UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the fiscal year ended December_31,_1995
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ________ to ________
Commission file number 0-10241
AMERICAN BANCSHARES OF HOUMA, INC.
(Name of small business issuer in its charter)
LOUISIANA 72-0695017
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801_Barrow_Street,_Houma,_Louisiana 70360
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (504)_872-1434
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$3.00 Par
Value
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
[X]. No [ ].
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of the issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ].
State issuer's revenues for its most recent fiscal year. $7,412,959
The aggregate market value of the voting stock held by nonaffiliates*
at March 25, 1996, was $9,859,352. As per the terms of a definitive
agreement for merger with Regions Financial Corporation, a price of 1.66
times the closing market price of Regions common stock (traded on the
NASDAQ under the symbol "RGBK") was used to compute the aggregate market
value.
The number of shares of common stock, $3.00 Par Value, outstanding at
March 25, 1996, was 229,564.
<PAGE>
Documents_Incorporated_by_Reference
Document Part_of_Form_10-KSB
Annual Report to Shareholders for fiscal year
ended December 31, 1995, as specifically referred
to herein............................................ Part I, Part II,
Part III and
Part IV
*For purposes of this computation only, shares held by directors, officers,
5% shareholders and Issuer's employee stock ownership plan are excluded.
PART_I
Item_1._Description_of_Business
(a) General Information
The information called for by Item 1 is included in Issuer's 1995
Annual Report under the caption "Description of Business" and is
incorporated herein by reference.
<PAGE>
(b) Statistical Information
1. Distribution of Assets, Liabilities and Shareholders' Equity;
Interest Rates and Interest Differential
Portions of the information called for by this item of Industry
Guide 3 are included in the Issuer's 1995 Annual Report under the
captions "Summary of Average Balance Sheet, Interest and Interest
Rates" and "Comparative Changes in Interest Income and Expense"
and is incorporated herein by reference. As additional
disclosure, the following table sets forth the Company's interest
rate sensitivity analysis as of December 31, 1995 (dollars in
thousands):
<TABLE>
<CAPTION>
After
Three One
Within Through Through After Five
Three Twelve Five Years or
_Months_ _Months_ _Years__ Insensitive _Totals_
<S> <C> <C> <C> <C> <C>
Loans, net of unearned income...... $12,620 8,375 23,953 5,865 50,813
Investment securities.............. 2,084 4,178 19,361 813 26,436
Federal funds sold................. __1,300_ ____---_ ____---_ ____---_ __1,300_
Total earning assets............... $16,004 12,553 43,314 6,678 78,549
======== ======== ======== ======== ========
20.38% 15.98% 55.14% 8.50% 100.00%
======== ======== ======== ======== ========
Interest bearing deposits:
NOW & Savings accounts........... $ --- 2,807 15,908 --- 18,715
Money market accounts............ 1,242 3,727 3,313 --- 8,282
Time deposits under $100,000..... 6,502 9,674 8,050 --- 24,226
Time deposits of $100,000
or more........................ 3,584 2,745 3,080 --- 9,409
Securities sold under
repurchase agreements............ ____107_ _____93_ ____---_ ____---_ ____200_
Total interest-bearing liabilities. 11,435 19,046 30,351 --- 60,832
Noninterest bearing funds.......... ____---_ ____---_ ____---_ _17,717_ _17,717_
Funds supporting earning assets.... $11,435 19,046 30,351 17,717 78,549
======== ======== ======== ======== ========
14.56% 24.25% 38.64% 22.55% 100.00%
======== ======== ======== ======== ========
Interest sensitivity gap........... $ 4,569 (6,493) 12,963 (11,039) ---
Cumulative gap..................... 4,569 (1,924) 11,039 --- ---
Cumulative gap as a percent
of total earning assets.......... 5.82% (2.45%) 14.05% --- ---
</TABLE>
In the above table, adjustable rate assets are shown based on the
next repricing opportunity. Fixed rate assets and liabilities
are shown based on their contractual payment schedules.
Investment securities are shown at amortized cost, and pre-
payment estimates are included for mortgage-backed securities.
Interest-bearing, non-maturity deposits (NOW, savings and money
market accounts) have been a relatively stable source of funds
for the Bank. Also, the repricing of these deposits do not
result in rate changes of the same magnitude as changes in
<PAGE>
general market rates. Because of these factors, interest-
bearing, non-maturity deposits are allocated by management across
the first three time bands.
2. Investment Portfolio
Portions of the information called for by this item of Industry
Guide 3 are included in the Issuer's 1995 Annual Report in notes
1(d) and 3 to the consolidated financial statements and is
incorporated herein by reference. As additional disclosure, the
following table presents the amortized cost of investment
securities by ranges of maturities and tax equivalent yields for
each range of maturities as of December 31, 1995 (dollars in
thousands):
<TABLE>
<CAPTION>
After One After Five
Within But Within But Within After
Investment Securities ___One_Year__ __Five_Years_ __Ten_Years__ __Ten_Years__ ____Total____
Maturities and Yields: _Amount Yield _Amount Yield _Amount Yield _Amount Yield _Amount Yield
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Available-for-sale securities:
U.S. Treasury securities and
obligations of U.S.
Government agencies and
corporations................ $ 6,006 7.17% $14,333 6.19% $ --- ---% $ --- ---% $20,339 6.48%
Obligations of states and
political subdivisions...... --- --- 1,011 6.32 403 6.37 --- --- 1,414 6.33
Mortgage-backed securities... ____--- --- __1,136 6.07 ____--- --- ____--- --- __1,136 6.07
Total available-for-sale
securities................ __6,006 7.17 _16,480 6.19 ____403 6.37 ____--- --- _22,889 6.45
Held-to-maturity securities:
U.S. Treasury securities and
obligations of U.S.
Government agencies and
corporations................ --- --- 1,500 6.05 --- --- --- --- 1,500 6.05
Obligations of states and
political subdivisions...... 22 5.40 1,197 6.67 410 6.79 --- --- 1,629 6.68
Mortgage-backed securities... ____--- --- ____418 6.95 ____--- --- ____--- --- ____418 6.95
Total held-to-maturity
securities................ _____22 5.40 __3,115 6.41 ____410 6.79 ____--- --- __3,547 6.45
Total investment securities... $ 6,028 7.16% 19,595 6.22% $ 813 6.58% $ --- ---% $26,436 6.45%
======= ======= ======= ======= =======
</TABLE>
In the above table, yields on obligations of states and political
subdivisions are shown as tax equivalent amounts based on a 34%
federal income tax rate and adjusted for the nondeductibility of
certain interest expense incurred to carry tax-exempt
obligations.
<PAGE>
3. Loan Portfolio
Portions of the information called for by this item of Industry
Guide 3 are included in the Issuer's 1995 Annual Report in notes
1(e), 1(f), 1(g), 4 and 5 to the consolidated financial
statements and is incorporated herein by reference. Additional
loan portfolio disclosures follow.
The following table presents, as of December 31, 1995, maturities
of loans classified as commercial and agricultural and real
estate - construction based on the remaining schedule of
principal payments (amounts in thousands):
<TABLE>
<CAPTION>
_____________________Maturity______________________
One Year After One Year After
Type of Loans: or_Less_ Through_Five_Years Five_Years _Total_
<S> <C> <C> <C> <C>
Commercial and agricultural................... $4,384 1,556 175 6,115
Real estate - construction.................... $1,743 129 190 2,062
</TABLE>
Of the total loans above due after one year, approximately
$669,000 are loans with floating interest rates while the
remaining $1,381,000 have predetermined interest rates.
Additionally, approximately $186,000 of the loans due after one
year with predetermined interest rates balloon within one year
for repricing purposes.
The following table presents an analysis of nonaccrual, past due
and restructured loans by type as of December 31, 1995 and 1994
(amounts in thousands):
__December_31,__
Nonaccrual Loans: __1995_ __1994_
Loans to individuals.......................... $ 78 7
======= =======
Loans contractually past due 90 days or more
as to interest or principal payments (These
loans are adequately collateralized and in
the process of collection, and accordingly
are not included in the nonaccrual loans
above):
Real estate-mortgage........................ $ --- 12
Loans to individuals........................ ___112_ ____42_
$ 112 54
======= =======
Loans, the terms of which have been restructured
to provide a reduction of deferral of interest
or principal because of a deterioration in
financial condition of the borrower:
Real estate - mortgage...................... $ 949 1,041
======= =======
<PAGE>
As of December 31, 1995, management was unaware of any potential
problem loans that have not been disclosed above where possible
credit problems of borrowers would cause management to have
serious doubts as to the ability of such borrowers to comply with
the present loan repayment terms or would require such loans to
be disclosed above.
4. Summary of Loan Loss Experience
The following table summarizes loan balances at the end of each
period and yearly averages, changes in the allowance arising from
charge-offs and recoveries by category and additions to the
allowance which have been charged to operations (dollars in
thousands):
Year Ended
___December_31,___
__1995__ __1994__
Total loans outstanding at end of year, net of
unearned income............................. $50,813 51,491
======== ========
Average amount of loans outstanding, net of
unearned income............................. $50,872 46,343
======== ========
Balance of allowance for loan losses at
beginning of year........................... $_1,133_ __1,162_
Loans charged off:
Loans to individuals........................ ____366_ ____117_
Recoveries of loans previously charged off:
Commercial and agricultural................. 130 4
Real estate - mortgage...................... 13 58
Loans to individuals........................ _____83_ _____21_
Total recoveries.......................... ____226_ _____83_
Net charge-offs............................... ____140_ _____34_
Provisions for loan losses charged to
operating expense........................... ____---_ ______5_
Balance of allowance for loan losses at end
of year..................................... $ 993 1,133
======== ========
Ratio of net charge-offs to average loans
outstanding................................. 0.28% 0.07%
======= ========
<PAGE>
The entire allowance is available to absorb loan losses
regardless of type. The following table presents an allocation
of the allowance by loan type based on management's estimates of
potential losses as of December 31, 1995 and 1994. The table
also presents the percentage of loans in each category to total
loans (dollars in thousands):
<TABLE>
<CAPTION>
_______________December_31,_____________
________1995_______ ________1994_______
Balance applicable to: Allowance Loan_Mix Allowance Loan_Mix
<S> <C> <C> <C> <C>
Commercial and agricultural.............................. $ 74 12.0% $ 66 10.5%
Real estate - mortgage................................... 406 59.1 488 54.6
Real estate - construction............................... 29 4.1 24 3.5
Loans to individuals..................................... 186 24.8 223 31.4
Unallocated.............................................. _____298_ ___N/A_ _____332_ ___N/A_
$ 993 100.0% $ 1,133 100.0%
========= ======= ========= =======
</TABLE>
5. Deposits
A summary of average deposits and rates paid by category is
presented below (dollars in thousands):
<TABLE>
<CAPTION>
________Year_Ended_December_31,_______
_______1995_______ _______1994_______
Deposit Category: _Amount_ __Rate__ _Amount_ __Rate__
<S> <C> <C> <C> <C>
Noninterest-bearing deposits............................... $16,086 ---% $15,870 ---%
NOW accounts............................................... 10,405 2.04 10,762 2.04
Money Markets.............................................. 7,229 2.67 8,094 2.67
Savings.................................................... 8,990 2.70 9,702 2.79
Time....................................................... _32,256_ 5.46 _24,814_ 4.13
Total deposits........................................... $74,966 $69,242
======== ========
</TABLE>
Maturities for time deposits of $100,000 or more at December 31,
1995, are as follows (amounts in thousands):
Three months or less................................. $ 3,584
Over 3 months through 6 months....................... 1,139
Over 6 months through 12 months...................... 1,606
Over 12 months....................................... __3,080_
$ 9,409
========
<PAGE>
6. Return on Assets and Equity
Consolidated operating and capital ratios are presented in the
following table:
Year Ended
_December_31,_
_1995_ _1994_
Return on average assets..................... 1.22% 1.31%
Return on average equity..................... 12.57% 13.62%
Dividend payout ratio........................ 25.66% 22.66%
Average equity to average assets............. 9.74% 9.61%
Item_2._Description_of_Property
The information called for by Item 2 is included in Issuer's 1995 Annual
Report under the caption "Description of Business" and is incorporated
herein by reference.
Item_3._Legal_Proceedings
State of Louisiana, ex rel, William J. Guste, Jr., Attorney General and
the Louisiana Economic Development Corporation v. American Bank and
Trust Company of Houma and KTK Holding, Inc.
On May 22, 1990, the State of Louisiana and the Louisiana Economic
Development Corporation (hereinafter collectively referred to as "LEDC")
filed a declaratory judgment action against the Bank in the 32nd Judicial
Court in Terrebonne Parish. This lawsuit was amended on September 14,
1990. The lawsuit seeks a declaration that LEDC's three million dollar
guaranty of an industrial development loan by the Bank to Kirk
Manufacturing of Houma, Inc. (the "Loan") is null and void. LEDC claims
that the guaranty should be voided because the Bank failed to service the
Loan according to its customary and usual business practices. The
borrowers defaulted on the Loan and the Bank accelerated the outstanding
balance and seized LEDC's three million dollar certificate of deposit in
satisfaction of the Loan. On September 14, 1990, LEDC filed two motions
in connection with this matter. This first motion sought the
reinstatement of LEDC's three million dollar certificate of deposit
pending resolution of the case. The second sought the authority to
foreclose on the property without prejudice. On November 9, 1990, LEDC
and the Bank resolved these motions by stipulating that LEDC could enter
an appearance in the Kirk bankruptcy proceedings and take any action
necessary to secure the property. LEDC also stipulated that the
reinstitution of the three million dollar certificate of deposit would be
resolved at the time of trial on the merits. On November 6, 1990, the
Bank filed an answer and reconventional demand to LEDC's lawsuit. LEDC
filed its answer to the Bank's reconventional demand on February 1, 1991.
The Bank does not know when or if LEDC will seek to move this lawsuit
forward.
In 1994, the Bank filed an Exception seeking to dismiss the State as a
plaintiff. The Bank also filed a Motion seeking the release of
approximately three million dollars of securities which were pledged to
secure LEDC's deposit in the Bank in accordance with state law. On March
7, 1995, the court ruled against the Bank both of these issues on the
basis that the State was originally the ultimate owner of the deposit and
that a summary judgment on the release of the securities would not be
appropriate until the case is resolved.
<PAGE>
The Bank and its counsel cannot determine with any certainty the Bank's
exposure, if any, at this time. However, the Bank has meritorious
defenses and will continue to vigorously defend its position.
Item_4._Submission_of_Matters_to_a_Vote_of_Security_Holders
There were no matters submitted to a vote of security holders during the
fourth quarter of 1995.
PART_II
Item_5._Market_for_Issuer's_Common_Equity_and_Related_Shareholder_Matters
The information called for by Item 5 is included in Issuer's 1995 Annual
Report under the caption "Common Stock Data" and is incorporated herein
by reference.
Item_6._Management's_Discussion_and_Analysis_of_Financial_Condition
and_Results_of_Operation
The information called for by Item 6 is included in Issuer's 1995 Annual
Report in the section titled "Management's Discussion and Analysis of
Selected Financial Data" and is incorporated herein by reference.
Item_7._Financial_Statements
The information called for by Item 7 is included in Issuer's 1995 Annual
Report in the section titled "Consolidated Financial Statements" and is
incorporated herein by reference.
Item_8._Changes_in_and_Disagreements_with_Accountants_on_Accounting
and_Financial_Disclosure
During the two most recent fiscal years and subsequent interim period,
there have been no changes in accountants or disagreements on any matter
of accounting principals or practices or financial statement disclosure.
PART_III
Item_9._Directors_and_Executive_Officers;
Compliance_with_Section_16(a)_of_the_Exchange_Act
The directors of American Bancshares represent a cross-section of the
Terrebonne Parish economy. Individuals in farming, energy, insurance,
retail sales and other professional careers are included in the following
table, which also discloses the year directorship was attained and the
number and percentage of American Bancshares outstanding common stock
held as of March 25, 1996.
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Bank Beneficial Ownership
Name, Age and Director _(Voting_and_Investment_Power)_ Percent
Principal_Occupation___________ __Since_ ___Sole__ __Shared_ __Total__ Of_Class
<S> <C> <C> <C> <C> <C>
Robert W. Boquet (age 52) 1984 999 300 1,299 0.6%
President and Chief
Executive Officer of the
Company and American Bank
and Trust Co. of Houma
Francis O. Bourg, Jr. (age 73) 1975 8,681 --- 8,681 3.8%
President, Bourg Bros.
Moving and Storage
Russel J. Brien (age 70) 1968 2,783 --- 2,783 1.2%
President, Russel Brien Farms,
Inc.
A. Moore Cook (age 70) 1972 12,808 1,411 14,219 6.2%*
Chairman of the Board of
the Company and American
Bank and Trust Co. of Houma
Consulting Petroleum Engineer
Dr. Allen J. Ellender (age 75) 1972 377 --- 377 0.2%
Retired Physician
Philip E. Henderson (age 62) 1979 4,905 --- 4,905 2.1%
Vice Chairman of the Board
of the Company
Attorney, Henderson, Hanemann
& Morris, A Professional Law
Corporation
Conrad J. Lirette (age 85) 1967 1,759 11,028 12,787 5.6%*
President, Bayou Barge
Company, Inc.
John B. Marceaux (age 68) 1979 3,805 700 4,505 2.0%
Marketing Specialist,
Bayou Oaks Hospital
Charles A. Page (age 74) 1964 755 --- 755 0.3%
President, Charles A. Page
& Sons Insurance Agency, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Amount and Nature of
Bank Beneficial Ownership
Name, Age and Director _(Voting_and_Investment_Power)_ Percent
Principal_Occupation___________ __Since_ ___Sole__ __Shared_ __Total__ Of_Class
<S> <C> <C> <C> <C> <C>
Sidney A. Pellegrin (age 78) 1964 1,308 --- 1,308 0.6%
Real Estate and Office Rentals
Wm. Clifford Smith (age 60) 1965 466 28,800 29,266 12.7%*
President, T. Baker Smith &
Son, Inc., Civil Engineers
Earl Williams (age 67) 1977 1,500 --- 1,500 0.7%
President, Earl Williams
Clothing Store, Inc.
*Directors Cook, Lirette and Smith are the only shareholders owning more than five
percent of American Bancshares' outstanding common stock.
</TABLE>
Each director listed above has been engaged in the principal occupation
set forth below his name or employed by the company shown in a similar
capacity for the past five years.
The following directors are the executive officers of American
Bancshares:
Officer
Name__________________ Age Since__ Current_Position___________
A. Moore Cook 70 1977 Chairman of the Board
Philip E. Henderson 62 1986 Vice Chairman of the Board
Robert W. Boquet 52 1984 President and
Chief Executive Officer
Russel J. Brien 70 1984 Secretary
Conrad J. Lirette 85 1977 Treasurer
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's Directors, Officers and Principal Shareholders report their
ownership of the Company's common stock and any changes in that ownership
to the Securities and Exchange Commission. Based on a review of the
forms submitted to it, management believes that all required filings for
the year 1995 have been made in a timely manner with the exception of one
late filing made by Mr. Conrad J. Lirette concerning a single
transaction.
<PAGE>
Item_10._Executive_Compensation
(a) Compensation of Chief Executive Officer
The following table provides a summary of the compensation for the
Chief Executive Officer for each of the three years ended December
31, 1995:
_______Annual_Compensation_______
Other
Annual All Other
Compen- Compen-
Name and Principal sation (1) sation (2)
Position____________ Year Salary_($) Bonus_($) ____($)___ ____($)___
Robert W. Boquet 1995 105,000 12,019 17,755 4,965
President and CEO
American Bancshares 1994 100,000 1,923 9,586 13,017
of Houma, Inc. and
American Bank and 1993 85,200 11,638 5,305 1,932
Trust Co. of Houma
(1) Includes director's fees of $16,500 in 1995, $8,300 in 1994, and
$3,800 in 1993. Also includes the value of personal use of a
Bank-owned vehicle in the amount of $1,255 in 1995, $1,286 in
1994, and $1,505 in 1993.
(2) Includes term life insurance premiums paid in the amounts of
$1,455 in 1995, $1,750 in 1994, and $1,445 in 1993. Includes
allocations of contributions to the Bank's Employee Stock
Ownership Plan of $8,072 in 1994 and $487 in 1993. Includes
matching contributions to the Bank's 401(k) plan of $3,510 in
1995 and $3,195 in 1994.
(b) Compensation of Directors
Directors of American Bancshares and American Bank are compensated at
a rate of $400 for each board meeting and $300 for each committee
meeting attended.
(c) Employment Contracts and Termination of Employment and Change in
Control Arrangements
The Bank currently has in effect a salary continuation agreement with
Mr. Robert W. Boquet providing monthly benefits of $875 for a period
of ten years to his spouse and/or dependent children in the event of
his death while employed by the Bank.
A second agreement with Mr. Boquet provides severance benefits in the
event his employment by the Bank or its successor is "involuntarily
terminated" without "just cause", or if he "leaves for good reason",
following a "change in control" of the Bank or the Company, all as
defined in the agreement. The agreement also provides a one-time
cash bonus of $65,000 to Mr. Boquet upon the closing of a merger or
acquisition of the Bank or the Company if Mr. Boquet remains an
employee of the Bank through the effective date of the merger or
acquisition. In the event of Mr. Boquet's termination as described
above after a change in control, the agreement provides for a
<PAGE>
continuation of his annual base salary, payable monthly, for up to
three years beginning with the effective date of the merger or
acquisition. Annual salary is defined as the greater of his base
salary for the preceding twelve month period or $115,000. In the
event of such termination, the agreement also provides for the
payment of COBRA insurance premiums for 18 months, the continuation
of payments for three years on a term life insurance policy currently
provided as a benefit to Mr. Boquet, and the transfer of ownership of
the automobile provided for Mr. Boquet's use.
Item_11._Security_Ownership_of_Certain_Beneficial_Owners_and_Management
(a) Security Ownership of Certain Beneficial Owners
Of the 729 shareholders as of March 25, 1996, three own over five
percent of the total outstanding shares:
Amount and Nature of
Beneficial Ownership
Title of Name and Address of (Voting_and_Investment_Power) Percent
Class___ Beneficial_Owner___ _Sole_ _Shared_ _Total_ Of_Class
Common A. Moore Cook 12,808 1,411 14,219 6.2%
P. O. Box 4173
Houma, LA. 70361
Common Conrad J. Lirette 1,759 11,028 12,787 5.6%
P. O. Box 371
Houma, LA. 70361
Common Wm. Clifford Smith 466 28,800 29,266 12.7%
P. O. Box 2266
Houma, LA. 70361
(b) Security Ownership of Management
Information on the individual security ownership of the Company's
directors and officers is included in Item 9 of this report. The
following schedule reflects the common stock ownership of all
American Bancshares directors and officers as a group:
Amount and Nature of
Beneficial Ownership
Title (Voting_and_Investment_Power) Percent
Of_Class _Sole_ _Shared_ _Total_ Of_Class
Common 40,146 42,239 82,385 35.9%
(c) Changes in Control
The information called for by this part of Item 11 is included in
Issuer's 1995 Annual Report in note 15 to the consolidated financial
statements and is incorporated herein by reference.
<PAGE>
Item_12._Certain_Relationships_and_Related_Transactions
The Bank has had, and expects to have in the future, banking transactions
in the ordinary course of business, including loans, with directors,
executive officers and companies or firms affiliated with them. All such
loans were made in the ordinary course of business, on substantially the
same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons, and do not
involve more than the normal risk of collectibility or present other
unfavorable features.
PART_IV
Item_13._Exhibits,_Financial_Statement_Schedules,_and_Reports_on_Form_8-K
(a) 1. Financial Statements
The financial statements listed below are incorporated by
reference to Issuer's 1995 Annual Report.
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Operations, Years ended December 31,
1995, 1994 and 1993
Consolidated Statements of Shareholders' Equity, Years ended
December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows, Years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements, Years ended
December 31, 1995, 1994 and 1993
Auditors' Report
2. Financial Statement Schedules
Schedules not included herein have been omitted because they are
not applicable or the required information is shown in the
consolidated financial statements or notes thereto.
3. Exhibits
(3) Restated Articles of Incorporation and amendment thereto and
By-Laws of Issuer (incorporated by reference to Exhibit 2 on
Form S-14 of American Bancshares of Houma, Inc. Registration
Statement No. 2-72194).
(13) 1995 Annual Report to Shareholders
(22) Subsidiary of American Bancshares of Houma, Inc.
(b) Reports on Form 8-K
The Issuer has not filed any reports on Form 8-K during the quarter
ended December 31, 1995.
<PAGE>
Exhibit_22
SUBSIDIARY OF AMERICAN BANCSHARES
OF HOUMA, INC.
Jurisdiction of % of Voting Securities
Name_of_Corporation____ _Incorporation_ ___Owned_by_Parent____
American Bank and Trust Louisiana 100%
Company of Houma
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: American Bancshares of Houma, Inc.
/s/_Robert_W._Boquet______________________
Robert W. Boquet
President and Chief Executive Officer
DATE: March_29,_1996
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on
dates indicated.
Signature________________ Title________________________ Date__________
/s/_A._M._Cook___________ Chairman of the Board April_1,_1996_
A. M. Cook
_________________________ Vice-Chairman of the Board ______________
Philip E. Henderson
/s/_Robert_W._Boquet_____ President and Chief Executive March_29,_1996
Robert W. Boquet Officer and Director
/s/_Russel_J._Brien______ Secretary and Director April_1,_1996_
Russel J. Brien
/s/_Conrad_J._Lirette____ Treasurer and Director March_29,_1996
Conrad J. Lirette
/s/_Francis_O._Bourg,_Jr. Director March_29,_1996
Francis O. Bourg, Jr.
_________________________ Director ______________
Dr. Allen J. Ellender
/s/_John_B._Marceaux_____ Director March_29,_1996
John B. Marceaux
_________________________ Director ______________
Charles A. Page
<PAGE>
Signature________________ Title________________________ Date__________
/s/_Sidney_A._Pellegrin__ Director March_29,_1996
Sidney A. Pellegrin
_________________________ Director ______________
Wm. Clifford Smith
/s/_Earl_Williams________ Director March_29,_1996
Earl Williams
<PAGE>
American Bancshares of Houma, Inc.
And Subsidiary
(Bank Logo)
American Bank
& Trust Co. of Houma
Annual Report
1995
<PAGE>
Annual Shareholders' Report
Contents
President's Message to Shareholders
In Memoriam
Description of Business
Transfer Agent and Registrar
Form 10-KSB
Annual Disclosure Statement
Common Stock Data
Selected Financial Data
Management's Discussion and
Analysis of Selected Financial Data
Independent Auditors' Report
Consolidated Financial Statements
Corporate Information
<PAGE>
President's Message to Shareholders
To the Shareholders of American Bancshares of Houma, Inc.:
American Bancshares, through its wholly-owned subsidiary, American
Bank & Trust Company of Houma, completed 1995 with income of $1,028,978
compared to $1,013,301 for the year ending December 31, 1994. Earnings per
share equalled $4.48, increasing the book value of the company to $37.81
per share at year-end. In reviewing the company's balance sheet, deposits
reflect an increase of $4,447,050 or 6.0% for the year while loan balances
decreased by $672,307 or 1.3%. This increase in deposits, coupled with
reductions in the loan portfolio and other asset categories, allowed the
bank to invest an additional $8,764,482 in high quality investment
securities, resulting in a 48.7% increase in our investment securities
portfolio. Total consolidated assets increased by $5,862,786 or 7.1%,
ending the year at $88,210.417. One factor enhancing profitability during
1995 was higher net interest income due to the 8.7% increase in average
interest earning assets. Interest income increased by $726,572 or 13.5%
while interest expense increased by $680,029 or 39.0%.
In view of the company's continued favorable operating results, our
Board of Directors approved annual dividends to shareholders during 1995 of
$1.15 per share, a 15% increase over 1994.
Recently we announced the signing of a definitive agreement with
Regions Financial Corporation under which the company would be acquired by
Regions. Under the terms of the agreement, the company's shareholders will
receive 1.66 shares of Regions' common stock for each share of the
company's stock. The transaction, which is structured as a tax-free merger
for federal income tax purposes, is subject to the approval of the
company's shareholders and the receipt of appropriate regulatory approvals.
Regions has an outstanding reputation as a strong and responsible bank
which prides itself on excellent service to its customers and the
communities it operates in. I am confident that our shareholders,
customers and staff will benefit from this affiliation.
Sincerely,
/s/ Robert W. Boquet
Robert W. Boquet
President & CEO
<PAGE>
In Memoriam
In memory of our esteemed Board Member, William R. "Bill" Norman,
Sr., the Board of Directors does hereby offer the following resolution:
Resolution
WHEREAS, Mr. William R. Norman was a long-time member of the Board of
Directors of the American Bank & Trust Company of Houma,
WHEREAS, Mr. Norman's manifold contributions over the years have
caused American Bank to grow and prosper, and
WHEREAS, Mr. Norman's passing is mourned by his many friends and
associates, not only in banking but also in the civic and social fiber of
our community, then
BE IT RESOLVED, that the Board of Directors of the American Bank &
Trust Company of Houma expresses its sorrow and sympathy to Mr. Norman's
wife and family at his passing.
<PAGE>
Description of Business
American Bancshares of Houma, Inc. (American Bancshares, or the
Company) is a one-bank holding company headquartered in Houma, Louisiana.
Organized November 30, 1970, as Ter-Am Corporation (a registered bank
holding company under the Bank Holding Company Act of 1956), American
Bancshares converted to a 100 percent holding company of American Bank and
Trust Company of Houma (American Bank, or the Bank) as of October 1, 1981.
Organized under the Louisiana Corporate Statutes on March 16, 1964,
American Bank is a full-service banking institution with $88 million in
assets as of December 31, 1995. With the exception of a trust department,
the Bank offers banking services such as commercial, mortgage and retail
lending and a full range of deposit services. The Bank is a member of the
Federal Deposit Insurance Corporation. At December 31, 1995, the Bank's
employees numbered 81 consisting of 61 full-time and 20 part-time
employees.
The principal offices of American Bancshares and the Bank are located
at 801 Barrow Street, Houma, Louisiana. Houma is the parish seat and
primary urban area of Terrebonne Parish, whose population approximates
100,000. In addition to its main office, the Bank has four full-service
branches and a limited-service drive-up facility, all located within
Terrebonne Parish. One of the Bank's branches is located within the
Southland Mall, a regional shopping center. The Bank has automated teller
machines (ATM's) at each of its branch locations. In addition, the Bank
has positioned an ATM within a local supermarket and plans to install its
second ATM within the Southland Mall during the first quarter of 1996. The
Bank owns its main office and three of its branch locations and leases the
remaining two branch locations. American Bank competes with nine financial
institutions with offices in Terrebonne Parish.
Transfer Agent and Registrar
American Bank and Trust Company of Houma; 801 Barrow Street; Houma,
Louisiana, 70360.
Form 10-KSB
The annual report on Form 10-KSB, including the financial statements
required to be filed with the Securities and Exchange Commission, is
available upon written request to Ben D. Borne, Executive Vice President &
Cashier, American Bank and Trust Company of Houma, Post Office Box 110,
Houma, Louisiana 70361.
Annual Disclosure Statement
Part 350 of the FDIC Rules and Regulations requires banks to make
available on request an annual disclosure statement containing certain
required information. As permitted by section 350.5(c) of the regulation,
the Bank has elected to use this Annual Report as its alternative annual
disclosure statement. This annual report has not been confirmed for
accuracy or relevance by the Federal Deposit Insurance Corporation.
<PAGE>
Common Stock Data
The primary market area for American Bancshares' common stock is
composed of the South Louisiana parishes of Terrebonne, St. Mary and
Lafourche. The Company's stock is not listed on any securities exchange
and is not registered with the National Association of Securities Dealers.
Starting in November of 1995, the securities brokerage firm of Legg Mason
Wood Walker, Inc. (Legg Mason) located in Houma, Louisiana, began handling
trades of the Company's stock. Prior to that time, the stock was traded
privately by shareholders. For trades in which the price information was
made available to the Transfer Agent and Registrar, the range of high and
low bid prices are presented below for each quarter within the last two
years. Price information for trades prior to November of 1995 was provided
by the parties to the individual transactions; otherwise, price information
is as per Legg Mason:
<TABLE>
<CAPTION>
_______________1995_______________ _______________1994_______________
Fourth Third Second First Fourth Third Second First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C> <C> <C> <C> <C>
High............... $26.00 26.00 28.00 28.00 $22.00 22.00 22.00 22.00
Low................ 26.00 25.00 25.00 22.00 22.00 22.00 20.00 17.00
</TABLE>
The Company paid cash dividends totaling $1.15 per share in 1995 and
$1.00 per share in 1994 and expects that comparable cash dividends will
continue to be paid in the future.
The number of shareholders of record at March 15, 1996, was 729.
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
(Amounts in thousands except for share and per share data)
Year End Balance Sheet: __1995__ __1994__ __1993__ __1992__ __1991__
<S> <C> <C> <C> <C> <C>
Total assets............................................... $88,210 82,348 72,577 73,665 69,247
Earning assets*............................................ 78,865 75,179 65,124 65,522 60,487
Loans (net of unearned income)............................. 50,813 51,491 39,398 34,967 33,476
Deposits................................................... 78,708 74,261 64,914 68,073 64,918
Shareholders' equity....................................... 8,680 7,524 7,215 5,167 3,762
Statement of Operations:
Total interest income...................................... $ 6,128 5,401 5,164 5,282 5,562
Net interest income........................................ 3,702 3,655 3,572 3,199 2,612
Provisions for loan losses................................. --- 5 460 93 165
Investment securities gains................................ (1) 32 246 154 ---
Other income............................................... 1,285 1,295 1,364 1,225 1,090
Other expenses............................................. 3,487 3,473 3,180 3,075 2,764
Earnings before extraordinary income and
cumulative effect of accounting change................... 1,029 1,013 1,070 941 516
Net earnings............................................... 1,029 1,013 1,871 1,405 782
Per Share Data:
Earnings before extraordinary income and
cumulative effect of accounting change................... $ 4.48 4.41 4.66 4.10 2.25
Net earnings............................................... 4.48 4.41 8.15 6.12 3.41
Book value................................................. 37.81 32.78 31.43 22.51 16.39
Cash dividends............................................. 1.15 1.00 0.50 --- ---
Number of shares used in calculation
of earnings per share.................................... 229,564 229,564 229,564 229,564 229,564
* Earning assets include nonaccrual loans. See note 5 to the consolidated financial statements for amounts as
of December 31, 1995 and 1994.
</TABLE>
<PAGE>
Management's Discussion and Analysis of Selected Financial Data
The financial condition, changes in financial condition and results of
operations of American Bancshares of Houma, Inc. (the Company) and its
banking subsidiary, American Bank and Trust Company of Houma (the Bank),
for the years ended December 31, 1995, 1994 and 1993, are discussed below.
The discussion should be read in conjunction with the consolidated
financial statements and related notes thereto for the three years ended
December 31, 1995, included in this annual report.
Overview
The local economy continued its moderate expansion over the past two
years as nonagricultural employment in the Houma Metropolitan Statistical
Area increased by 4.8% in 1995 and 5.1% in 1994. Local sales tax
collections increased by approximately 5.3% in 1995 and 10.2% in 1994. The
oil and gas, medical, seafood and tourism industries provide the economic
base for the area, supporting a wide rage of other trade and service
industries.
The series of short-term interest rate increases begun by the Federal
Reserve Bank in the first quarter of 1994 ended during the first quarter of
1995, followed by relative stability and a moderate easing of interest
rates during the second half of the year. These changes helped to ensure
sustainable economic growth with only a moderate rate of inflation. As
expected, higher mortgage interest rates during 1995 did have a slowing
effect on the local construction and housing markets due to the higher cost
of financing.
The Company's operations resulted in net earnings of $1,028,979 in
1995, $1,013,301 in 1994, and $1,870,882 in 1993. Earnings for 1993
includes the cumulative effect of an accounting change for income taxes in
the amount of $800,453. The Company's return on assets equaled 1.22%,
1.31% and 2.55% for the years ended December 31, 1995, 1994, and 1993,
respectively. Return on equity for those years equaled 12.6%, 13.6%, and
30.8%, respectively.
Earnings increased in 1995 primarily due to earning asset growth.
Excluding the cumulative effect of the accounting change for income taxes
recorded in 1993, the decrease in 1994 net earnings was due primarily to
reduced investment securities gains, increased noninterest expense, and
reduced noninterest income. Profitability was enhanced in both years due
to the tax benefits realized from increased investment in bank-qualified,
tax-exempt securities. These items are discussed in further detail in the
sections that follow.
In 1995, the Company's total assets increased 7.1%, funded primarily
by the 6.0% increase in total deposits and earnings. For the years 1995
and 1994, average total assets increased by 8.6% and 5.4%, respectively,
while average total deposits increased by 8.3% and 4.1%, respectively.
Total loans, net of unearned income, decreased 1.3% after increasing 30.7%
in 1994. The increase in deposits in 1995 coupled with reductions in other
asset categories resulted in a 48.7% increase in the investment securities
portfolio.
<PAGE>
During 1995, the Bank's commercial loan portfolio increased 12.8%.
Further enhancing its commercial loan services, the Bank began offering a
new accounts receivable management and financing program during the fourth
quarter of 1995. Real-estate mortgage loans and real-estate construction
loans increased 6.9% and 15.5%, respectively. Combined, these loans
secured by real-estate comprised 63.2% of the loan portfolio at year-end
1995. Loans to individuals decreased 22.1% in 1995 due primarily to the
curtailment of the Bank's indirect lending program. A significant portion
of the loan portfolio growth in 1994 was due to indirect automobile
financing through several local dealers. Nonperforming loans, including
loans restructured and in compliance with modified terms, represented 2.2%
of total loans at year-end 1995. Further information on loans is provided
in notes 4 and 5 to the consolidated financial statements.
As disclosed in note 12(c) to the consolidated financial statements,
the Bank is currently the defendant in a lawsuit involving the State of
Louisiana and the Louisiana Economic Development Corporation. While the
eventual outcome of this matter cannot be predicted with any certainty, the
Bank has meritorious defenses and will continue to vigorously defend its
position.
As disclosed in note 15 to the consolidated financial statements, the
Company has entered into a definitive agreement for merger with Regions
Financial Corporation, a regional, multi-bank holding company headquartered
in Birmingham, Alabama. The merger, which is subject to the approval of
the Company's shareholders and appropriate regulatory agencies, is expected
to be consummated during the third quarter of 1996.
Net Interest Income
The Company's tax-equivalent net interest margin, the spread between
the yield on earning assets and the cost of funding them, averaged 4.89% in
1995 compared to 5.22% in 1994 and 5.40% in 1993. Net interest income
increased 1.3% in 1995, in spite of the reduced net interest margin, due to
the 8.7% increase in average interest earning assets. Net interest margin
decreased in 1995 as the Bank's cost of funds increased faster than its
yield on earning assets. This was primarily due to changes in deposit mix
as average time deposit balances, paying higher rates of interest,
increased by 30.0%.
Net interest income increased by 2.3% in 1994 due to the 6.4% increase
in average interest earning assets, primarily due to growth in the loan
portfolio. Net interest margin decreased in 1994 as the average yield
realized on earning assets decreased and the cost of funds increased. In
spite of rising interest rates, the average yield realized on earning
assets decreased in 1994 due to maturities of higher yielding assets and
changes in asset mix.
Effects of changes in interest rates on the Bank's net interest margin
are discussed further in the section titled "Inflation and Interest Rates"
that follows. Detailed analysis of the components of and changes in net
interest income is provided in the "Summary of Average Balance Sheet,
Interest and Interest Rates" and the "Comparative Changes in Interest
Income and Expense" tables that follow this discussion.
<PAGE>
Allowance and Provisions for Loan Losses
The allowance for possible loan losses as a percent of total loans,
net of unearned income, equaled 2.0% at the end of 1995 and 2.2% at the end
of 1994. The Bank recorded net charge-offs of $140,736 in 1995 and $33,244
in 1994. Net recoveries of $8,783 were realized in 1993. No provisions
for loan losses were made during 1995, as the allowance is deemed to be
adequate by Bank management. Provisions for loan losses charged to expense
equaled $5,000 in 1994 and $460,000 in 1993. Additional information on the
allowance for loan losses and activity in the allowance is provided in
notes 1(g) and 4 to the consolidated financial statements.
Noninterest Income
Management periodically reviews the Bank's fee structure to ensure
adequate compensation for services provided while remaining competitive.
Noninterest income, excluding investment securities gains and losses,
decreased 0.7% in 1995 and 5.0% in 1994. The decreases were largely due to
a decrease in the volume of secondary market mortgage loan originations as
a result of higher interest rates. This was significantly offset in 1995
by an increase in service charge income on deposit accounts. Service
charge income increased primarily due to a new commercial account analysis
fee structure for high volume checking accounts and increased NSF volume
during the year. Further information on noninterest income is provided in
note 8 to the consolidated financial statements.
Sales of certain available-for-sale securities resulted in net losses
of $952 in 1995 and net gains of $32,713 in 1994. During 1994, the bank
sold all of its mortgage-backed securities having maturities greater than 5
years to provide liquidity for increased loan demand. The Company
recognized investment securities gains of $246,183 in 1993. $232,386 of
these gains were recognized in the fourth quarter of 1993 in order to
utilize federal income tax credits which would have otherwise expired. The
remainder resulted from sales of securities that were nearing maturity.
Noninterest Expense
Total noninterest expense increased only slightly in 1995 after
increasing by 9.2% in 1994. During 1995, increases in equipment expense,
directors fees, and advertising expense were largely offset by reduced
F.D.I.C. insurance premiums, supplies expense, and other expenses. The
increase in 1994 was primarily due to increases in salaries and employee
benefits, directors' fees, occupancy expense of premises, legal and
professional fees, supplies expense, advertising, data processing,
equipment expense, and postage. Included in salaries and employee benefits
for 1994 are the Bank's contribution of $92,444 to the Employee Stock
Ownership Plan (ESOP) and its accrual of approximately $20,000 as a
matching contribution to the 401(k) plan. The Bank made no contributions
to the ESOP and contributed approximately $24,000 to the 401(k) plan in
1995. Note 11 to the consolidated financial statements provides additional
details on these plans. In both 1995 and 1994, net expenses associated
with foreclosed assets were minimal as the level of foreclosed assets and
related expenses were greatly reduced. Further details of noninterest
expense are provided in note 9 to the consolidated financial statements.
<PAGE>
Income Taxes
As discussed in notes 1(k) and 10 to the consolidated financial
statements, the Company adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," effective January 1, 1993. The
cumulative effect of this accounting change, including the remaining tax
benefits of net operating loss carryforwards at that time, was $800,453 and
is included in 1993 net earnings. The remaining NOL's were fully utilized
in 1993.
Liquidity
In addition to providing safety and earnings on funds not otherwise
devoted to lending, a primary function of the investments portfolio is to
provide sufficient liquidity to accommodate any unexpected loan demand or
deposit attrition. A significant portion of the portfolio is structured to
provide a ladder of maturities designed to accomplish this function.
Amounts invested in federal funds also serve this purpose. U. S.
Government securities may be pledged to secure short-term borrowings if
necessary. As disclosed in notes 1(d) and 3 to the consolidated financial
statements, a significant portion of the Bank's investment portfolio is
classified as available-for-sale in accordance with Statement of Financial
Accounting Standards No. 115. While the Bank has the intent to hold these
securities indefinitely, they are available for disposal and may be sold
for liquidity as well as other reasons. Management believes that the
levels of short-term investments and available-for-sale securities
maintained place the Bank in a sound liquidity position.
The Bank's liquidity ratio, measured by the ratio of net cash, short-
term and marketable assets to net deposits and short-term liabilities,
equaled 34.0% and 26.7% at December 31, 1995 and 1994, respectively. The
increase in the liquidity ratio in 1995 was due primarily to the increased
size of the investments portfolio. The Bank's loans to deposits ratio
equaled 64.6% and 69.3% at December 31, 1995 and 1994, respectively.
Management's objective is to maintain a minimum liquidity ratio of 25.0%
and a maximum loans to deposits ratio of 77.0%.
Capital
Risk-based regulatory capital guidelines set forth minimum supervisory
ratios of total capital to total "risk-weighted" assets of 8.00%, Tier 1
capital to total risk-weighted assets of 4.0%, and a leverage ratio (Tier 1
capital to total assets) of 4.0%. Because the Company has total
consolidated assets of less than $150 million and meets certain other
conditions, the guidelines are applied on a Bank-only basis. Net
unrealized gains and losses on available-for-sale securities reported as a
separate component of shareholders' equity are excluded from Tier 1 and
total capital. For the Bank, Tier 1 capital consists of its shareholders'
equity excluding the net unrealized gains or losses on available-for-sale
securities. Total capital consists of Tier 1 capital plus an allowable
portion of the allowance for loan losses. At December 31, 1995 and 1994,
the Bank's total capital to total risk-weighted assets ratio equaled 18.6%
and 16.8%, respectively, its Tier 1 capital to total risk-weighted assets
ratio equaled 17.3% and 15.5%, respectively, and its leverage ratio equaled
9.4% and 9.1%, respectively.
<PAGE>
Inflation and Interest Rates
Because the assets and liabilities of banks are primarily monetary in
nature, the Company's performance is more directly impacted by changes in
interest rates than by general levels of inflation. However, rates of
inflation (both current and expected) do affect the level of interest
rates, as evidenced by the Federal Reserve Bank's actions in recent years
in order to keep inflation under control. Earnings may be affected by
fluctuations in interest rates, depending on the structure of the Bank's
assets and liabilities. Management monitors the Bank's asset/liability
position and the interest rate environment on a regular basis in an attempt
to control exposure to interest rate risk. Although it is difficult to
determine precisely what effect future rates may have, sound
asset/liability management and pricing of services should protect the Bank
from any significant risks associated with interest rate fluctuations and
inflation.
<PAGE>
<TABLE>
<CAPTION>
Summary of Average Balance Sheet, Interest and Interest Rates
(Tax Equivalent Basis, Dollars in Thousands)
____________________________Year_Ended_December_31,____________________________
___________1995__________ ___________1994__________ ___________1993__________
Average Average Average Average Average Average
ASSETS Balance_ Interest __Rate_ Balance_ Interest __Rate_ Balance_ Interest __Rate_
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning Assets:
Loans, net of unearned
income*................... $50,872_ __4,522_ 8.89% $46,343_ __3,929_ 8.48% $36,299_ __3,199_ 8.81%
Investment securities:**
Taxable................... 21,193 1,373 6.48 20,383 1,312 6.44 27,985 1,908 6.82
Nontaxable***............. __2,083_ ____137_ 6.58 ___1,024_ _____71_ 6.93 _____97_ ______8_ 8.25
Total investment
securities............ 23,276 1,510 6.49 21,407 1,383 6.46 28,082 1,916 6.82
Federal funds sold.......... __2,380_ ____138_ 5.80 ___2,672_ ____112_ 4.19 __1,811_ _____52_ 2.87
Total interest-earning
assets................ 76,528 __6,170_ 8.06 70,422 __5,424_ 7.70 66,192 __5,167_ 7.81
Noninterest-earning Assets and
Allowance for Loan Losses:
Cash and due from banks..... 4,946 4,607 4,175
Bank premises and equipment. 2,026 1,930 1,829
Other assets................ 1,597 1,603 1,950
Allowance for loan losses... _(1,098) _(1,197) ___(717)
Total Assets............ $83,999 $77,365 $73,429
======== ======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing Liabilities:
Deposits:
NOW accounts.............. $10,405 212 2.04 $10,762 220 2.04 $10,388 200 1.93
Money markets............. 7,229 193 2.67 8,094 216 2.67 9,252 239 2.58
Savings................... 8,990 243 2.70 9,702 271 2.79 9,783 277 2.83
Time...................... _32,256_ __1,761_ 5.46 __24,814_ __1,025_ 4.13 _23,071_ ____866_ 3.75
Total deposits.......... 58,880 2,409 4.09 53,372 1,732 3.25 52,494 1,582 3.01
Short-term borrowings....... ____225_ _____17_ 7.56 _____180_ _____14_ 7.78 ____194_ ______9_ 4.64
Total interest-bearing
liabilities........... 59,105 __2,426_ 4.10 53,552 __1,746_ 3.26 52,688 __1,591_ 3.02
Noninterest-bearing Liabili-
ties and Shareholders' Equity:
Noninterest-bearing deposits 16,086 15,870 14,008
Other liabilities........... 625 505 659
Shareholders' Equity........ __8,183_ __7,438_ __6,074_
Total liabilities and
shareholders' equity.... $83,999 $77,365 $73,429
======== ======== ========
Net interest earned on total
interest-earning assets..... $76,528 3,744 4.89% $70,422 3,678 5.22% $66,192 3,576 5.40%
======== ======== ======== ======== ======== ========
* Nonaccruing loan balances are included in loans for purposes of this analysis.
** Investment securities are shown at amortized cost, with net market gains or losses on available-for-sale
securities included in other assets.
*** Interest and yields on nontaxable investment securities are shown as tax equivalent amounts based on a 34%
federal income tax rate and adjusted for the nondeductibility of certain interest expense incurred to
carry tax exempt obligations.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Comparative Changes in Interest Income and Expense
For the Years Ended December 31, 1995, 1994 and 1993
(Tax Equivalent Basis, Dollars in Thousands)
1995 Compared to 1994 1994 Compared to 1993
____Increase_(Decrease)_*__ ____Increase_(Decrease)_*__
Due to Due to Due to Due to
Change Change Change Change
in_Volume in_Rate_ __Total_ in_Volume in_Rate_ __Total_
Interest income:
<S> <C> <C> <C> <C> <C> <C>
Loans............................................... $___396_ ____197_ ____593_ ____856_ ___(126) ____730_
Investment securities:
Taxable........................................... 52 9 61 (494) (102) (596)
Nontaxable**...................................... _____70_ _____(4) _____66_ _____64_ _____(1) _____63_
Total investment securities..................... 122 5 127 (430) (103) (533)
Federal funds sold.................................. ____(13) _____39_ _____26_ _____31_ _____29_ _____60_
Total interest income........................... ____505_ ____241_ ____746_ ____457_ ___(200) ____257_
Interest expense:
NOW accounts........................................ (7) (1) (8) 7 13 20
Money markets....................................... (23) 0 (23) (31) 8 (23)
Savings............................................. (19) (9) (28) (2) (4) (6)
Time................................................ ____355_ ____381_ ____736_ _____68_ _____91_ ____159_
Total deposits.................................... 306 371 677 42 108 150
Short-term borrowings............................... ______3_ ____---_ ______3_ _____(1) ______6_ ______5_
Total interest expense.......................... ____309_ ____371_ ____680_ _____41_ ____114_ ____155_
Net interest income................................... $ 196 (130) 66 416 (314) 102
======== ======== ======== ======== ======== ========
* The change in interest due to both volume and rate has been allocated to change due to volume and change due
to rate in proportion to the relationship of the absolute dollar amounts of change in each.
</TABLE>
<PAGE>
Independent Auditors' Report
Board of Directors and Shareholders
American Bancshares of Houma, Inc.
Houma, Louisiana
We have audited the accompanying consolidated balance sheets of
American Bancshares of Houma, Inc. and Subsidiary as of December 31, 1995
and 1994, and the related consolidated statements of earnings,
shareholders' equity and cash flows for each of the three years in the
period ended December 31, 1995. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is
to express an opinion on these consolidated financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated 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, such consolidated financial statements present fairly,
in all material respects, the financial position of American Bancshares of
Houma, Inc. and Subsidiary as of December 31, 1995 and 1994, and the
results of their operations and their cash flows for each of the three
years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles.
As discussed in notes 1 and 10 to the financial statements, the
Company changed its method of accounting for income taxes effective
January 1, 1993, to conform with Statement of Financial Accounting
Standards No. 109 and changed its method of accounting for securities
effective December 31, 1993, to conform with Statement of Financial
Accounting Standards No. 115.
Deloitte & Touche LLP
New Orleans, Louisiana
February 16, 1996
<PAGE>
<TABLE>
<CAPTION>
American Bancshares of Houma, Inc. and Subsidiary
Consolidated Balance Sheets
__Year_Ended_December_31,_
Assets ____1995____ ____1994____
<S> <C> <C>
Cash and due from banks (note 2)................................................. $ 6,569,085 4,667,446
Federal funds sold............................................................... __1,300,000_ __5,700,000_
Total cash and cash equivalents................................................ 7,869,085 10,367,446
Investment securities (note 3):
Available-for-sale securities at fair value (amortized cost of
$22,888,853 and $9,884,541 in 1995 and 1994, respectively)................... 23,204,746 9,607,294
Held-to-maturity securities at amortized cost (fair value of
$3,589,122 and $8,042,238 in 1995 and 1994, respectively).................... __3,547,251_ __8,380,221_
Total investment securities................................................ 26,751,997 17,987,515
Loans (notes 4 and 5)............................................................ 50,979,617 51,651,924
Less: Unearned income............................................................ (166,845) (160,451)
Allowance for loan losses.................................................. ___(992,666) _(1,133,402)
Loans, net............................................................... 49,820,106 50,358,071
Premises and equipment, net (note 6)............................................. 2,034,301 1,970,188
Real estate acquired by foreclosure.............................................. 303,193 335,358
Accrued interest receivable...................................................... 871,550 666,291
Other assets..................................................................... ____560,185_ ____662,762_
$88,210,417 82,347,631
============ ============
Liabilities and Shareholders' Equity
Liabilities:
Deposits (note 7):
Noninterest-bearing.......................................................... $18,076,332 16,372,193
Interest-bearing............................................................. _60,631,871_ _57,888,960_
Total deposits........................................................... 78,708,203 74,261,153
Securities sold under repurchase agreements.................................... 199,638 168,255
Accrued interest payable....................................................... 503,824 298,066
Other liabilities.............................................................. ____118,291_ _____96,149_
Total liabilities........................................................ _79,529,956_ _74,823,623_
Commitments and contingencies (note 12)
Shareholders' equity (note 13):
Common stock, $3.00 par value, 1,000,000 shares authorized,
258,737 shares issued........................................................ 776,211 776,211
Capital surplus................................................................ 4,262,927 4,262,927
Retained earnings.............................................................. 4,366,370 3,601,389
Net unrealized gains (losses) on available-for-sale securities................. 208,489 (182,983)
Less cost of 29,173 shares of common stock in treasury......................... ___(933,536) ___(933,536)
Total shareholders' equity............................................... __8,680,461_ __7,524,008_
$88,210,417 82,347,631
============ ============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Bancshares of Houma, Inc. and Subsidiary
Consolidated Statements of Earnings
__________Year_Ended_December_31,_______
Interest income: ____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
Loans, including fees.............................................. $ 4,522,346 3,928,716 3,198,772
Investment securities:
Taxable.......................................................... 1,372,852 1,312,526 1,907,880
Nontaxable....................................................... 94,313 48,192 4,882
Federal funds sold................................................. ____138,042_ ____111,547_ _____52,343_
Total interest income.......................................... __6,127,553_ __5,400,981_ __5,163,877_
Interest expense:
Deposits (note 7).................................................. 2,408,566 1,732,180 1,581,794
Federal funds purchased and securities sold under
repurchase agreements............................................ _____17,241_ _____13,598_ ______9,559_
Total interest expense......................................... __2,425,807_ __1,745,778_ __1,591,353_
Net interest income.................................................. 3,701,746 3,655,203 3,572,524
Provisions for loan losses (note 4).................................. ________---_ ______5,000_ ____460,000_
Net interest income after provisions for loan losses................. 3,701,746 3,650,203 3,112,524
Noninterest income, excluding investment securities
gains and losses (note 8).......................................... 1,285,406 1,294,933 1,363,582
Investment securities gains (losses) (note 3)........................ (952) 32,713 246,183
Noninterest expense (note 9)......................................... __3,487,283_ __3,473,430_ __3,179,542_
Earnings before income taxes and
cumulative effect of accounting change............................. 1,498,917 1,504,419 1,542,747
Provisions for income tax (note 10).................................. ____469,938_ ____491,118_ ____472,318_
Earnings before cumulative effect of accounting change............... 1,028,979 1,013,301 1,070,429
Cumulative effect of accounting change for income taxes (note 10).... ________---_ ________---_ ____800,453_
Net earnings......................................................... $ 1,028,979 1,013,301 1,870,882
============ ============ ============
Per share data:
Net earnings before cumulative effect of accounting change........ $ 4.48 4.41 4.66
Cumulative effect of accounting change............................ ________---_ ________---_ _______3.49_
Net earnings...................................................... $ 4.48 4.41 8.15
============ ============ ============
Average common shares outstanding.................................... 229,564 229,564 229,564
============ ============ ============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Bancshares of Houma, Inc. and Subsidiary
Consolidated Statements of Shareholders' Equity
Net Unreal-
ized Gains
(Losses) on
Available- Total
Common Capital Retained for-Sale Treasury Shareholders'
____Stock__ __Surplus__ __Earnings_ Securities_ ____Stock__ ___Equity__
<S> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1993..... $ 776,211 4,262,927 1,061,552 --- (933,536) 5,167,154
Net earnings................... --- --- 1,870,882 --- --- 1,870,882
Dividends ($0.50 per share).... --- --- (114,782) --- --- (114,782)
Net unrealized gains on
available-for-sale securities _______---_ _______---_ _______---_ ___291,924_ _______---_ ___291,924_
Balance at December 31, 1993... 776,211 4,262,927 2,817,652 291,924 (933,536) 7,215,178
Net earnings................... --- --- 1,013,301 --- --- 1,013,301
Dividends ($1.00 per share).... --- --- (229,564) --- --- (229,564)
Net change in unrealized gains
and losses on available-for-
sale securities ............. _______---_ _______---_ _______---_ __(474,907) _______---_ __(474,907)
Balance at December 31, 1994... 776,211 4,262,927 3,601,389 (182,983) (933,536) 7,524,008
Net earnings................... --- --- 1,028,979 --- --- 1,028,979
Dividends ($1.15 per share).... --- --- (263,998) --- --- (263,998)
Net change in unrealized gains
and losses on available-for-
sale securities ............. _______---_ _______---_ _______---_ ___391,472_ _______---_ ___391,472_
Balance at December 31, 1995... $ 776,211 4,262,927 4,366,370 208,489 (933,536) 8,680,461
=========== =========== =========== =========== =========== ===========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Bancshares of Houma, Inc. and Subsidiary
Consolidated Statements of Cash Flows
_________Year_Ended_December_31,________
____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
Cash flow from operating activities:
Interest received.................................................. $ 6,006,041 5,300,741 5,316,980
Fees and commissions received...................................... 1,370,494 1,424,768 1,450,388
Interest paid...................................................... (2,220,049) (1,635,783) (1,607,260)
Other expenses paid................................................ (3,314,538) (3,325,260) (2,976,769)
Income taxes paid.................................................. ___(459,000) ___(226,994) ____(28,420)
Net cash provided by operating activities...................... __1,382,948_ __1,537,472_ __2,154,919_
Cash flows from investing activities:
Proceeds from paydowns and maturities of investment securities..... --- --- 4,211,848
Proceeds from sales of investment securities....................... --- --- 4,276,924
Purchases of investment securities................................. --- --- (2,779,452)
Proceeds from paydowns and maturities of
available-for-sale securities.................................... 2,202,431 4,979,321 ---
Proceeds from sales of available-for-sale securities............... 999,687 4,336,447 ---
Purchases of available-for-sale securities......................... (12,498,243) (2,535,469) ---
Proceeds from paydowns and maturities of
held-to-maturity securities...................................... 1,250,090 709,582 ---
Purchases of held-to-maturity securities........................... (222,449) (2,467,086) ---
Loan originations, net of repayments............................... 392,664 (12,126,285) (4,382,917)
Capital expenditures............................................... (269,884) (321,700) (191,991)
Proceeds from sales of foreclosed assets........................... 148,245 73,704 151,085
Net decrease (increase) in other assets............................ ____(95,175) ____(66,551) ______6,385_
Net cash provided by (used in) investing activities............ _(8,092,634) _(7,418,037) __1,291,882_
Cash flows from financing activities:
Net increase (decrease) in deposits................................ 4,447,050 9,347,127 (3,159,187)
Net increase (decrease) in securities sold under repurchase
agreements....................................................... 31,383 99,287 (70,054)
Net increase (decrease) in other liabilities....................... (3,110) (2,474) 3,873
Dividends paid..................................................... ___(263,998) ___(229,564) ___(114,782)
Net cash provided by (used in) financing activities............ __4,211,325_ __9,214,376_ _(3,340,150)
Net increase (decrease) in cash and cash equivalents................. (2,498,361) 3,333,811 106,651
Cash and cash equivalents at beginning of year....................... _10,367,446_ __7,033,635_ __6,926,984_
Cash and cash equivalents at the end of year......................... $ 7,869,085 10,367,446 7,033,635
============ ============ ============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
American Bancshares of Houma, Inc. and Subsidiary
Consolidated Statements of Cash Flows
Reconciliation of net earnings to net cash provided _________Year_Ended_December_31,________
by operating activities: ____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
Net earnings......................................................... $_1,028,979_ __1,013,301_ __1,870,882_
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provisions for loan losses....................................... --- 5,000 460,000
Depreciation and amortization of premises and equipment.......... 204,631 168,771 146,287
Gains on sales on foreclosed assets.............................. (15,200) (61,118) (35,000)
Write-downs of foreclosed assets................................. 44,416 91,454 173,953
Decrease (increase) in accrued interest receivable............... (205,259) (193,040) 98,430
Amortization of goodwill......................................... 13,270 13,270 13,270
Losses (gains) on sales of investment securities................. 952 (32,713) (246,183)
Net amortization of premiums on investment securities............ 96,190 74,261 62,343
Decrease (increase) in prepaid expenses.......................... (29,660) (2,915) 6,431
Increase (decrease) in accrued expenses.......................... 2,804 33,803 (14,227)
Increase (decrease) in accrued interest payable.................. 205,759 109,995 (15,908)
Losses on disposal of premises and equipment..................... 1,141 36,147 2,746
Increase (decrease) in income taxes payable...................... (4,379) (22,023) 26,402
Decrease (increase) in net deferred tax assets................... 48,680 286,147 (382,957)
Other noncash adjustments, net................................... _____(9,376) _____17,132_ ____(11,550)
Total adjustments.............................................. ____353,969_ ____524,171_ ____284,037_
Net cash provided by operating activities............................ $ 1,382,948 1,537,472 2,154,919
============ ============ ============
Supplemental schedule of noncash investing activities:
Assets acquired through foreclosure on loans....................... $ 322,147 65,698 57,730
============ ============ ============
Loans made to finance sales or foreclosed assets................... $ 167,850 84,678 73,445
============ ============ ============
Securities transferred from the held-to-maturity category to
the available-for-sale category (note 3)......................... $ 3,776,804 --- ---
============ ============ ============
See notes to consolidated financial statements.
</TABLE>
<PAGE>
American Bancshares of Houma, Inc. and Subsidiary
Notes to Consolidated Financial Statements
Years Ended December 31, 1995, 1994, 1993
(1) Summary of Significant Accounting and Reporting Policies The
accounting and reporting policies of American Bancshares of Houma,
Inc. and Subsidiary are in accordance with generally accepted
accounting principles and the prevailing practices within the banking
industry. A summary of significant accounting policies is as follows:
(a) Description of Business
American Bancshares of Houma, Inc. (the Company) is a one-bank
holding company headquartered in Houma, Louisiana. The Company's
primary asset is its 100% ownership of American Bank and Trust
Company of Houma (the Bank). The Bank began operations in
November of 1964 and currently operates six locations in
Terrebonne Parish, Louisiana. The Bank is a full service banking
institution offering a variety of loan and deposit products and
related financial services.
(b) Consolidation
The consolidated financial statements include the accounts of the
Company and the Bank. All material intercompany transactions have
been eliminated. Assets held in an agency or fiduciary capacity
are not assets of the Bank and, accordingly, are not included in
the accompanying consolidated financial statements.
(c) 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 reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(d) Investment Securities
Effective December 31, 1993, investment securities are classified
as either held-to-maturity or available-for-sale in accordance
with the provisions of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." Available-for-sale securities are those which the
Bank has the intent to hold indefinitely but are available for
disposal. Held-to-maturity securities are those which the Bank
has the positive intent and ability to hold to maturity. The Bank
does not engage in trading activities. Available-for-sale
securities are stated at fair value, with unrealized gains and
losses reported as a net amount in a separate component of
shareholders' equity, net of deferred taxes. Held-to-maturity
securities are carried at amortized cost. Premiums and discounts
on investment securities are amortized over the expected lives of
the securities according to the interest method. Gains or losses
on disposition are recorded in other operating income on the trade
date based on the net proceeds and the adjusted carrying amount of
the securities sold using the specific identification method.
<PAGE>
Interest earned on investment securities is included in interest
income. At December 31, 1993, the adoption of Statement of
Financial Accounting Standards No. 115 resulted in the recognition
of a $291,924 unrealized gain in shareholders' equity.
(e) Loans
Unearned income on loans consists of unearned discounts on
consumer installment loans and unearned loan origination and
commitment fees, net of certain direct costs. Unearned discounts
on installment loans are recognized as interest income using a
method that approximates the interest. Loan origination and
commitment fees and certain direct costs are deferred and
recognized over the lives of the related loans as an adjustment to
yield by the interest method. Interest income on other loans is
calculated by using the simple interest method applied to the
daily balances of the principal amounts outstanding.
(f) Nonperforming Loans
Included in the nonperforming loan category are loans which have
been categorized by management as nonaccrual because collection of
interest is doubtful and loans which have been restructured to
provide a reduction in the interest rate or a deferral of interest
or principal payments.
When the payment of principal or interest on a loan is delinquent
for 90 days, or earlier in some cases, the loan is placed on
nonaccrual status, unless the loan is in the process of collection
and the underlying collateral fully supports the carrying value of
the loan. If the decision is made to continue accruing interest
on the loan, periodic reviews are made to confirm the accruing
status of the loan. When a loan is placed on nonaccrual status,
interest accrued during the current year prior to its
determination as uncollectible is charged to operations. Interest
accrued during prior periods is charged to the allowance for loan
losses. Generally, any payments received on nonaccrual loans are
applied first to outstanding loan amounts and next to the recovery
of charged-off loan amounts. Any excess is treated as recovery of
lost interest.
The Company adopted Statement of Financial Accounting Standards
(SFAS) No. 114, "Accounting for Loan Impairment by Creditors,"
effective January 1, 1995. This statement requires the
measurement of impaired loans to be based on the present value of
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. The statement does not apply to
large groups of smaller balance homogeneous loans that are
collectively evaluated for impairment. For the Company, loans
collectively evaluated for impairment include all single family
mortgage loans, loans to individuals for household, family and
other consumer expenditures, and performing multi-family and
commercial and industrial real estate loans ("major loans") under
a certain dollar amount, excluding loans which have entered the
workout process.
<PAGE>
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. Within the scope of
SFAS 114, impaired loans include troubled debt restructurings and
performing and nonperforming major loans in which full payment of
principal and interest is not expected.
The Company also adopted SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures,"
effective January 1, 1995. This statement allows a creditor to
use existing methods for recognizing interest income on impaired
loans.
Restructured loans are those loans on which concessions in terms
have been granted because of a borrower's financial difficulty.
SFAS No. 114 provides that troubled debt restructurings completed
before the adoption of the statement do not have to be treated as
impaired if they are not impaired in relation to their
restructured terms. Such loans may continue to be accounted for
in accordance with the provisions of SFAS No. 15 prior to its
amendment by SFAS No. 114. Interest is generally accrued on such
loans in accordance with the new terms. Upon adoption of the
statement, the Company's restructured debt totaled $1,040,479.
These loans were not considered impaired in relation to their
restructured terms and continue to be accounted for in accordance
with the provisions of SFAS No. 15.
(g) Allowance for Loan Losses
The allowance for loan losses is a valuation allowance available
for losses incurred on loans. All losses are charged to the
allowance for loan losses when the loss actually occurs or when a
determination is made that a loss is likely to occur. Recoveries
are credited to the allowance at the time of recovery.
Throughout the year, management estimates the likely level of
future losses to determine whether the allowance for loan losses
is adequate to absorb anticipated losses in the existing
portfolio. Based on these estimates, an amount is charged to the
provision for loan losses and credited to the allowance for loan
losses in order to adjust the allowance to a level determined to
be adequate to absorb future losses.
Management's judgement as to the level of future losses on
existing loans involves the consideration of current and
anticipated economic conditions and their potential effects on
specific borrowers; an evaluation of the existing relationships
among loans, potential loan losses, and the present level of the
allowance; results of the examinations of the loan portfolio by
regulatory agencies; and management's internal review of the loan
portfolio. In estimating future losses on certain loans,
management also considers the fair value of any underlying
collateral.
<PAGE>
It should be understood that estimates of future credit losses
involve an exercise of judgement. While it is possible that in
particular periods the Bank may sustain losses which are
substantial relative to the allowance for loan losses, it is the
judgement of management that the allowance for loan losses
reflected in the consolidated balance sheets is adequate to absorb
possible credit losses in the existing loan portfolio.
(h) Premises and Equipment
Premises and equipment are carried at cost less accumulated
depreciation and amortization. Depreciation expense is computed
principally on the straight-line method over the estimated useful
lives of the assets, which range from approximately 3 to 40 years.
Leasehold improvements are amortized straight-line over the
periods of the leases or the estimated useful lives, whichever is
shorter.
(i) Real Estate Acquired by Foreclosure
Real estate properties acquired through, or in lieu of, loan
foreclosure are to be sold and are initially recorded at fair
value at the date of foreclosure, establishing a new cost basis.
After foreclosure, valuations are periodically performed by
management and the real estate is carried at the lower of carrying
amount or fair value less cost to sell. Revenues and expenses
from operations and changes in the valuation allowance are
included in net foreclosed assets expense.
(j) Goodwill
Included in other assets is the excess cost of the Company's
investment in the Bank over the underlying net assets, which is
being amortized over forty years using the straight-line method.
(k) Income Taxes
Effective January 1, 1993, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes." This statement requires, among other things,
recognition of future tax benefits, measured by enacted tax rates,
attributable to deductible temporary differences between the
financial statement and income tax basis of assets and liabilities
and to net operating loss carryforwards, to the extent that
realization of such benefits is more likely than not. The
cumulative effect of this accounting change was to increase net
earnings by $800,453.
As of December 31, 1995, the Company had net temporary differences
of approximately $142,000. SFAS No. 109 requires that the benefit
of these temporary differences be recorded as an asset to the
extent that management assesses the utilization of the differences
to be "more likely than not". Management has determined, based on
the Company's recent operating earnings and its expectations for
the future, that income of the Company will more likely than not
be sufficient to fully utilize these temporary differences.
(l) Statement of Cash Flows
For purposes of the statement of cash flows, cash and cash
equivalents include cash and due from banks and federal funds
sold.
<PAGE>
(m) Earnings Per Common Share
Earnings per share are computed on the basis of the weighted
average number of shares outstanding during the year.
(n) Reclassifications
Certain reclassifications have been made to conform to current
presentation. All reclassifications have been applied
consistently for the periods presented.
(2) Cash and Due from Banks
In addition to meeting operational requirements, cash reserves also
serve as satisfaction of the Bank's federal reserve requirements,
which amounted to $637,000 and $614,000 at December 31, 1995 and 1994,
respectively.
(3) Investment Securities
The amortized cost and fair value of investment securities as of
December 31, 1995 and 1994, are as follows:
<TABLE>
<CAPTION>
___________________December_31,_1995__________________
Gross Gross
Amortized Unrealized Unrealized Fair
Available-for-sale securities: ____Cost____ ____Gains___ ___Losses___ ____Value___
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. Government agencies and corporations..... $20,338,690 304,001 (3,652) 20,639,039
Obligations of states and political subdivisions 1,413,803 11,252 --- 1,425,055
Mortgage-Backed securities...................... __1,136,360_ ______8,255_ _____(3,963) __1,140,652_
$22,888,853 323,508 (7,615) 23,204,746
============ ============ ============ ============
Held-to-maturity securities:
U.S. Treasury securities and obligations of
U.S. Government agencies and corporations..... $ 1,500,000 15,937 --- 1,515,937
Obligations of states and political subdivisions 1,629,281 20 521 (1,688) 1,648,114
Mortgage-backed securities...................... ____417,970 ______7,101_ ________---_ ____425,071_
$ 3,547,251 43,559 (1,688) 3,589,122
============ ============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
___________________December_31,_1994__________________
Gross Gross
Amortized Unrealized Unrealized Fair
Available-for-sale securities: ____Cost____ ____Gains___ ___Losses___ ____Value___
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. Government agencies and corporations..... $ 8,811,165 2,543 (220,817) 8,592,891
Mortgage-backed securities...................... __1,073,376_ ________---_ ____(58,973) __1,014,403_
$ 9,884,541 2,543 (279,790) 9,607,294
============ ============ ============ ============
Held-to-maturity securities:
U.S. Treasury securities and obligations of
U.S. Government and agencies and corporations. $ 6,007,974 7,789 (239,645) 5,776,118
Obligations of states and political subdivisions 1,554,130 --- (62,272) 1,491,858
Mortgage-backed securities...................... ____818,117_ ________---_ ____(43,855) ____774,262_
$ 8,380,221 7,789 (345,772) 8,042,238
============ ============ ============ ============
</TABLE>
The amortized cost and fair value of debt securities at December 31,
1995, by contractual maturity are shown below. Actual maturities may
differ from contractual maturities because the issuers may have the
right to call or prepay obligations with or without prepayment
penalties.
<TABLE>
<CAPTION>
_______________________December_31,_1995_______________________
Available-for-Sale_Securities _Held-to-Maturity_Securities_
Amortized Fair Amortized Fair
____Cost____ ____Value___ ____Cost____ ____Value___
<S> <C> <C> <C> <C>
Due in one year or less.................. $ 6,005,829 6,064,844 21,907 21,913
Due after one year through five years.... 15,343,849 15,593,989 2,697,669 2,726,039
Due after five years through ten years... 402,815 405,261 409,705 416,099
Due after ten years...................... ________---_ ________---_ ________---_ ________---_
21,752,493 22,064,094 3,129,281 3,164,051
Mortgage-backed securities............... __1,136,360_ __1,140,652_ ____417,970_ ____425,071_
$22,888,853 23,204,746 3,547,251 3,589,122
============ ============ ============ ============
</TABLE>
On December 5, 1995, as permitted by "A Guide to Implementation of
Statement 115 on Accounting for Certain Investments in Debt and Equity
Securities" issued by the Financial Accounting Standards Board, the
Bank reclassified securities with an amortized cost of $3,776,804,
gross unrealized gains of $41,212, and gross unrealized losses of
$9,206 from the held-to-maturity category to the available-for-sale
category.
<PAGE>
Proceeds from sales of available-for-sale securities during 1995 were
$999,688, on which gross losses of $952 were realized. Proceeds from
sales of available-for-sale securities during 1994 were $4,336,447, on
which gross gains of $74,658 and gross losses of $41,945 were
realized. No held-to-maturity securities were sold during 1995 or
1994. Proceeds from sales of investment securities during 1993 were
$4,276,924, on which gross gains of $246,183 were realized. Gains
totaling $232,386 were recognized in the fourth quarter of 1993 in
order to utilize federal income tax credits which would have otherwise
expired. The income tax benefit related to securities losses in 1995
was $324. The income tax expense related to the net gains realized in
1994 and 1993 was $11,122 and $83,702, respectively.
Investment securities having an amortized cost of $11,749,877 and
$10,115,923 and a fair value of $11,899,227 and $9,728,418 at December
31, 1995, and 1994, respectively, were pledged to secure public
deposits and securities sold under repurchase agreements and for other
purposes required or permitted by law.
(4) Loans and Allowance for Loan Losses
The loan portfolio consists of various types of loans made principally
to borrowers located in Terrebonne Parish, Louisiana, and are
classified by major type as follows:
_______December_31,_______
____1995____ ____1994____
Commercial and agricultural............ $ 6,114,970 5,422,586
Real estate-mortgage................... 30,154,302 28,205,934
Real estate-construction............... 2,061,940 1,784,634
Individuals............................ _12,648,405_ _16,238,770_
$50,979,617 51,651,924
============ ============
An analysis of activity in the allowance for loan losses is as
follows:
<TABLE>
<CAPTION>
_________Year_Ended_December_31,________
____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
Balance at January 1............................................ $ 1,133,402 1,161,646 692,863
Provisions charged to expense................................... --- 5,000 460,000
Loans charged off............................................... (366,678) (116,484) (72,649)
Recoveries on loans............................................. ____225,942_ _____83,240_ _____81,432_
Balance at December 31.......................................... $ 992,666 1,133,402 1,161,646
============ ============ ============
</TABLE>
<PAGE>
In the ordinary course of business, the Bank has granted loans to
directors, officers and their affiliates. Such loans were made on
substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other
persons and do not involve more than the normal credit risk or present
other unfavorable features. As of December 31, 1995 and 1994, such
loans (exclusive of loans to any such persons which in the aggregate
do not exceed $60,000) amounted to $797,964 and $908,039,
respectively. An analysis of activity with respect to these related
party loans follows:
Balance at December 31, 1994.................... $ 908,039
New Loans....................................... 419,451
Repayments...................................... ___(529,526)
Balance at December 31, 1995.................... $ 797,964
============
(5) Nonperforming Loans and Past Due Loans
The following table presents information on nonperforming loans and
past due loans:
_______December_31,_______
____1995____ ____1994____
Nonaccrual loans.................... $ 77,993 7,345
Loans past due 90 days or more...... 111,852 54,413
Restructured loans.................. ____948,938_ __1,040,479_
$ 1,138,783 1,102,237
============ ============
With respect to the above nonperforming loans, the following table
presents the interest income that would have been earned in accordance
with the original contractual terms of the loans, the interest income
actually recorded on the loans, and the resulting foregone income:
_________Year_Ended_December_31,________
____1995____ ____1994____ ____1993____
Contractual interest income. $ 108,158 107,766 110,702
Interest income recorded.... _____85,883_ ____(86,582) ____(86,909)
Foregone income............. $ 22,275 21,184 23,793
============ ============ ============
The Company's impaired loans were less than 0.5% of total loans at
December 31, 1995.
<PAGE>
(6) Premises and Equipment
Premises and equipment are summarized below:
<TABLE>
<CAPTION>
_______December_31,_______
____1995____ ____1994____
<S> <C> <C>
Land.......................................................................... $ 563,160 563,160
Buildings..................................................................... 1,702,440 1,695,665
Leasehold improvements........................................................ 278,113 274,690
Furniture, fixtures and equipment............................................. __1,969,676_ __1,939,569_
4,513,389 4,473,084
Less accumulated depreciation and amortization................................ __2,479,088_ __2,502,896_
Premises and equipment, net................................................... $ 2,034,301 1,970,188
============ ============
</TABLE>
(7) Deposits
Included in interest-bearing deposits are certificates of deposit of
$100,000 or more, which totaled $9,408,673 and $7,411,193 at December
31, 1995 and 1994, respectively.
Interest expense on certificates of deposit of $100,000 or more was
$483,067, $231,781, and $166,651 for the years ended December 31,
1995, 1994 and 1993, respectively.
(8) Noninterest Income, Excluding Investment Securities Gains
The major components of noninterest income, excluding investment
securities gains, are provided in the following table:
<TABLE>
<CAPTION>
_________Year_Ended_December_31,________
____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
Services charges on deposit accounts............................ $ 943,766 863,672 863,354
Secondary market mortgage loan origination fees................. 130,775 174,430 207,447
Nonyield-related loan fees...................................... 22,428 68,100 94,979
Other........................................................... ____188,437_ ____188,731_ ____197,802_
$ 1,285,406 1,294,933 1,363,582
============ ============ ============
</TABLE>
<PAGE>
(9) Noninterest Expense
The major components of noninterest expense are provided in the
following table:
<TABLE>
<CAPTION>
_________Year_Ended_December_31,________
____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
Salaries and employee benefits.................................. $ 1,717,474 1,708,705 1,515,506
Net Occupancy expense premises.................................. 405,056 411,893 375,132
Equipment expense............................................... 255,758 233,091 220,503
FDIC and state assessments...................................... 99,869 164,997 174,294
Stationery, printing, and supplies.............................. 129,544 151,112 127,375
Data processing................................................. 132,458 136,442 119,838
Directors fees.................................................. 166,900 104,700 51,300
Legal and professional fees..................................... 103,873 103,297 75,137
Postage......................................................... 77,167 73,828 66,500
Advertising..................................................... 95,225 68,721 52,044
Telephone....................................................... 66,817 63,299 60,667
Amortization of goodwill........................................ 13,270 13,270 13,270
Net foreclosed assets expense................................... 360 1,658 121,653
Other........................................................... ____223,512_ ____238,417_ ____206,323_
$ 3,487,283 3,473,430 3,179,542
============ ============ ============
</TABLE>
<PAGE>
(10) Income Taxes
Effective January 1, 1993, the Company changed its method of
accounting for income taxes from the deferred method to the liability
method as required by Statement of Financial Accounting Standards No.
109. The cumulative effect of this accounting change was to increase
net earnings by $800,453.
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes. Deferred income taxes also include tax credit carryforwards
and the net tax effects of unrealized gains and losses on available-
for-sale securities. Significant components of the Company's net
deferred tax asset (liability) as of December 31, 1995 and 1994, are
as follows:
<TABLE>
<CAPTION>
_______December_31,_______
Deferred tax assets: ____1995____ ____1994____
<S> <C> <C>
Allowance for loan losses not currently deductible.......................... $ 64,764 112,614
Cumulative write-downs on other real estate owned........................... 70,915 86,169
Other....................................................................... _____22,942_ _____24,446_
____158,621_ ____223,229_
Deferred tax liabilities:
Tax over book depreciation.................................................. (109,118) (113,665)
Discount accretion on investment securities................................. _____(1,373) ____(12,754)
___(110,491) ___(126,419)
Net deferred tax asset, excluding deferred taxes on unrealized
gains and losses on available-for-sale securities........................... 48,130 96,810
Deferred tax asset (liability) on net unrealized gains and
losses on available-for-sale securities..................................... ___(107,404) _____94,264_
Net deferred tax asset (liability)............................................ $ (59,274) 191,074
============ ============
</TABLE>
The provision for federal income taxes consists of the following
components:
___________Year_Ended_December_31,______
____1995____ ____1994____ ____1993____
Current....... $ 421,258 204,971 53,749
Deferred...... _____48,680_ ____286,147_ ____418,569_
$ 469,938 419,118 472,318
============ ============ ============
<PAGE>
The provision for federal income taxes differs from the amount
computed by applying the federal income tax statutory rate on
operations as follows:
<TABLE>
<CAPTION>
_________Year_Ended_December_31,________
____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
U.S. federal corporate tax rate................................. 34% 34% 34%
============ ============ ============
Taxes calculated at statutory rate.............................. $ 509,632 511,502 524,534
Decrease resulting from tax-exempt interest..................... (27,974) (13,962) (1,360)
Change in valuation reserve..................................... --- --- (57,955)
Other, net...................................................... ____(11,720) _____(6,422) ______7,099_
Provision for federal income taxes.............................. $ 469,938 491,118 472,318
============ ============ ============
</TABLE>
The Company paid income taxes of $459,000 in 1995, $226,994 in 1994,
and $28,420 in 1993.
(11) Employee Benefit Plans The Bank has an Employee Stock Ownership Plan
(ESOP) covering all employees with at least one year of service (1,000
or more hours). Plan assets are invested primarily in stock of the
Company for the benefit of employees upon their retirement.
Contributions to the ESOP are at the discretion of the Board of
Directors, with limitations based on a percentage of participants'
compensation. Annual contributions are allocated to the accounts of
each participant in the same proportion that each participant's
compensation for the year bears to the total compensation of all
participants for the year. A participant's interest in his or her
account balance becomes fully vested after completion of seven years
of service. No contributions were made to the plan in 1995. The Bank
contributed $92,444 to the ESOP in 1994 and $5,553 in 1993. At
December 31, 1995, the ESOP held 11,118 shares of common stock of the
Company, all of which have been allocated to participants. The
Company has elected not to apply the provisions of Statement of
Position 93-6 to shares purchased on or before December 31, 1992.
On February 15, 1994, the Bank implemented a 401(k) plan. Eligibility
requirements are similar to the ESOP. At the discretion of the Board
of Directors and subject to certain limitations, the Bank may make
both matching and profit sharing contributions to the 401(k).
Matching contributions are allocated as a percentage of the salary
reduction contributions of each participant. Profit sharing
contributions are allocated in a similar manner as contributions to
the ESOP. Participants are fully vested in any salary reduction
contributions and become fully vested in their allocation of Bank
contributions upon the completion of four years of service. The Bank
accrued for a matching contribution of approximately $24,000 in 1995,
which was contributed to the plan in February of 1996. Matching
contributions for 1994 totaled $19,185.
<PAGE>
(12) Commitments and Contingencies
(a) Financial Instruments with Off-Balance-Sheet Risk
The Bank is a party to various financial instruments with off-
balance sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit
and involve, to varying degrees, elements of credit risk in excess
of the amounts recognized in the consolidated balance sheets. As
of December 31, 1995 and 1994, the Bank's commitments to extend
credit totaled $7,976,241 and $7,026,488, respectively, and
standby letters of credit totaled $311,440 and $263,158,
respectively. Bank management does not anticipate any material
loss as a result of these transactions.
Commitments to extend credit are agreements to lend to a customer
as long as there is no violation of any condition established in
the contract. Commitments generally have fixed expiration dates
or other termination clauses and may require payment of a fee.
Since many of the commitments are expected to expire without being
drawn upon, the total commitment amounts disclosed above do not
necessarily represent future cash requirements. The Bank
evaluates each customer's creditworthiness on a case-by-case
basis. The amount of collateral obtained if considered necessary
by the Bank upon extension of credit is based on management's
credit evaluation of the counterparty.
Standby letters of credit are conditional commitments issued by
the Bank to guarantee the performance of a customer to a third
party. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loan
facilities.
(b) Leases
At December 31, 1995, the Bank was obligated under noncancelable
operating leases on certain facilities. These leases require
minimum annual rentals of approximately $85,000 in 1996, $41,000
in 1997, and decreasing amounts thereafter through the year 1999.
It is expected that, in the normal course of business, these
leases will be renewed when they expire.
(c) Litigation
The Bank is the defendant in a matter relating to the State of
Louisiana and the Louisiana Economic Development Corporation
(LEDC). The lawsuit seeks a declaration that a three million
dollar guarantee of an industrial development loan is null and
void. In 1990, the borrowers defaulted on the loan and the Bank
accelerated the outstanding balance and seized LEDC's three
million dollar certificate of deposit in satisfaction of the loan.
The borrower has filed for protection in Bankruptcy Court.
Because of the status of the case, an evaluation of the outcome or
a determination of the Bank's exposure, if any, cannot be made at
this time. However, the Bank has meritorious defenses and will
continue to vigorously defend its position.
<PAGE>
(13) Regulatory Matters
The Bank is required to maintain certain minimum capital levels. At
December 31, 1995, the Bank was in compliance with statutory minimum
capital requirements. A summary of the actual capital levels at
December 31, 1995 and 1994, follows:
Core Capital vs. Risk Weighted Assets (Tier 1)........ 17.3%
Total (Qualifying) Capital vs. Risk Weighted Assets
(Tier 1 plus Tier 2)................................ 18.6%
Core Capital vs. Adjusted Total Assets (Leverage)..... 9.4%
Risk-based capital requirements are intended to make regulatory
capital more sensitive to risk elements of the Bank. Currently, the
Bank is required to maintain a minimum total risk-based capital ratio
of 8.0%, with not less than 4.0% in Tier 1 capital. In addition, the
Bank must maintain a minimum leverage ratio (Tier 1 capital to
adjusted total assets) of at least 3.00%, based upon the regulators'
latest composite rating of the institution.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") required that each federal banking agency implement prompt
corrective actions for institutions that it regulates. The rules
provide that an institution is "well capitalized" if its total risk-
based capital ratio is 10% or greater, its Tier 1 risk-based capital
ratio is 6% or greater, its leverage is 5% or greater and the
institution is not subject to a capital directive. Under the
regulation, the Bank is deemed to be "well capitalized" as of December
31, 1995, based upon the most recent notification from its regulators.
There are no conditions or events since those notifications that
management believes would change the Bank's classification.
On February 8, 1994, the Bank entered into a Memorandum of
Understanding (MOU) with the Federal Deposit Insurance Corporation
(FDIC) regarding regulatory compliance issues. The MOU resulted from
a compliance examination of the Bank conducted by the FDIC on October
1, 1993, in which several violations of federal regulations were
noted, primarily record-keeping and disclosure violations. The MOU
requires the Bank to improve its compliance program to insure adequate
management supervision, training, and review procedures to insure
compliance with federal record-keeping and disclosure requirements.
Management believes it has taken the necessary steps to insure future
compliance.
(14) Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair
value of each class of financial instruments for which it is
practicable to estimate that value:
(a) Cash and short-term investments
For those short-term instruments, the carrying amount is a
reasonable estimate of fair value.
(b) Investment securities
For securities held as investments, fair value equals quoted
market price, if available. If a quoted market price is not
available, fair value is estimated using quoted market prices for
similar securities.
<PAGE>
(c) Loan receivables
The fair value of loans is estimated by discounting the future
cash flows using the current rates at which similar loans would be
made to borrowers with similar credit ratings and for the same
remaining maturities.
(d) Deposit liabilities
The fair value of demand deposits, savings accounts, and certain
money market deposits is the amount payable on demand at the
reporting date. The fair value of fixed-maturity certificates of
deposit is estimated using the rates currently offered for
deposits of similar maturities.
(e) Securities sold under repurchase agreements
For those short-term liabilities, the carrying amount is a
reasonable estimate of fair value.
(f) Commitments to extend credit and standby letters of credit
The fair value of commitments and standby letters of credit is
estimated using the fees currently charged to enter into similar
agreements, taking into account the remaining terms of the
agreements and the present creditworthiness of the counterparties.
For fixed-rate loan commitments, fair value also considers the
difference between current levels of interest rates and the
committed rates. As of December 31, 1995, the fair value of
commitments and standby letters of credit was not significant.
The estimated fair values of the Company's financial instruments as
of December 31, 1995, are as follows:
Carrying Fair
Financial assets: ___Amount___ ____Value___
Cash and short-term investments....... $ 7,869,085 7,869,085
Investment securities................. 26,751,997 26,793,868
Loans, net............................ 49,820,106 49,927,978
Financial liabilities:
Deposits.............................. 78,708,203 79,009,585
Securities sold under repurchase
agreements.......................... 199,638 199,638
(15) Subsequent Events
On February 29, 1996, the Company entered into a definitive agreement
with Regions Financial Corporation (Regions) under which the Company
will be acquired by Regions in a tax-free, stock-for-stock
transaction. Under the terms of the agreement, shareholders of the
Company will receive 1.66 shares of Regions common stock for each
share of Company common stock. The transaction is subject to the
approval of the Company's shareholders and appropriate regulatory
agencies and is expected to be consummated during the third quarter of
1996. Regions is a $14 billion dollar institution with 285 banking
offices in Alabama, Florida, Georgia, Louisiana and Tennessee.
Headquartered in Birmingham, Alabama, Regions is a multi-bank regional
holding company providing banking and bank-related services in the
fields of mortgage banking, credit-related insurance and securities
brokerage. Regions common stock is traded on the NASDAQ National
Market under the symbol "RGBK."
<PAGE>
(16) Parent Company Condensed Financial Information
The following presents condensed financial information of American
Bancshares of Houma, Inc. as of December 31, 1995 and 1994, and for
each of the years in the three-year period ended December 31, 1995:
<TABLE>
<CAPTION>
Parent Only Condensed Balance Sheets
_______December_31,_______
Assets ____1995____ ____1994____
<S> <C> <C>
Due from subsidiary......................................................... $ 55,090 27,937
Investment in 100% of the outstanding common stock of American Bank
and Trust Company of Houma................................................ 8,427,406 7,284,836
Goodwill.................................................................... ____197,965_ ____211,235_
$ 8,680,461 7,524,008
============ ============
Shareholders' equity
Common stock, $3.00 par value, 1,000,000 shares authorized,
258,737 shares issued..................................................... $ 776,211 776,211
Capital surplus............................................................. 4,262,927 4,262,927
Retained earnings........................................................... 4,366,370 3,601,389
Net unrealized gains (losses) of subsidiary................................. 208,489 (182,983)
Less cost of 29,173 shares of common stock in treasury...................... ___(933,536) ___(933,536)
$ 8,680,461 7,524,008
============ ============
</TABLE>
<TABLE>
<CAPTION>
Parent Only Condensed Statements of Earnings
_________Year_Ended_December_31,________
____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
Operating Income:
Cash dividends from subsidiary................................ $___297,547_ ____258,443_ ____117,230_
Operating Expenses:
Amortization of goodwill...................................... 13,270 13,270 13,270
Other......................................................... ______6,396_ ______6,757_ ______6,104_
_____19,666_ _____20,027_ _____19,374_
Earnings before equity in undistributed earnings of subsidiary.. 277,881 238,416 97,856
Equity in undistributed earnings of subsidiary.................. ____751,098_ ____774,885_ __1,773,026_
Net earnings.................................................... $ 1,028,979 1,013,301 1,870,882
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Parent Only Condensed Statements of Cash Flows
_________Year_Ended_December_31,________
____1995____ ____1994____ ____1993____
<S> <C> <C> <C>
Cash flows from operating activities:
Dividends received............................................ $ 297,547 258,443 117,230
Other expenses paid........................................... _____(6,396) _____(6,757) _____(6,104)
Net cash provided by operating activities................... 291,151 251,686 111,126
Cash flows from financing activities:
Dividends paid................................................ ___(263,998) ___(229,564) ___(114,782)
Net increase (decrease) in cash and cash equivalents............ 27,153 22,122 (3,656)
Cash and cash equivalents at beginning of year.................. _____27,937_ ______5,815_ ______9,471_
Cash and cash equivalents at end of year........................ $ 55,090 27,937 5,815
============ ============ ============
Reconciliation of net earnings to net cash provided
by operating activities:
Net earnings................................................ $_1,028,979_ __1,013,301_ __1,870,882_
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Amortization of goodwill................................ 13,270 13,270 13,270
Equity in undistributed net earnings of subsidiary...... ___(751,098) ___(774,885) _(1,773,026)
Total adjustments..................................... ___(737,828) ___(761,615) _(1,759,756)
Net cash provided by operating activities....................... $ 291,151 251,686 111,126
============ ============ ============
</TABLE>
<PAGE>
Corporate Information
Board of Directors of American
Bancshares of Houma, Inc. and
American Bank and Trust Company Executive Officers of American
of Houma Bancshares of Houma, Inc.
Robert W. Boquet Chairman
President & C.E.O. A. M. Cook
American Bancshares of Houma, Inc.
American Bank & Trust Co. of Houma Vice Chairman
Philip E. Henderson
Francis O. Bourg, Jr.
President, Bourg Brothers President & C.E.O.
Moving & Storage Robert W. Boquet
Russel J. Brien Secretary
President, Russel Brien Farms, Inc. Russel J. Brien
A. M. Cook Treasurer
Chairman of the Board Conrad J. Lirette
Consulting Petroleum Engineer
Dr. Allen J. Ellender Bank Offices
Retired Physician
Main Office
Philip E. Henderson P. O. Box 110 / 801 Barrow St.
Attorney Houma, Louisiana 70361
Henderson, Hanemann & Morris APLC (504) 872-1434
Conrad J. Lirette East Houma Branch
President, Bayou Barge Co., Inc. 1207 Grand Caillou Road
Houma, Louisiana 70363
John B. Marceaux (504) 857-0415
Marketing Specialist
Bayou Oaks Hospital West Park Branch
1700 West Park Avenue
Charles A. Page Houma, Louisiana 70364
President, Charles A. Page & Sons (504) 857-0423
Insurance Agency, Inc.
St. Charles Branch
Sidney A. Pellegrin 1250 St. Charles Avenue
Real Estate & Office Rentals Houma, Louisiana 70360
(504) 857-0419
Wm. Clifford Smith
President, T. Baker Smith In-Mall Branch
& Sons, Inc., Civil Engineers Southland Mall
3038 West Park Avenue
Earl Williams Houma, Louisiana 70364
President, Earl Williams Clothing (504) 857-0427
Store, Inc.
Mall Motor Branch
Parking Lot of Southland Mall
3031 West Park Avenue
Houma, Louisiana 70364
(504) 857-0429
<PAGE>
Officers of American Bank and
Trust Company of Houma
President & C.E.O.
Robert W. Boquet
Executive Vice President
& Cashier
Ben D. Borne
Senior Vice President
William Parker
Lending
Vice Presidents
Barrie Bergeron
Lending
Randal Bernard, C.P.A.
Operations / Accounting
Mary Crochet
Lending
Julia Filce
Personnel & Marketing
Diane Gros
In-Mall Branch Manager
Debbie Guidry
St. Charles Branch Manager
Marie Morris, C.B.C.O.
Loan Review & Compliance
Russell Touchet
Real Estate Lending
Assistant Vice Presidents
Larry Babin
East Houma Branch Manager
Connie Wilkerson
Lending
Assistant Cashiers
Penny Dupre
East Houma Branch
Operations Manager
Brigette Kinsella
Loan Operations
Eric Landry
Loan Recovery
Audrey Richoux
St. Charles Branch
Operations Manager
Internal Auditor
Kristy Breaux
Member FDIC
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 6,569,085
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 1,300,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 23,204,746
<INVESTMENTS-CARRYING> 3,547,251
<INVESTMENTS-MARKET> 3,589,122
<LOANS> 50,812,772
<ALLOWANCE> 992,666
<TOTAL-ASSETS> 88,210,417
<DEPOSITS> 78,708,203
<SHORT-TERM> 199,638
<LIABILITIES-OTHER> 622,115
<LONG-TERM> 0
0
0
<COMMON> 776,211
<OTHER-SE> 7,904,250
<TOTAL-LIABILITIES-AND-EQUITY> 88,210,417
<INTEREST-LOAN> 4,522,346
<INTEREST-INVEST> 1,467,165
<INTEREST-OTHER> 138,042
<INTEREST-TOTAL> 6,127,553
<INTEREST-DEPOSIT> 2,408,566
<INTEREST-EXPENSE> 2,425,807
<INTEREST-INCOME-NET> 3,701,746
<LOAN-LOSSES> 0
<SECURITIES-GAINS> (952)
<EXPENSE-OTHER> 3,487,283
<INCOME-PRETAX> 1,498,917
<INCOME-PRE-EXTRAORDINARY> 1,028,979
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,028,979
<EPS-PRIMARY> 4.48
<EPS-DILUTED> 0
<YIELD-ACTUAL> 4.89
<LOANS-NON> 77,993
<LOANS-PAST> 111,852
<LOANS-TROUBLED> 948,938
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,133,402
<CHARGE-OFFS> 366,678
<RECOVERIES> 225,942
<ALLOWANCE-CLOSE> 992,666
<ALLOWANCE-DOMESTIC> 695,270
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 297,396
</TABLE>
