<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________to____________
Commission file number 1-14364
Acadiana Bancshares, Inc.
- - --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
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<S> <C>
Louisiana 72-1317124
- - -------------------------------------------------------------- ----------------
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer
Identification No.)
</TABLE>
<TABLE>
<S> <C>
101 West Vermilion Street
Lafayette, Louisiana 70501
- - -------------------------------------------------------------- ----------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
(318)232-4631
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:
As of April 27, 1999, 1,686,192 shares of the Registrant's common stock
were issued and outstanding. Of that total, 217,541 shares were held by
the Registrant's Employee Stock Ownership Plan, of which 158,297 were not
committed to be released.
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ACADIANA BANCSHARES, INC.
TABLE OF CONTENTS
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<CAPTION>
Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C>
Consolidated Statements of Financial Condition
(As of March 31, 1999 and December 31, 1998) 3
Consolidated Statements of Operations (For the three months
ended March 31, 1999 and 1998) 4
Consolidated Statements of Stockholders' Equity (For the three
months ended March 31, 1999 and 1998) 5
Consolidated Statements of Cash Flows (For the three months
ended March 31, 1999 and 1998) 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 21
Item 2. Changes in Securities 21
Item 3. Defaults Upon Senior Securities 21
Item 4. Submission of Matters to a Vote of Security Holders 21
Item 5. Other Information 21
Item 6. Exhibits and Reports on Form 8-K 21
Signatures 22
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2
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ACADIANA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands, except share data)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
----------------------- -----------------------
<S> <C> <C>
ASSETS
Cash and Cash Equivalents:
Cash and Amounts Due from Banks $ 1,077 $ 844
Interest Bearing Deposits 16,642 6,734
----------------------- -----------------------
Total 17,719 7,578
Trading Securities 554 575
Securities Available for Sale, at fair value 6,522 14,995
Mortgage-Backed Securities:
Available for Sale, at fair value 20,087 11,409
Held to Maturity (fair value of $12,495 and $12,694, respectively) 12,249 12,360
Loans Receivable, net of Allowance for
Loan Losses of $2,743 and $2,726, respectively 221,929 225,752
Investment in Limited Liabiity Company 921 966
Federal Home Loan Bank Stock, at Cost 2,959 2,920
Real Estate Owned, Net 32 7
Premises and Equipment, Net 2,700 2,777
Accrued Interest Receivable 1,446 1,367
Other Assets 1,549 1,383
----------------------- -----------------------
TOTAL ASSETS $ 288,667 $ 282,089
======================= =======================
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Deposits $ 205,242 $ 200,647
Advances from Federal Home Loan Bank 49,728 47,228
Accrued Interest Payable on Deposits 193 124
Advance Payments by Borrowers for Taxes and Insurance 462 394
Accrued and Other Liabilities 1,905 1,522
----------------------- -----------------------
TOTAL LIABILITIES 257,530 249,915
----------------------- -----------------------
Commitments and contingencies
STOCKHOLDERS' EQUITY:
Preferred Stock of $.01 Par Value; 5,000,000 shares authorized,
-0- shares issued or outstanding
Common Stock of $.01 Par Value; 20,000,000 shares authorized, 27 27
2,731,250 shares issued
Additional Paid-In Capital 32,230 32,192
Retained Earnings (Substantially Restricted) 21,271 20,932
Unearned Common Stock Held by ESOP (1,900) (1,965)
Unearned Common Stock Held by RRP Trust (1,275) (1,335)
Treasury Stock, at Cost; 990,058 shares and 910,758 shares, respectively (19,348) (17,935)
Accumulated Other Comprehensive Income 132 258
----------------------- -----------------------
TOTAL STOCKHOLDERS' EQUITY 31,137 32,174
----------------------- -----------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 288,667 $ 282,089
======================= =======================
</TABLE>
3
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ACADIANA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OFOPERATIONS
(In Thousands, except per share data)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------------------
1999 1998
--------- ---------
<S> <C> <C>
INTEREST INCOME:
Loans $ 4,387 $ 4,334
Mortgage-Backed Securities 446 531
Investment Securities 203 226
Interest Bearing Deposits 98 216
--------- ---------
Total interest income $ 5,134 $ 5,307
--------- ---------
INTEREST EXPENSE:
Deposits $ 2,257 $ 2,272
Advances from Federal Home Loan Bank 600 604
--------- ---------
Total Interest Expense 2,857 2,876
--------- ---------
Net Interest Income 2,277 2,431
Provision for Loan Losses - 45
--------- ---------
Net Interest Income After Provision for
Loan Losses 2,277 2,386
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NON-INTEREST INCOME:
Loan Fees and Service Charges $ 32 $ 35
Servicing Fees on Loans Sold 15 11
Deposit Fees and Service Charges 218 177
Trading Account (Losses) Gains , Net (21) 95
Gain (Loss) on Sale of Loans, Net 62 45
Loss from Investment in Limited Liability Company (45) -
Other 26 21
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Total Non-Interest Income $ 287 $ 384
--------- ---------
NON-INTEREST EXPENSE:
Salaries and Employee Benefits $ 907 $ 864
Occupancy 78 62
Depreciation 88 77
Net Costs of Real Estate Owned 12 (22)
SAIF Deposit Insurance Premium 31 29
Advertising 32 93
Bank Shares and Franchise Tax Expense 106 108
Other 464 363
--------- ---------
Total Non-Interest Expenses $ 1,718 $ 1,574
--------- ---------
Income Before Income Taxes $ 846 $ 1,196
Income Tax Expense 300 432
--------- ---------
Net Income $ 546 $ 764
========= =========
Net Income Per Common Share - basic $ 0.36 $ 0.33
Net Income Per Common Share - diluted $ 0.35 $ 0.32
</TABLE>
4
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ACADIANA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
( In Thousands)
<TABLE>
<CAPTION>
Unearned
Retained Unearned Common
Additional Earnings Common Stock
Common Paid In (Substantially Stock Held Held By Treasury
Stock Capital Restricted) By ESOP RRP Trust Stock
--------- ------------ -------------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, JANUARY 1, 1998 $ 27 $ 32,005 $ 19,355 $ (2,228) $ (1,602) $ (3,445)
Comprehensive Income:
Net Income 764
Change in Unrealized Gain (Loss)
on Securities Available for Sale,
Net of Deferred Taxes
Total Comprehensive Income
Common Stock Released by ESOP Trust 56 66
Common Stock Earned by Participants of
Recognition and Retention Plan Trust 57
Repurchase of Common Stock (140)
Cash Dividends Declared (262)
--------- ------------ -------------- ---------- --------- ---------
BALANCE, MARCH 31, 1998 $ 27 $ 32,061 $ 19,857 $ (2,162) $ (1,545) $ (3,585)
========= ============ ============== ========== ========= =========
BALANCE, JANUARY 1, 1999 $ 27 $ 32,192 $ 20,932 $ (1,965) (1,335) $ (17,935)
Comprehensive Income:
Net Income 546
Change in Unrealized Gain (Loss)
on Securities Available for Sale,
Net of Deferred Taxes
Total Comprehensive Income
Common Stock Released by ESOP Trust 33 65
Common Stock Earned by Participants of
Recognition and Retention Plan Trust 13 60
Common Stock Issued (8) 39
Repurchase of Common Stock (1,452)
Cash Dividends Declared (207)
--------- ------------ -------------- ---------- --------- ---------
BALANCE, MARCH 31, 1999 $ 27 $ 32,230 $ 21,271 $ (1,900) $ (1,275) $ (19,348)
========= ============ ============== =========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other Total
Comprehensive Stockholders'
Income Equity
------------- -------------
<S> <C> <C>
BALANCE, JANUARY 1, 1998 $ 450 $ 44,562
Comprehensive Income:
Net Income 764
Change in Unrealized Gain (Loss)
on Securities Available for Sale,
Net of Deferred Taxes (79) (79)
-------------
Total Comprehensive Income 685
Common Stock Released by ESOP Trust 122
Common Stock Earned by Participants of
Recognition and Retention Plan Trust 57
Repurchase of Common Stock (140)
Cash Dividends Declared (262)
------------- -------------
BALANCE, MARCH 31, 1998 $ 371 $ 45,024
============= =============
BALANCE, JANUARY 1, 1999 $ 258 $ 32,174
Comprehensive Income:
Net Income 546
Change in Unrealized Gain (Loss)
on Securities Available for Sale,
Net of Deferred Taxes (126) (126)
-------------
Total Comprehensive Income 420
Common Stock Released by ESOP Trust 98
Common Stock Earned by Participants of
Recognition and Retention Plan Trust 73
Common Stock Issued 31
Repurchase of Common Stock (1,452)
Cash Dividends Declared (207)
------------- -------------
BALANCE, MARCH 31, 1999 $ 132 $ 31,137
============= =============
</TABLE>
5
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ACADIANA BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
For the Three Months
----------------------------------
March 31, March 31,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 546 $ 764
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 94 79
Provision for deferred income taxes (32) 33
Provision for losses on loans - 45
Compensation expense recognized on RRP 73 57
ESOP contribution 98 122
Other gains and losses, net (1) (3)
Net change in securities classified as trading 21 (93)
Loss from investment in limited liability company 45 -
Gain on sale of loans held for sale (62) (45)
Proceeds from sale of loans held for sale 6,094 3,732
Originations of loans held for sale (6,032) (3,687)
Accretion of discounts, net of premium amortization on securities (7) (12)
Amortization of deferred revenues and unearned income on loans 26 (8)
FHLB stock dividend received (39) (33)
Changes in assets and liabilities:
Increase in accrued interest receivable (79) (37)
Increase in other assets (63) (91)
Increase in accounts payable and accrued expenses 605 361
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,287 1,184
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from calls and maturities of securities available for sale 18,425 2,000
Purchases of securities available for sale (19,977) -
Principal collections on mortgage-backed securities available for sale 1,153 1,120
Principal collections on mortgage-backed securities held to maturity 109 103
Purchase of FHLB stock - (599)
Net repayments (advances) on loans 3,774 (2,810)
Purchase of premises and equipment (11) (95)
Proceeds from sale of real estate owned and other property acquired 1 240
Capital costs incurred on real estate owned and other property acquired (2) (4)
--------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,472 (45)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in demand, NOW and savings deposits 4,713 2,854
Net change in time deposits (118) (391)
Net change in mortgage escrow funds 68 53
Proceeds from FHLB advances 27,000 13,100
Payments on FHLB advances (24,500) -
Dividends paid to shareholders (181) (260)
Common stock issued 31 -
Purchase of treasury stock (1,631) (140)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,382 15,216
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 10,141 16,355
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 7,578 14,157
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 17,719 $ 30,512
========= =========
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:
Acquisition of real estate in settlement of loans $ 23 $ 42
Unrealized loss on securities $ (203) $ (119)
SUPPLEMENTAL DISCLOSURES:
Cash paid for:
Interest on deposits and borrowings $ 2,751 $ 2,774
Income taxes $ 10 $ 70
</TABLE>
6
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ACADIANA BANCSHARES, INC., AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying consolidated financial statements were prepared in
accordance with instructions to Form 10-Q, and therefore, do not include
information or footnotes necessary for a complete presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. However, all normal, recurring adjustments,
which, in the opinion of management, are necessary for a fair presentation of
financial statements, have been included. These interim financial statements
should be read in conjunction with the audited financial statements and the
notes thereto for Acadiana Bancshares, Inc. (the "Company") previously filed
with the Securities and Exchange Commission in the Company's Annual Report and
Form 10-K for the year ended December 31, 1998.
BUSINESS
The Company's principal business is conducted through its wholly
owned subsidiary, LBA Savings Bank, (the "Bank") which conducts business from
its main office and three branch offices, all located in Lafayette, Louisiana,
one branch office in New Iberia, Louisiana, and one loan production office in
Eunice, Louisiana. Through its continuing operation of the Bank, the Company's
principal business has been, and continues to be, attracting deposits from its
customers and investing such funds in residential real estate loans and other
loans. The Company, as a bank holding company, is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System ("Federal
Reserve Board" or "FRB"). The Bank is subject to examination and comprehensive
regulation by the Office of Financial Institutions of the State of Louisiana
("OFI"), which is the Bank's chartering authority and primary regulator. The
Bank is also subject to regulation by the Federal Deposit Insurance Corporation
("FDIC"), as the administrator of the SAIF, and to certain reserve requirements
established by the FRB. The Bank is a member of the Federal Home Loan Bank
("FHLB") of Dallas, which is one of twelve regional banks comprising the FHLB
System. The Bank is a Savings Association Insurance Fund ("SAIF") -insured,
Louisiana chartered, stock savings bank.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
the Bank. All significant intercompany balances and transactions have been
eliminated in consolidation.
7
<PAGE> 8
(2) LOANS RECEIVABLE
Loans receivable (in thousands) at March 31, 1999 and December 31, 1998
consisted of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
-------------------------- --------------------------
<S> <C> <C>
Mortgage Loans:
Single Family Residential $ 164,272 $ 168,533
Single Family Construction 9,803 11,651
Multi-family Residential 467 481
Commercial Real Estate 9,136 9,371
-------------------------- --------------------------
Total Mortgage loans 183,678 190,036
Commercial Business Loans 23,641 23,143
Consumer Loans 21,891 21,388
-------------------------- --------------------------
Total Loans 229,210 234,567
Less:
Allowance for Loan Losses 2,743 2,726
Unearned Discounts/Deferred Premiums (41) (57)
Net Deferred Loan Origination Fees 320 357
Loans in Process 4,259 5,789
-------------------------- --------------------------
Net Loans $ 221,929 $ 225,752
========================== ==========================
</TABLE>
(3) EARNINGS PER SHARE
The Company adopted FAS ("Financial Accounting Standard") 128, Earnings Per
Share, as of December 31, 1997. Weighted average shares of common stock
outstanding for basic EPS excludes the weighted average shares unreleased by the
Employee Stock Ownership Plan ("ESOP") (161,063 and 182,995 shares at March 31,
1999 and March 31, 1998, respectively) and the weighted average unvested shares
in the Recognition and Retention Plan ("RRP") (83,538 and 98,189 at March 31,
1999 and March 31, 1998, respectively). The effect on diluted EPS of stock
option shares outstanding and unvested RRP shares are calculated using the
treasury stock method. The following is a reconcilement of the numerator and
denominator for basic and diluted Earnings Per Share:
8
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<TABLE>
<CAPTION>
Three months ended
---------------------------------------
March 31, 1999 March 31, 1998
----------------- ----------------
<S> <C> <C>
Basic EPS
Income available to Common Stockholders $ 546,000 $ 764,000
================= ================
Weighted average shares of common stock
outstanding 1,525,974 2,294,632
================= ================
Per-Share Amount $ 0.36 $ 0.33
================= ================
Diluted EPS
Effect of Dilutive Securities:
Stock Options Outstanding 26,085 54,904
Restricted Stock Grants 7,203 13,441
----------------- ----------------
Weighted average shares of common stock
outstanding 1,559,262 2,362,978
================= ================
Per-Share Amount $ 0.35 $ 0.32
----------------- ----------------
</TABLE>
This Form 10-Q contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, which may
be identified by the use of such words as "believe," "expect," "anticipate,"
"should," "planned," "estimated" and "potential." Examples of forward-looking
statements include, but are not limited to, estimates with respect to the
financial condition, results of operations and business of the Company that are
subject to various factors which could cause actual results to differ
materially from the estimates. These factors include, but are not limited to,
general economic conditions, changes in interest rates, deposit flows, loan
demand, real estate values, and competition; changes in accounting principles,
policies, or guidelines; changes in legislation or regulation; and other
economic, competitive, governmental, regulatory, and technological factors
affecting the Company's operations, pricing, products and services.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
CHANGES IN FINANCIAL CONDITION
At March 31, 1999, the consolidated assets of the Company totaled
$288.7 million, an increase of $6.6 million, or 2.3%, from December 31, 1998.
The primary reasons for the increase in consolidated assets were an increase in
cash and cash equivalents of $10.1 million, or 133.8%, and an increase in
mortgage-backed securities available for sale of $8.7 million, or 76.1%, all of
which were partially offset by a decrease in investment securities available for
sale of $8.5 million, or 56.5%, and a decrease in loans receivable, net, of $3.8
million, or 1.7%. Asset growth was funded primarily by an increase in total
deposits of $4.6 million, or 2.3%, together with an increase of $2.5 million, or
5.3%, in advances from Federal Home Loan Bank, all of which was partially offset
by a decrease in total stockholders' equity of $1.0 million, or 3.2%.
Cash and cash equivalents increased $10.1 million, or 133.8%, to
$17.7 million at March 31, 1999, compared to $7.6 million at December 31, 1998.
Cash flows from operating activities, investing activities, and financing
activities amounted to $1.3 million, $3.5 million, and 5.4 million,
respectively, for the three months ended March 31, 1999. As of March 31, 1999,
cash and cash equivalents funded 6.1% of total assets, compared to 2.7% at
December 31, 1998.
The Company owned $554,000 of trading securities as of March 31,
1999 compared to $575,000 at December 31, 1998. The Company has no intention to
increase significantly its trading securities portfolio. Trading securities are
carried at fair value.
9
<PAGE> 10
Investment securities available for sale decreased $8.5 million, or
56.5%, to $6.5 million at March 31, 1999, compared to $15.0 million at December
31, 1998. The primary reason for such decrease was the redemption of $18.4
million of investment securities, which was partially offset by the purchase of
$10.0 million of investment securities. As of March 31, 1999, investment
securities available for sale amounted to 2.3% of assets and consisted of U.S.
Government and Federal agency obligations.
The mortgage-backed securities available for sale portfolio
increased $8.7 million, or 76.1%, to $20.1 million at March 31, 1999 as compared
to $11.4 million at December 31, 1998. The increase reflects purchases of $10.0
million, which were partially offset by normal principal repayments of $1.2
million and a $172,000 decrease in unrealized gains on such securities.
Mortgage-backed securities available for sale amounted to 7.0% of total assets
at March 31, 1999 compared to 4.0% at December 31, 1998. Mortgage-backed
securities held to maturity decreased $111,000, or 0.9%, to $12.2 million at
March 31, 1999 compared to $12.4 million at December 31, 1998. Such decrease was
primarily the result of principal repayments.
Loans receivable, net, decreased $3.8 million, or 1.7%, to $221.9
million at March 31, 1999, compared to $225.8 million at December 31, 1998.
Single family residential loans decreased $6.1 million, or 3.4%, to $174.1
million at March 31, 1999 compared to $180.2 million at December 31, 1998. This
decrease, together with a $235,000, or 2.5%, decrease in commercial real estate
mortgage loans, and a $14,000 decrease in multi-family residential mortgage
loans, were partially offset by an increase in commercial business loans of
$498,000, or 2.2%, to $23.6 million at March 31, 1999 and an increase in
consumer loans of $503,000, or 2.4%, to 21.9 million at March 31, 1999. Loans
receivable, net, were 76.9% of total assets as of March 31, 1999 compared to
80.0% at December 31, 1998.
Deposits increased $4.6 million, or 2.3%, to $205.2 million at March
31, 1999, from $200.6 million at December 31, 1998. The increase in deposits is
primarily attributable to growth in the Company's new Fleur de Lis accounts,
which are interest-bearing demand accounts. Total interest-bearing demand
accounts increased $6.4 million during the three months ended March 31, 1999,
which was partially offset by a $1.0 million decrease in non-interest bearing
demand accounts, a $680,000 decrease in savings accounts, and a $118,000
decrease in certificates of deposit accounts. Total deposits funded 71.1% of
total assets both at March 31, 1999 and December 31, 1998.
Advances from the FHLB of Dallas increased $2.5 million, or 5.3%, to
$49.7 million at March 31, 1999 from $47.2 million at December 31, 1998. Of the
Company's total outstanding FHLB advances, $11.9 million were contractually due
within twelve months, while an additional $10.0 million were callable in May of
1999, and quarterly thereafter. No payments are scheduled prior to the earlier
of maturity or call dates. Under an existing blanket collateral agreement, the
Company has the ability to borrow up to approximately $95.5 million from the
FHLB of Dallas, which together with the current advances, would be secured by
mortgage loans and by Federal Home Loan Bank Stock. Advances from the FHLB of
Dallas funded 17.2% and 16.7% of assets at March 31, 1999 and December 31, 1998,
respectively.
Total stockholders' equity decreased $1.0 million, or 3.2%, to $31.1
million at March 31, 1999, compared to $32.2 million at December 31, 1998. The
decrease was primarily attributable to the Company's program of repurchasing
shares
10
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of common stock for the treasury in the amount during the quarter of $1.5
million, $207,000 in cash dividends declared on common stock, and a decrease in
accumulated other comprehensive income of $126,000, all of which was partially
offset by $546,000 of net income, $98,000 of common stock released by the ESOP
Trust, $73,000 of common stock earned by participants of the Recognition and
Retention Plan, and proceeds of exercised common stock options of $31,000.
The ratio of stockholders' equity to total assets was 10.8% and 11.4% at March
31, 1999 and December 31, 1998, respectively.
RESULTS OF OPERATIONS
The Company reported net income of $546,000 for the three months
ended March 31, 1999, compared to net income of $764,000 for the three months
ended March 31, 1998. Income per common share, basic and diluted, was 36 cents
and 35 cents, respectively for the quarter ended March 31, 1999 compared to 33
cents and 32 cents, respectively, for the quarter ended March 31, 1998. While
net income decreased $218,000, in the first quarter of 1999 Compared to the
first quarter of 1998, income per common share, basic and diluted, both
increased three cents per share, because of the fewer average number of common
shares outstanding at March 31, 1999, compared to March 31, 1998. The $218,000,
or 28.5%, decrease in net income for the quarter ended March 31, 1999, compared
to the quarter ended March 31, 1998, was due primarily to a $154,000 decrease
in net interest income, a $97,000 decrease in non-interest income, and a
$144,000 increase in non-interest expense, all of which was partially offset by
a decrease of $45,000 in the provision for loan losses and a $132,000 decrease
in income tax expense.
11
<PAGE> 12
Average Balances, Net Interest Income, and Yields Earned and Rates Paid.
The following table sets forth, for the periods indicated, information
regarding (i) the dollar amount of interest income of the Company from
interest-earning assets and the resultant average yields; (ii) the total dollar
amount of interest expense on interest-bearing liabilities and the resultant
cost; (iii) net interest income; (iv) interest rate spread; and (v) net
interest margin. Non-accrual loans have been included in the appropriate
average balance loan category, but interest on non-accrual loans has been
included for purposes of determining interest income only to the extent that
cash payments were actually received.
<TABLE>
<CAPTION>
Three Months Ended March 31,
------------------------------------------------------------------------------
1999 1998
-------------------------------------- --------------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
------------ ------------ ---------- ------------ ------------ ----------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivable:
Real estate mortgage loans $ 179,126 $ 3,409 7.61% $ 183,712 $ 3,594 7.83%
Commercial business loans 23,373 490 8.39 15,500 364 9.39
Consumer and other loans 21,327 488 9.15 15,936 376 9.44
------------ ------------ ----------- ------------
Total loans 223,826 4,387 7.84 215,148 4,334 8.06
Mortgage-backed securities 26,625 446 6.70 30,191 531 7.04
Investment securities (1) 14,130 203 5.75 13,962 226 6.47
Other earning assets 10,111 98 3.88 17,780 216 4.86
------------ ------------ ----------- ------------
Total interest-earning assets 274,692 5,134 7.48 277,081 5,307 7.66
------------ ------------
Noninterest-earning assets 7,688 6,359
------------ -----------
Total assets $ 282,380 $ 283,440
============ ===========
Interest-bearing liabilities:
Deposits:
Demand deposits $ 32,069 255 3.18 $ 19,509 $ 143 2.93
Savings deposits 19,177 81 1.69 23,204 124 2.14
Certificates of deposit 140,865 1,921 5.45 141,842 2,005 5.65
------------ ------------ ----------- ------------
Total deposits 192,111 2,257 4.70 184,555 2,272 4.92
Advance from FHLB 46,894 600 5.12 43,399 604 5.57
------------ ------------ ----------- ------------
Total interest-bearing liabilities 239,005 2,857 4.78% 227,954 2,876 5.05%
------------ ------------
Noninterest-bearing demand deposits 9,383 8,140
Other noninterest-bearing liabilities 2,332 2,431
------------ -----------
Total liabilities 250,720 238,525
-----------
Stockholders' equity 31,660 44,915
------------ -----------
Total liabilities and stockholders' equity $ 282,380 $ 283,440
============ ===========
Net interest-earning assets $ 35,687 $ 49,127
============ ===========
Net interest income/interest rate spread $ 2,277 2.70% $ 2,431 2.61%
============ ======= ============= =========
Net interest margin 3.32% 3.51%
======= =========
Ratio of average interest-earning assets
to average interest-bearing liabilities 114.93% 121.55%
============ =============
</TABLE>
(1)Includes FHLB Stock.
12
<PAGE> 13
NET INTEREST INCOME
Net interest income decreased by $154,000, or 6.3%, to $2.3 million
for the three months ended March 31, 1999, compared to $2.4 million for the
three months ended March 31, 1998. Average net interest earning assets decreased
$13.4 million from $49.1 million at March 31, 1998 to $35.7 million at March 31,
1999, while the net interest rate spread increased nine basis points from 2.61%
at March 31, 1998 to 2.70% at March 31, 1999. The primary reason for the
decrease in average net interest earning assets was to the Company's utilization
of its cash to fund common stock repurchases. The Company's net interest rate
spread increased nine basis points because the average yield on interest-earning
assets decreased 18 basis points from 7.66% at March 31, 1998, to 7.48% for the
three months ended March 31, 1999, while the average cost of interest-bearing
liabilities decreased 27 basis points, from 5.05% for the three months ended
March 31, 1998 to 4.78% at March 31, 1999. Such changes in average yields and
rates primarily reflect changes in market rates of interest.
INTEREST INCOME
Interest income decreased $173,000, or 3.3%, to $5.1 million for the
three months ended March 31, 1999 from $5.3 million for the three months ended
March 31, 1998. The decline in interest income resulted from a lower level of
average interest earning assets, compounded by a lower overall average yield on
interest earning assets. Average interest-earning assets decreased $2.4 million,
or 0.9%, from $277.1 million at March 31, 1998 to $274.7 million at March 31,
1999. Interest income on loans increased because of a higher level of average
loans, partially offset by a decline in yields. Interest income from loans
increased $53,000, or 1.2%, from $4.3 million for the quarter ended March 31,
1998 to $4.4 million for the quarter ended March 31, 1999. The average balance
of loans increased $8.7 million, or 4.0%, from $215.1 million at March 31, 1998
to $223.8 million at March 31, 1999. The yield on loans decreased 22 basis
points, from 8.06% for the quarter ended March 31, 1998 to 7.84% for the quarter
ended March 31, 1999. Interest income from mortgage-backed securities decreased
$85,000, or 16.0%, from $531,000 for the quarter ended March 31, 1998 to
$446,000 for the quarter ended March 31, 1999. The decline in interest income
from mortgage-backed securities resulted from a lower average balance of
mortgage-backed securities, compounded by a lower overall yield on such
securities. The average balance of mortgage-backed securities decreased $3.6
million, or 11.8%, from $30.2 million for the three months ended March 31, 1998
to $26.6 million for the three months ended March 31, 1999. The average yield on
mortgage-backed securities decreased 34 basis points, from 7.04% for the quarter
ended March 31, 1998 to 6.70% for the quarter ended March 31, 1999. Interest
income from investment securities decreased because of a decline in yields
thereon, partially offset by a higher level of such investments. Interest income
from investment securities decreased $23,000, or 10.2%, from $226,000 for the
quarter ended March 31, 1998 to $203,000 for the quarter ended March 31, 1999.
The average balance of investment securities increased $168,000, or 1.2%, from
$14.0 million at March 31, 1998 to $14.1 million at March 31, 1999. The yield on
investment securities decreased 72 basis points, from 6.47% for the quarter
ended March 31, 1998 to 5.75% for the quarter ended March 31, 1999. Interest
income from other earning assets decreased $118,000, or 54.6%, from $216,000 for
the quarter ended March 31, 1998 to $98,000 for the quarter ended March 31,
1999. The decline in interest income from other earning assets resulted from a
lower level of average other earning assets, compounded by a lower overall yield
on other earning assets. The average balance of other earning assets decreased
$7.7 million, or 43.1%, from $17.8 million for the three months ended March 31,
1998 to
13
<PAGE> 14
$10.1 million for the three months ended March 31, 1999. The yield on other
earning assets decreased 98 basis points, from 4.86% for the quarter ended March
31, 1998 to 3.88% for the quarter ended March 31, 1999.
INTEREST EXPENSE
Interest expense decreased $19,000, or 0.7%, for the three months
ended March 31, 1999, compared to the three months ended March 31, 1998. A
higher average balance of deposits and advances from the Federal Home Loan Bank
was more than offset by a lower average cost of such funds. Average
interest-bearing liabilities increased $11.1 million, or 4.8%, to $239.0 million
at March 31, 1999, compared to $228.0 million at March 31, 1998. The cost of
interest-bearing liabilities decreased 27 basis points, from 5.05% for the three
months ended March 31, 1998 to 4.78% for the three months ended March 31, 1999.
A higher average balance in interest-bearing deposits was more than offset by a
lower cost of maintaining such deposits. Interest expense from interest-bearing
deposits decreased $15,000, or 0.7%, for the three months ended March 31, 1999,
compared to the three months ended March 31, 1998. The cost of interest-bearing
deposits decreased 22 basis points, from 4.92% for the three months ended March
31, 1998 to 4.70% for the three months ended March 31, 1999. The average
balances of interest-bearing deposits increased $7.6 million, or 4.1%, from
$184.6 million at March 3,1 1998, to $192.1 million at March 31, 1999. A
decrease in the cost of advances from the Federal Home Loan Bank more than
offset the cost associated with an increase in average borrowing. The average
cost of borrowing from the Federal Home Loan Bank decreased 45 basis points,
from 5.57% at March 31, 1998 to 5.12% at March 31, 1999. Interest expense on
advances from the Federal Home Loan Bank decreased $4,000, or 0.7%, from
$604,000 for the three months ended March 31, 1998 to $600,000 for the three
months ended March 31, 1999. The average balance of advances from the Federal
Home Loan Bank increased $3.5 million, from $43.4 million at March 31, 1998 to
$46.9 million at March 31, 1999.
PROVISION FOR LOAN LOSSES
The Company made no provision for loan losses for the three months
ended March 31, 1999, compared to a $45,000 provision for loan losses for the
three months ended March 31, 1998. The Company makes loans in and around the
area of Lafayette, Louisiana. The Lafayette regional economy has demonstrated a
heavy dependence on the oil and gas industry, which was in severe economic
decline in the 1980s due to low prices of such commodities. The Company
recognizes that oil and gas prices have declined in recent months and that the
potential economic impact of a continued slowdown in the oil and gas sector
could cause a significant adverse change in the performance of its loan
portfolio. The allowance for loan losses to total loans was 1.24%, and 1.21% at
March 31, 1999, and 1998, respectively.
The Company's non-performing assets amounted to 0.10% of total
assets at March 31, 1999 compared to 0.16% at December 31, 1998. As of March
31, 1999, no loans were past due ninety days or more and still accruing.
Non-accrual loans amounted to $248,000, and troubled debt restructings amounted
to $484,000, respectively each as of March 31, 1999, compared to $190,000 and
$490,000 respectively December 31, 1998. In addition, the ratio of the
Company's allowance for loan losses to non-performing loans and troubled debt
restructurings was 374.73% at March 31, 1999 compared to 290.32% at December
31, 1998. For the three months ended March 31, 1999, loan recoveries
14
<PAGE> 15
exceeded loan charge-offs by $17,000. For the three months ended March 31,
1998, loan charge-offs exceeded loan recoveries by $15,000.
NON-INTEREST INCOME
Non-interest income decreased $97,000, or 25.3%, to $287,000 for the
three months ended March 31, 1999, from $384,000 for the three months ended
March 31, 1998. The Company realized a loss of $4,000 from securities and other
investments, net of gains from sale of loans for the three months ended March
31, 1999 compared to $140,000 from gains on sales of loans and investments for
the three months ended March 31, 1998. Absent gains and losses related to
investments and sales of loans and investments, non-interest income consists of
servicing fees and charges on loans, servicing fees and charges on deposits, and
miscellaneous income. Income from these sources increased $47,000, or 19.3%,
from $244,000 for the three months ended March 31, 1998 to $291,000 for the
three months ended March 31, 1999.
NON-INTEREST EXPENSE
Non-interest expense increased $144,000, or 9.1%, from $1.6 million
for the three months ended March 31, 1998 to $1.7 million for the three months
ended March 31, 1999. Salaries and employee benefits, which account for more
than half of all non-interest expenses, increased $43,000, or 5.0%, to $907,000
for the three months ended March 31, 1999, from $864,000 for the three months
ended March 31, 1998. Occupancy expenses increased $16,000, depreciation expense
increased $11,000, and all other expenses increased $137,000, all of which,
together with salaries and employee benefits, were partially offset by a
decrease in advertising expenses of $61,000 and a decrease in Louisana bank
share and franchise tax of $2,000.
INCOME TAX EXPENSE
Income tax expense decreased $132,000, or 30.6%, to $300,000 for the
three months ended March 31, 1999, from $432,000 for the three months ended
March 31, 1998. The decrease in income tax expense relates to a slightly lower
effective tax rate applied to income before taxes, and to the decrease in
taxable income. Income before taxes decreased $350,000, or 29.3%, to $846,000
for the three months ended March 31, 1999, from $1.2 million for the three
months ended March 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary liquidity, represented by cash and cash
equivalents, is a product of its operating, investing and financing activities.
Excess liquidity includes the Company's portfolios of investment securities held
for sale and mortgage-backed securities held for sale. The Company's primary
sources of funds are deposits, borrowings, and amortization, prepayments and
maturities from its loan portfolio and its held to maturity investment
securities and mortgage-backed securities portfolios, and other funds provided
from operations. While scheduled payments from the amortization of loans and
mortgage-backed securities and maturing investment securities are relatively
predictable sources of funds, deposit flows, loan prepayments, and
mortgage-backed
15
<PAGE> 16
securities prepayments are greatly influenced by general interest rates,
economic conditions and competition. Under an existing blanket collateral
agreement covering residential mortgage loans, the Company has the ability to
borrow up to approximately $95.5 million from the FHLB through its subsidiary
bank. At March 31, 1999, the Bank had $49.7 million outstanding advances from
the FHLB of Dallas, and no other borrowings.
Liquidity management is both a daily and long-term function of
business management. Excess liquidity is generally invested in short-term
investments such as overnight deposits. On a longer-term basis, the Bank
maintains a strategy of investing in various lending products. The Bank uses its
sources of funds primarily to meet its ongoing commitments and maintain a
portfolio of mortgage-backed and investment securities. At March 31, 1999, the
total approved loan commitments outstanding amounted to $20.1 million and the
undisbursed loans in process totaled $6.0 million. At the same date, commitments
under unused lines of credit and standby letters of credit amounted to $2.3
million and $78,000 respectively. Certificates of deposit scheduled to mature in
one year or less at March 31, 1999 totaled $81.6 million. Management believes
that a significant portion of maturing deposits will remain with the Bank. The
Bank anticipates that even with interest rates at lower levels than have been
experienced in recent years, which has caused a disintermediation of funds, it
will continue to have sufficient funds to meet its current commitments.
Federally insured state-chartered banks are required to maintain
minimum levels of regulatory capital. Under current FDIC regulations, insured
state-chartered banks generally must maintain (i) a ratio of Tier 1 leverage
capital to total assets of at least 3.0% (4.0% to 5.0% for all but the most
highly rated banks) and (ii) a ratio of Tier 1 capital risk weighted assets of
at least 4.0% and a ratio of total capital risk weighted assets of at least
8.0%. At March 31, 1999, the Bank complied with all applicable regulatory
capital requirements.
The following reflects the Bank's actual levels of regulatory
capital and applicable regulatory capital requirements at March 31, 1999.
<TABLE>
<CAPTION>
Required Actual Excess
-------------------------------------------------------------------------------------
Percent Amount Percent Amount Percent Amount
------------ ------------ ------------ ------------- ------------ --------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Tier 1 leverage capital ratio 4.00% $11,011 8.20% $22,569 4.20% $11,558
Risk-based capital ratios
Tier 1 4.00 6,223 14.51 22,569 10.51 16,346
Total 8.00 $12,445 15.77 $24,533 7.77 $12,088
</TABLE>
The Company, as a separately incorporated holding company, has no
significant operations other than serving as sole stockholder of the Bank. On an
unconsolidated basis, the Company has no paid employees. The Company's assets
consist of its investment in the Bank, the Company's loan to the Bank's ESOP and
other investments, and its sources of income consists primarily of earnings from
the investment of such funds as well as any dividends from the Bank. The
expenses incurred by the Company relate to its reporting obligations under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and related
expenses as a publicly traded company. The Bank regularly reimburses the Company
for all such expenses. Management believes that the Company has adequate
liquidity available to respond to liquidity demands.
16
<PAGE> 17
IMPACT OF INFLATION AND CHANGING PRICES
The Consolidated Financial Statements and related financial data
presented herein have been prepared in accordance with generally accepted
accounting principles, which generally require the measurement of financial
position and operation results in terms of historical dollars, without
considering changes in relative purchasing power over time due to inflation.
Unlike most industrial companies, virtually all of the Company's assets and
liabilities are monetary in nature. Consequently, interest rates generally have
a more significant impact on the Company's performance than does the effect of
inflation. Interest rates do not necessarily move in the same direction or in
the same magnitude as the prices of goods and services, since such prices are
affected by inflation to a larger extent than interest rates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK AND INTEREST
RATE RISK
YEAR 2000
The Year 2000 date change is possibly the largest technological
challenge ever faced by the business and financial community. Many computer
systems may not be able to distinguish between the year 2000 and the year 1900,
which is a critical issue as the new millennium approaches. Most computers were
originally programmed to record years using two-digit fields, rather than
four-digit fields. Being Year 2000 ready means that software can appropriately
distinguish between the year 1900 and the year 2000, as well as correctly
interpreting certain other esoteric dates, which could otherwise lead to
incorrect calculations or other problems.
The Company completed its awareness and assessment phases of its
Year 2000 planning process. Several large third-party vendors provide the
Company's essential information technology ("IT") systems. Based on successful
test results, third-party vendors providing essential IT for the Company's
financial and operation systems have made representations to the Company or the
Bank that such products are Year 2000 ready. Such renovated products are
installed and running at the Company, without any material change in recurring
or ongoing operational costs relating to product support services or renovation
of existing products and services provided by third party vendors. The Company
has completed its assessment of issues related to the impact of the year 2000 on
its critical IT and non-critical IT systems. Based on its assessment, the
Company believes that there will be no consequences of its Year 2000 issues that
will be material to the Company's business, results of operations or financial
condition. The Company has estimated total costs of completion of its Year 2000
process to be less than $10,000.
The Company is now involved in its in-house testing and validation
phase of its Year 2000 plan, which tests of its essential information technology
systems are expected to validate successful test results by its third party
vendors. As of December 31, 1998, the Company had completed approximately 95% of
its internal testing. Such test results have substantially validated and
continue to reaffirm the Year 2000 compliance of the Company's mission critical
systems. The status of these activities is provided to the Company's Board of
Directors, and the Company's regulators monitor Year 2000 efforts.
17
<PAGE> 18
MARKET RISK
Market risk is the risk of loss in a financial instrument arising
from adverse changes in market rates or prices such as interest rates, foreign
currency exchange rates, commodity prices, and equity prices. The Company's
primary market risk exposure is interest rate risk. The ongoing monitoring and
management of this risk is an important component of the Company's
asset/liability management process which is governed by policies established by
its Board of Directors that is reviewed and approved annually. The Company's
actions with respect to interest rate risk and its asset/liability gap
management are taken under guidance of the Finance Committee of the Board of
Directors of the Bank, which is composed of Messrs. O'Rourke, Beacham, and
Ortego, and the Asset/Liability Management Committee ("ALCO"), which is composed
of six officers of the Bank. The Finance Committee meets jointly with the ALCO,
quarterly, to, among other things, set interest rate risk targets and review the
Company's current composition of assets and liabilities in light of the
prevailing interest rate environment. The committee assesses its interest rate
risk strategy quarterly, which is then reviewed by the full Board of Directors.
The Board of Directors delegates responsibility for carrying out the
asset/liability management policies to the ALCO. In its capacity, the ALCO
develops guidelines and strategies influencing the Company's asset/liability
management related activities based upon estimated market risk sensitivity,
policy limits, and overall market interest rate levels and trends.
INTEREST RATE RISK
Interest rate risk represents the sensitivity of earnings to changes
in market interest rates. As interest rates change, the interest income and
interest expense streams associated with the Company's financial instruments
also change, thereby affecting net interest income ("NII"), and the primary
component of the Company's earnings. The ability to maximize net interest income
is largely dependent upon the achievement of a positive interest-rate spread
that can be sustained during fluctuations of interest rates. Interest rate
sensitivity is a measure of the difference between amounts of interest-earning
assets and interest-bearing liabilities that either reprice or mature within a
given period. The difference, or the interest rate repricing "gap," provides an
indication of the extent to which an institution's interest rate spread will be
affected by changes in interest rates. A gap is considered positive when the
amount of interest-rate sensitive assets exceeds the amount of interest-rate
sensitive liabilities, and is considered negative when the amount of
interest-rate sensitive liabilities exceeds the amount of interest-rate
sensitive assets, in a given period. Generally, during a period of rising
interest rates, a negative gap within shorter maturities would adversely affect
net interest income, while a positive gap within shorter maturities would result
in an increase in net interest income. During a period of falling interest
rates, a negative gap within shorter maturities would result in an increase in
net interest income while a positive gap within shorter maturities would have
the opposite effect.
The ALCO utilizes the results of a detailed and dynamic simulation
model to quantify the estimated exposure to NII to sustained interest rate
changes. While the ALCO routinely monitors simulated NII sensitivity over a
rolling two-year horizon, it also uses additional tools to monitor potential
longer-term rate risk. More information may be found in Item 7A of the Company's
1998 Annual Report on Form 10-K for the year ended December 31, 1998.
Management believes that there has been no material change in the Company's
interest rate risk on market risk since December 31, 1998.
18
<PAGE> 19
The discussion above entitled "Year 2000" includes certain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 ("PSLRA"). This statement is included for the
express purpose of availing the Company of the protections of the safe harbor
provisions of the PSLRA. Management's ability to predict results or effects of
Year 2000 issues is inherently uncertain, and is subject to factors that may
cause actual results to differ materially from those projected. Factors that
could affect the actual results include the possibility that remediation efforts
and contingency plans will not operate as intended, the Company's failure to
timely or completely identify all software and hardware applications requiring
remediation, unexpected costs, and the uncertainty associated with the impact of
Year 2000 issues on the banking industry and on the Company's customers,
vendors, and others with whom it conducts business. Readers are cautioned not to
place undue reliance on these forward-looking statements
19
<PAGE> 20
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security-Holders.
On April 28, 1999 the Company held the annual meeting of the
stockholders for the following purposes: (1) to elect three
directors for a three-year term expiring in 2002, and until their
successors are elected and qualified; (2) to ratify the appointment
by the Board of Directors of Castaing, Hussey, Lolan & Dauterive,
LLP as the Company's independent auditors for the fiscal year ending
December 31, 1999.
Votes were cast as follows:
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------
1 (a) William H. 1 (b). Jerry 1 (c). John H.
Mouton Reaux DeJean
- - ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
For 1,409,791 1,416,091 1,416,091
- - ----------------------------------------------------------------------------------------------------------------------
Withheld 19,568 13,268 13,268
- - ----------------------------------------------------------------------------------------------------------------------
Total Votes Cast 1,429,359 1,429,359 1,429,359
- - ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------
2 Castaing, Hussey, Lolan &
Dauterive, LLP
- - ----------------------------------------------------------------
<S> <C>
- - ----------------------------------------------------------------
For 1,427,243
- - ----------------------------------------------------------------
Against 950
- - ----------------------------------------------------------------
Abstain 1,166
- - ----------------------------------------------------------------
Total Votes Cast 1,429,359
- - ----------------------------------------------------------------
</TABLE>
Item 5. Other Information.
Not applicable.
<TABLE>
<CAPTION>
Item 6. Exhibits and Reports on Form 8-K.
<S> <C>
a) 3.1* Articles of Incorporation of Acadiana Bancshares, Inc.
3.2* Bylaws of Acadiana Bancshares, Inc.
4.0* Form of Stock Certificate of Acadiana Bancshares, Inc.
10.1** Stock Option Plan
10.2** 1996 Recognition and Retention Plan and Trust Agreement for Employees
and Non-Employee Directors
10.3*** Employment Agreement between LBA Savings Bank and Gerald G. Reaux, Jr.
10.4* Form of Severance Agreement between Acadiana Bancshares, Inc., LBA
Savings Bank and Lawrence Gankendorff, James J. Montelaro, Gregory
King, Mary Anne Bertrand, Wayne Bares, Emile E. Soulier, III and Thomas
F. Debaillon
27.0 Financial Data Schedule
b) No Form 8-K reports were filed during the quarter.
</TABLE>
-------------------------
<TABLE>
<S> <C>
(*) Incorporated herein by reference from the Registration Statement on
Form S-1 (Registration No. 333-1396) filed by the Registrant with the
SEC on February 15, 1996, as subsequently amended.
(**) Incorporated herein by reference from the definitive proxy statement,
dated December 16, 1996, filed by the Registrant with the SEC
(Commission File No. 1-14364).
(***) Incorporated herein by reference to the Annual Report on Form 10-K
(File No. 1-14364) filed by the Registrant with the SEC on March 31,
1997.
</TABLE>
20
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ACADIANA BANCSHARES, INC.
Date: May 10, 1999 By: /s/ GERALD G. REAUX, JR.
----------------------------------
Gerald G. Reaux, Jr., President and
Chief Executive Officer
Date: May 10, 1999 By: /s/ EMILE E. SOULIER, III
--------------------------------
Emile E. Soulier, III, Vice-President and
Chief Financial Officer
21
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,077
<INT-BEARING-DEPOSITS> 16,642
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 554
<INVESTMENTS-HELD-FOR-SALE> 26,609
<INVESTMENTS-CARRYING> 12,249
<INVESTMENTS-MARKET> 12,495
<LOANS> 221,929
<ALLOWANCE> 2,743
<TOTAL-ASSETS> 288,667
<DEPOSITS> 205,242
<SHORT-TERM> 11,878
<LIABILITIES-OTHER> 0
<LONG-TERM> 37,850
0
0
<COMMON> 27
<OTHER-SE> 31,110
<TOTAL-LIABILITIES-AND-EQUITY> 288,667
<INTEREST-LOAN> 4,387
<INTEREST-INVEST> 649
<INTEREST-OTHER> 98
<INTEREST-TOTAL> 5,134
<INTEREST-DEPOSIT> 2,257
<INTEREST-EXPENSE> 2,857
<INTEREST-INCOME-NET> 2,277
<LOAN-LOSSES> 0
<SECURITIES-GAINS> (21)
<EXPENSE-OTHER> 1,718
<INCOME-PRETAX> 846
<INCOME-PRE-EXTRAORDINARY> 846
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 546
<EPS-PRIMARY> .36
<EPS-DILUTED> .35
<YIELD-ACTUAL> 3.32
<LOANS-NON> 248
<LOANS-PAST> 0
<LOANS-TROUBLED> 484
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 2,726
<CHARGE-OFFS> 47
<RECOVERIES> 64
<ALLOWANCE-CLOSE> 2,743
<ALLOWANCE-DOMESTIC> 2,743
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
