... 51,496 34,254 Other ................................... 5,998 5,569 ---------- ---------- Total deferred tax assets .............. 89,366 57,415 ---------- ---------- Deferred tax liabilities: Accumulated depreciation ............. 56,365 37,624 ---------- ---------- Total deferred tax liabilities ....... 56,365 37,624 ---------- ---------- Net deferred tax asset ..................... $ 33,001 $ 19,791 ========== ========== </Table> 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 117,016, 117,673 and 117,884 for the years ended December 31, 2001, 2000 and 1999, respectively. -49- 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 $605,191 at December 31, 2001. The fair value estimates presented are based on information available to management as of December 31, 2001. 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. -50- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS <Table> <Caption> CARRYING FAIR AMOUNT VALUE --------------- --------------- ASSETS Cash and cash equivalents................................. $ 14,246,100 $ 14,246,100 Interest-bearing deposits with banks...................... $ 99,000 $ 99,000 Securities held to maturity............................... $ 2,306,283 $ 2,353,593 Securities available for sale............................. $ 34,469,353 $ 35,048,993 Loans..................................................... $ 37,750,770 $ 39,118,000 LIABILITIES Demand deposits........................................... $ 27,780,347 $ 27,780,347 NOW accounts.............................................. $ 13,370,482 $ 13,370,482 Money market accounts..................................... $ 2,650,891 $ 2,650,891 Savings................................................... $ 10,625,722 $ 10,625,722 Time deposits............................................. $ 24,260,493 $ 24,587,558 </Table> 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, 2001 were $5,281,938 and $4,631,059 at December 31, 2000. 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 $537,810 and $395,664 at December 31, 2001 and 2000, respectively. The Bank has not incurred any losses in its commitments in 2001 or 2000. Management does not anticipate any material losses related to these instruments. -51- 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, 2001 and 2000 are as follows: <Table> <Caption> 2001 2000 ------------- -------------- Commitments to extend credit.................................... $ 5,281,938 $ 4,631,059 Credit card arrangements........................................ $ 2,711,098 $ 2,193,207 Standby letters of credit....................................... $ 537,810 $ 395,664 </Table> 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, 2001, that the Bank could declare without the approval of the Commissioner of Financial Institutions, amounted to $1,831,382. 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, 2001, 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 27.16%, 14.14%, and 28.41%, respectively. At December 31, 2000, the Bank's actual ratios were 29.0%, 14.14%, and 30.25%, 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, 2001 and 2000, 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. -52- 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 <Table> <Caption> DECEMBER 31, ---------------------------- 2001 2000 ------------ ------------ ASSETS Cash on deposit with subsidiary ......................... $ 23,670 $ 26,850 Investment in subsidiary ................................ 12,235,565 11,044,124 Due from American Bank & Trust Company .................. 67,173 28,013 ------------ ------------ Total assets ........................................ $ 12,326,408 $ 11,098,987 ============ ============ LIABILITIES Accrued income taxes payable ............................ $ 61,688 $ 22,528 ------------ ------------ Total liabilities ................................... 61,688 22,528 ------------ ------------ SHAREHOLDERS' EQUITY Common stock: $5 par value, 10,000,000 shares authorized; 120,000 shares issued, 116,589 and 117,630 shares outstanding, respectively ............................ 600,000 600,000 Surplus ................................................. 2,150,000 2,150,000 Retained earnings ....................................... 9,344,901 8,442,150 Net unrealized gain (loss) on securities available for sale, net of tax of $197,078 and $9,760, respectively ............................. 382,562 18,946 Treasury stock, 3,411 and 2,370 shares at cost, respectively ................................ (212,743) (134,637) ------------ ------------ Total shareholders' equity ........................ 12,264,720 11,076,459 ------------ ------------ Total liabilities and shareholders' equity ........ $ 12,326,408 $ 11,098,987 ============ ============ </Table> -53- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS American Bancorp, Inc. (Parent Company Only) STATEMENTS OF INCOME <Table> <Caption> YEARS ENDED DECEMBER 31, ------------------------------------------ 2001 2000 1999 ------------ ------------ ------------ Income: Dividends from bank subsidiary .... $ 321,300 $ 213,500 $ 230,000 ------------ ------------ ------------ Expenses: Directors fees .................... 12,000 12,000 12,000 Other expenses .................... 1,126 1,801 1,057 ------------ ------------ ------------ 13,126 13,801 13,057 ------------ ------------ ------------ Earnings before income taxes and equity in undistributed earnings of subsidiary ............ 308,174 199,699 216,943 Provision for income taxes ........... -- -- -- ------------ ------------ ------------ Earnings before equity in undistributed earnings of subsidiary ........................ 308,174 199,699 216,943 Equity in undistributed earnings of subsidiary ............ 827,825 1,003,557 868,602 ------------ ------------ ------------ Net income ..................... $ 1,135,999 $ 1,203,256 $ 1,085,545 ============ ============ ============ </Table> -54- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS American Bancorp, Inc. (Parent Company Only) STATEMENTS OF CASH FLOWS <Table> <Caption> YEARS ENDED DECEMBER 31, -------------------------------------------- 2001 2000 1999 ------------ ------------ ------------ OPERATING ACTIVITIES Net income .................................. $ 1,135,999 $ 1,203,256 $ 1,085,545 Adjustments to reconcile net income to net cash provided by operating activities: Equity in undistributed earnings of subsidiary .......... (827,825) (1,003,557) (868,602) (Increase) decrease in other assets ... (39,160) 5,097 (12,779) Increase (decrease) in income taxes payable ......................... 39,160 (5,097) 12,779 ------------ ------------ ------------ Net cash provided by operating activities ............ 308,174 199,699 216,943 ------------ ------------ ------------ INVESTING ACTIVITIES Purchase of treasury stock .................. (78,106) (5,236) (44,706) ------------ ------------ ------------ Net cash used in investing activities ............. (78,106) (5,236) (44,706) ------------ ------------ ------------ FINANCING ACTIVITIES Dividends paid to shareholders .............. (233,248) (199,983) (170,683) ------------ ------------ ------------ Net cash used in financing activities ............ (233,248) (199,983) (170,683) ------------ ------------ ------------ Increase (decrease) in cash and cash equivalents ............ (3,180) (5,520) 1,554 Cash and cash equivalents at beginning of year ........................... 26,850 32,370 30,816 ------------ ------------ ------------ Cash and cash equivalents at end of year ................................. $ 23,670 $ 26,850 $ 32,370 ============ ============ ============ </Table> -55- 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, 2001, 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 $6,515,000, while the loans to the legal profession were approximately $3,820,000. 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. -56- SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA <Table> <Caption> 2001 ------------------------------------------------- IV III II I ---------- ---------- ---------- ---------- Interest income .................................................... $ 1,351 $ 1,341 $ 1,329 $ 1,316 Interest expense ................................................... 333 394 402 400 ---------- ---------- ---------- ---------- Net interest income ................................................ 1,018 947 927 916 Provision for possible loan losses ................................. 11 10 11 10 ---------- ---------- ---------- ---------- Net interest income after provision ................................ 1,007 937 916 906 Non interest income, excluding securities gains ......................................................... 141 155 155 161 Net securities gains ............................................... -- -- -- -- Non-interest expense ............................................... 802 645 688 728 ---------- ---------- ---------- ---------- Income before income tax expense ................................... 346 447 383 339 Income tax expense ................................................. 81 115 100 83 ---------- ---------- ---------- ---------- Net income ......................................................... $ 265 $ 332 $ 283 $ 256 ========== ========== ========== ========== Earnings per common share .......................................... $ 2.27 $ 2.84 $ 2.41 $ 2.18 ========== ========== ========== ========== Market price of common stock High .......................................................... $ 80 $ 76 $ 74 $ 71 Low ........................................................... $ 80 $ 76 $ 74 $ 71 Close ......................................................... $ 80 $ 76 $ 74 $ 71 Average shares outstanding ......................................... 116,601 116,931 117,167 117,364 </Table> <Table> <Caption> 2000 ------------------------------------------------- IV III II I ---------- ---------- ---------- ---------- Interest income .................................................... $ 1,330 $ 1,311 $ 1,297 $ 1,277 Interest expense ................................................... 401 393 380 371 Net interest income ................................................ 929 918 917 906 Provision for possible loan losses ................................. 11 -- -- -- ---------- ---------- ---------- ---------- Net interest income after provision ................................ 918 918 917 906 Non-interest income, excluding securities gains ......................................................... 140 159 172 184 Net securities gains ............................................... -- -- -- -- Non-interest expense ............................................... 728 642 662 642 ---------- ---------- ---------- ---------- Income before income tax expense ................................... 330 435 427 448 Income tax expense ................................................. 75 117 115 119 ---------- ---------- ---------- ---------- Net income ......................................................... $ 255 $ 318 $ 312 $ 329 ========== ========== ========== ========== Earnings per common share .......................................... $ 2.17 $ 2.70 $ 2.65 $ 2.80 ========== ========== ========== ========== Market price of common stock High .......................................................... $ 68 $ 64 $ 62 $ 61 Low ........................................................... $ 30 $ 64 $ 62 $ 61 Close ......................................................... $ 68 $ 64 $ 62 $ 61 Average shares outstanding ......................................... 117,704 117,697 117,657 117,635 </Table> -57- -58- 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. <Table> VICE-PRESIDENTS Charlene Louviere George H. Comeau Angel Powell Chief and 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 Beryl Bergeron Sally Hooks Stephanie Richard Cindy Whitmore DIRECTORS Jasper J. 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 </Table> -59- OFFICERS AND DIRECTORS OF AMERICAN BANCORP, INC. CHAIRMAN OF THE BOARD AND PRESIDENT Salvador L. Diesi, Sr. SECRETARY AND TREASURER Ronald J. Lashute <Table> <Caption> BOARD OF DIRECTORS OCCUPATION AND MAIN AFFILIATION Jasper J. Artall Farmer. Walter J. Champagne, Jr. Senior Vice-President of American Bank & Trust Company; and Investor in farming interest. J.C. Diesi President of Diesi Pontiac-Cadillac- Buick, Inc. Salvador L. Diesi, Sr. Chairman of the Board of Directors and President of American Bancorp, Inc. and American Bank & Trust Company; Investor in and operator of Little Capitol of Louisiana, Inc. (Gas Station, Convenience Store and Video Poker); Commercial real estate investor; Investor in farming interest; and Attorney at Law. Ronald J. Lashute Chief Executive Officer and Executive Vice President of American Bank & Trust Company and Secretary and Treasurer of American Bancorp, Inc. </Table> -60- -61-