SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10 - Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarter ended June 30, 1996 Commission File Number 2-89559
Zachary Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 72-0981148
(State of or other jurisdiction (I.R.S. Employer incorporation
of organization) or Identification No.)
4700 Main Street
Post Office Box 497
Zachary, Louisiana 70791-0497
(Address of principal executive office) (Zipcode)
Registrant's telephone number, including area code 504 654 2701
None
(Former name, former address and former fiscal
year if changed since last report)
Indicate by check mark whether the registrant (1) has filed all re-
ports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
YES X NO
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $10 par value, 193,667 shares outstanding as of June 30,
1996.
I N D E X
Financial Statements:
Consolidated Balance Sheets - June 30, 1996,
December 31, 1995 and June 30, 1995 2
Consolidated Statements of Income - for the three
and six months ended June 30, 1996 and 1995 3
Consolidated Statements of Changes in Stockholders'
Equity - for the six months ended June 30,
1996 and 1995 4
Consolidated Statements of Cash Flows -
for the six months ended June 30, 1996 and 1995 5 - 6
Notes to Consolidated Financial Statements 7 - 10
Management's Discussion and Analysis of Financial
Condition and Results of Operations 11 - 12
Part II - Other Information 13
Signatures 14
Exhibit 15 - Report of Independent Accountant 15
Management's Responsibility for Financial Reporting 16
1
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEETS
June 30, 1996, December 31, 1995 and June 30, 1995
ASSETS
(UNAUDITED) (UNAUDITED)
JUNE 30, DECEMBER 31, JUNE 30,
1996 1995 1995
Cash and Due from Banks $ 2,763,186 $ 2,312,940 $ 2,643,666
Interest Bearing Deposits in
Other Institutions 108,973 100,102 -
Reserve Funds Sold 750,000 2,700,000 2,000,000
Securities Available for Sale
(Amortized Cost $36,000,224,
$30,016,679 and $29,451,897) 35,657,803 30,074,648 29,269,067
Loans $33,322,601 $30,427,051 $31,043,962
Less: Allowance for Loan Losses (818,418) (820,000) (820,000)
$32,504,183 $29,607,051 $30,223,962
Bank Premises and Equipment 940,137 935,552 928,767
Other Real Estate 408,181 451,770 552,168
Accrued Interest Receivable 716,956 584,547 558,096
Other Assets 224,868 103,825 177,946
Total Assets $74,074,287 $66,870,435 $66,353,672
LIABILITIES
Deposits:
Noninterest Bearing $12,899,184 $11,980,278 $13,238,202
Interest Bearing 53,524,662 47,376,247 45,919,968
$66,423,846 $59,356,525 $59,158,170
Accrued Interest Payable 182,978 170,278 167,631
Other Liabilities 295,271 176,225 272,786
Total Liabilities $66,902,095 $59,703,028 $59,598,587
STOCKHOLDERS' EQUITY
Common Stock - $10 Par Value; Authorized
2,000,000 Shares; Issued 216,000
Shares, Respectively $ 2,160,000 $ 2,160,000 $ 2,160,000
Surplus 1,480,000 1,480,000 1,480,000
Retained Earnings 4,204,850 3,935,807 3,682,413
Unrealized Gain (Loss) on Secur-
ities Available for Sale, Net (225,998) 38,260 (120,668)
Treasury Stock (22,333 Shares
at Cost) (446,660) (446,660) (446,660)
Total Stockholders' Equity $ 7,172,192 $ 7,167,407 $ 6,755,085
Total Liabilities and
Stockholders' Equity $74,074,287 $66,870,435 $66,353,672
See accountant's report and accompanying notes.
2
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF INCOME
for the three and six months ended June 30, 1996 and 1995
(UNAUDITED) (UNAUDITED)
QUARTER ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1996 1995 1996 1995
Interest Income:
Interest and Fees on
Loans $ 697,928 $ 650,604 $1,354,015 $1,259,068
Interest on Securities 525,857 464,934 987,801 939,025
Other Interest Income 39,075 55,203 100,919 119,550
Total Interest Income $1,262,860 $1,170,741 $2,442,735 $2,317,643
Interest Expense on Deposits 538,485 458,911 1,013,842 883,098
Net Interest Income $ 724,375 $ 711,830 $1,428,893 $1,434,545
Provision for (Recovery of)
Loan Losses - (16,169) - (16,169)
Net Interest Income
After Provision for
(Recovery of)
Loan Losses $ 724,375 $ 727,999 $1,428,893 $1,450,714
Other Income:
Service Charges on Deposit
Accounts $ 130,321 $ 136,880 $ 252,176 $ 265,644
Gain (Loss) on Securities - (11,413) - (22,950)
Other Operating Income 15,043 11,920 36,366 28,665
Total Other Income $ 145,364 $ 137,387 $ 288,542 $ 271,359
Income before Other
Expenses $ 869,739 $ 865,386 $1,717,435 $1,722,073
Other Expenses:
Salaries and Employee
Benefits $ 342,838 $ 348,643 $ 669,586 $ 668,840
Occupancy Expense 90,984 43,771 134,742 82,733
Net Other Real Estate
Expense (1,967) - (12,985) 5,693
Other Operating Expenses 127,660 216,846 314,430 443,249
Total Other Expenses $ 559,515 $ 609,260 $1,105,773 $1,200,515
Income before Income
Taxes $ 310,224 $ 256,126 $ 611,662 $ 521,558
Applicable Income Taxes 102,441 86,375 197,369 173,787
Net Income $ 207,783 $ 169,751 $ 414,293 $ 347,771
Per Share:
Net Income $ 1.07 $ .88 $ 2.14 $ 1.80
Cash Dividends $ .75 $ .65 $ .75 $ .65
See accountant's report and accompanying notes.
3
<PAGE>
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
for the six months ended June 30, 1996 and 1995
(UNAUDITED)
JUNE 30,
1996 1995
Common Stock:
Balance - Beginning and End of Period $2,160,000 $2,160,000
Surplus:
Balance - Beginning and End of Period $1,480,000 $1,480,000
Retained Earnings:
Balance - Beginning of Period $3,935,807 $3,460,525
Net Income 414,293 347,771
Cash Dividends (145,250) (125,883)
Balance - End of Period $4,204,850 $3,682,413
Net Unrealized Gain (Loss) on Securities
Available for Sale:
Balance - Beginning of Period $ 38,260 $ (975,394)
Net Change in Unrealized Gain (Loss)
on Securities Available for Sale (264,258) 854,726
Balance - End of Period $ (225,998) $ (120,668)
Treasury Stock:
Balance - Beginning and End of Period $ (446,660) $ (446,660)
See accountant's report and accompanying notes.
4
Zachary Bancshares, Inc. and Subsidiary
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1996 and 1995
(UNAUDITED)
JUNE 30,
1996 1995
Cash Flows From Operating Activities:
Net Income $ 414,293 $ 347,771
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating
Activities:
Provision for (Recovery of) Loan
Losses - (16,169)
Provision for Depreciation and
Amortization 47,486 58,199
Stock Dividends on Federal Home Loan
Bank Stock (6,600) -
Net (Accretion) Amortization of
Securities (Discounts) Premiums 27,450 28,860
(Gain) Loss on Sale of Securities - 22,950
Gain on Sale of Other Real Estate (12,971) -
(Increase) Decrease in Accrued
Interest Receivable (132,409) (4,679)
(Increase) Decrease in Other
Assets 15,089 (34,927)
Increase (Decrease) in Accrued
Interest Payable 12,700 42,520
Increase (Decrease) in Other
Liabilities 119,046 73,143
Net Cash Provided by Operating
Activities $ 484,084 $ 517,668
Cash Flows From Investing Activities:
Net (Increase) Decrease in Reserve
Funds Sold $ 1,950,000 $ 100,000
Purchases of Securities Available for
Sale (7,411,927) (3,007,089)
Maturities or Calls of Securities Available
for Sale 1,000,000 2,000,000
Principal Payments on Mortgage-Backed
Securities 407,532 153,277
Proceeds from Sales of Securities - 2,512,975
Net (Increase) Decrease in Loans (2,916,736) (2,786,396)
Purchases of Premises and
Equipment (52,071) (77,501)
Proceeds from Sales of Other
Real Estate 76,164 11,201
Net Cash Used in Investing
Activities $ (6,947,038) $ (1,093,533)
(CONTINUED)
5
(UNAUDITED)
JUNE 30,
1996 1995
Cash Flows From Financing Activities:
Net Increase (Decrease) in Demand
Deposits, NOW Accounts and
Savings Accounts $ 4,638,174 $ (176,733)
Net Increase (Decrease) in Certificates
of Deposit 2,429,147 930,082
Cash Dividends (145,250) (125,883)
Net Cash Provided by Financing
Activities $ 6,922,071 $ 627,466
Increase (Decrease) in Cash and Due
from Banks $ 459,117 $ 51,601
Cash and Due from Banks - Beginning of
Period 2,413,042 2,592,065
Cash and Due from Banks - End of Period $ 2,872,159 $ 2,643,666
Supplemental Disclosures of Cash Flow
Information:
Noncash Investing Activities:
Other Real Estate Acquired in
Settlement of Loans $ 19,604 $ -
Increase (Decrease) in Unrealized
Gain (Loss) on Securities Available
for Sale $ (400,390) $ 1,295,040
Increase (Decrease) in Deferred Tax
Effect on Unrealized Gain on
Securities Available for Sale $ (136,132) $ 440,314
Cash Payments For:
Interest Paid on Deposits $ 1,001,142 $ 840,578
Income Tax Payments $ 199,248 $ 102,593
See accountant's report and accompanying notes.
6
Zachary Bancshares, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 1996 and 1995
Note A - Summary of Significant Accounting Policies -
The accounting principles followed by Zachary Bancshares, Inc. and
its wholly-owned Subsidiary, Bank of Zachary, are those which are
generally practiced within the banking industry. The methods of
applying those principles conform with generally accepted accounting
principles and have been applied on a consistent basis. The princi-
ples which significantly affect the determination of financial posi-
tion, results of operations, changes in stockholders' equity and cash
flows are summarized below.
Presentation
The accompanying unaudited consolidated interim financial state-
ments do not include all of the information and footnotes required by
generally accepted accounting principles. Management is of the
opinion that the unaudited interim financial statements reflect all
normal, recurring accrual adjustments necessary to provide a fair
statement of the results for the interim periods presented. It is
noted that the results for the first six months ended June 30, 1996
are no indication of the expected results for the annual period which
ends December 31, 1996. Additional information concerning the audit-
ed financial statements and notes can be obtained from Zachary
Bancshares, Inc.s annual report and Form 10-K filed for the period
ended December 31, 1995.
Principles of Consolidation
The consolidated financial statements include the accounts of
Zachary Bancshares, Inc. (the Company), and its wholly-owned subsid-
iary, Bank of Zachary (the Bank). All material intercompany accounts
and transactions have been eliminated. Certain reclassifications to
previously published financial statements have been made to comply
with current reporting requirements.
Estimates
The preparation of financial statements in conformity with general-
ly 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 reported amounts of
revenues and expenses during the period. Actual results could differ
from those estimates.
7
Securities
Securities are being accounted for in accordance with Statement of
Financial Accounting Standards (SFAS) No. 115, Accounting for
Investments in Debt and Equity Securities, which requires the
classification of securities as held to maturity, trading, or
available for sale.
Securities classified as held to maturity are those debt securities
the Bank has both the intent and ability to hold to maturity
regardless of changes in market conditions, liquidity needs or
changes in general economic conditions. Securities classified as
trading are those securities held for resale in anticipation of
short-term market movements. The Bank hold no securities classified
as held to maturity or trading.
Securities classified as available for sale are those debt
securities that the Bank intends to hold for an indefinite period of
time but not necessarily to maturity. Any decision to sell a securi-
ty classified as available for sale would be based on various fac-
tors, including significant movements in interest rates, changes in
the maturity mix of the Banks assets and liabilities, liquidity
needs, regulatory capital considerations, and other similar factors.
Securities available for sale are carried at fair value. Unrealized
gains or losses are reported as increases or decreases in stockhold-
ers equity, net of the reported deferred tax effect. Realized gains
or losses, determined on the basis of the costs of specific securi-
ties sold, are included in earnings.
Loans
Loans are stated at principal amounts outstanding, less unearned
income and allowance for loan losses. Interest on commercial loans
is accrued daily based on the principal outstanding. Interest on
installment loans is recognized and included in interest income using
the sum-of-the-digits method, which does not differ materially from
the interest method.
The Bank discontinues the accrual of interest income when a loan
becomes 90 days past due as to principal or interest. Interest on
impaired loans is discontinued when, in managements opinion the
borrower may be unable to meet payments as they become due. When a
loan is placed on non-accrual status, previously recognized but un-
collected interest is reversed to income or charged to the allowance
for loan losses. Interest income is subsequently recognized only to
the extent cash payments are received.
Allowance for Loan Losses
The allowance for loan losses is an amount which in management's
judgment is adequate to absorb potential losses in the loan port-
folio. The allowance for loan losses is based upon management's
review and evaluation of the loan portfolio. Factors considered
8
in the establishment of the allowance for loan losses include man-
agement's evaluation of specific loans; the level and composition of
classified loans; historical loss experience; results of examinations
by regulatory agencies; an internal asset review process; expecta-
tions of future economic conditions and their impact on particular
borrowers; and other judgmental factors.
The allowance for loan losses is based on estimates of potential
future losses, and ultimate losses may vary from the current esti-
mates. These estimates are reviewed periodically and as adjustments
become necessary, the effect of the change in estimate is charged to
operating expenses in the period incurred. All losses are charged to
the allowance for loan losses when the loss actually occurs or when
management believes that the collectibility of the principal is un-
likely. Recoveries are credited to the allowance at the time of
recovery.
Bank Premises and Equipment
Bank premises and equipment are stated at cost less accumulated
depreciation. Depreciation is provided at rates based upon estimated
useful service lives using the straight-line method for financial
reporting purposes and accelerated methods for income tax purposes.
The cost of assets retired or otherwise disposed of and the related
accumulated depreciation are eliminated from the accounts in the year
of disposal and the resulting gains or losses are included in current
operations.
Expenditures for maintenance and repairs are charged to operations
as incurred. Cost of major additions and improvements are capital-
ized.
Other Real Estate
Other real estate is comprised of properties acquired through fore-
closure or negotiated settlement. The carrying value of these prop-
erties is lower of cost or fair value. Loan losses arising from the
acquisition of these properties are charged against the allowance for
loan losses. Any subsequent market reductions required are charged
to Net Other Real Estate Expense. Revenues and expenses associated
with maintaining or disposing of foreclosed properties are recorded
during the period in which they are incurred.
Income Taxes
The provision for income taxes is based on income as reported in the
financial statements after interest income from state and municipal
securities is excluded. Also certain items of income and expenses are
recognized in different time periods for financial statement purposes
than for income tax purposes. Thus provisions for deferred taxes are
recorded in recognition of such timing differences.
9
Deferred taxes are provided on a liability method in accordance with
SFAS No. 109 whereby deferred tax assets are recognized for deductible
temporary differences and operating loss and tax credit carryforwards
and deferred tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. De-
ferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
The corporation and its subsidiary file a consolidated federal
income tax return. In addition, state income tax returns are filed
individually by Company in accordance with state statutes.
Earnings per Common Share
The computation of earnings per share and other per share amounts
of common stock is based on the weighted average number of shares of
common stock outstanding during each year, which is 193,667 for all
periods presented.
Statements of Cash Flows
For purposes of reporting cash flows, cash and due from banks in-
cludes cash on hand and amounts due from banks (including cash items
in process of clearing).
10
Zachary Bancshares, Inc. and Subsidiary
MANAGEMENT'S DISCUSSION
June 30, 1996
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of the signifi-
cant changes in income and expenses in relation to the changes in fi-
nancial position for the six months ended June 30, 1996 and 1995. This
information should be read in conjunction with the financial statements
and notes relating thereto. The Company is unaware of any trends,
uncertainties or events which would or could have a material impact on
future operating results, liquidity, or capital.
FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996
OVER 1995
NET INCOME
Net Income for the six month period ended June 30, 1996,
as compared to the respective period of 1995 increased $66,522 or 19%.
Earning per share increased 19% to $2.14 in 1996 from $1.80 in 1995.
The Company's increased income resulted from higher net interest in-
come, a result of increased loan volume. The Company's balance sheet
increased 11.6% or $7,720,615 in the period under review.
INTEREST INCOME
Interest Income for the six month period ended June 30,
1996 was $2,442,735, an increase of $125,092 or 5% over the same period
in 1995. The Company continues to emphasize loan portfolio growth,
which has increased loan income.
Loans for the six month period ended June 30, 1996, as compared to
the respective period in 1995 increased $2,278,639 or 7% to
$33,322,601. Loan income increased $94,947 to $1,354,015 for the six
months ended June 30, 1996 from $1,259,058 for the six months ended
June 30, 1995. Increased loan volume is the greatest cause of the 1996
income change.
Securities and other interest bearing assets (excluding loans) as of
June 30, 1996 increased $6,388,736 or 22% compared to the similar time
period in 1995. Corresponding income accounts in the first six months
of 1996 increased $30,145 or 3%. Increased volume is largest single
contributing factor for the income increase.
11
INTEREST EXPENSE
Interest Bearing Liabilities increased by $7,604,694 from June 30,
1995 to June 30, 1996. Interest Expense in the similar time period
increased $130,744 or 15%.
PROVISION FOR LOSSES
The Company did not make a loan loss provision in 1996 or 1995. The
Company through June 30, 1995 had a negative loan loss provision (which
increased income) of $16,169. Management's Watch List (assets identi-
fied as weak or potentially deteriorating) indicates the current Al-
lowance for Loan Losses is adequate to absorb potential losses.
OTHER INCOME
Total Other Income for the time period under consideration increased
$17,183. In 1995, the Company recognized $22,950 as Loss on Sale of
Securities; the corresponding account in 1996 was zero, resulting in a
total difference of $22,950. Service Charges on Deposit Accounts and
Other Operating Income remained constant.
OTHER EXPENSES
Total Other Expenses decreased $94,742 or 8%, totaling $1,105,773 in
1996. Components of Other Expenses which decreased in 1996 include
$63,274 in regulatory Assessment. Employee Benefits (insurance, sala-
ries and retirement) increased less than $1,000.
APPLICABLE INCOME TAXES
The Company is fully taxable in both 1996 and 1995. Amounts expensed
in the referenced time periods are $197,369 and $173,787 respectively.
EARNINGS PER SHARE
The Company's 1996 earning per share at June 30th, increased 19% or
$.34 per share over the previous year.
DIVIDENDS
The Company's cash dividend per share at June 30, 1996 increased 15%
or $.10 per share over the previous year.
12
PART II
Item 6. EXHIBITS AND REPORTS
a. The following exhibit is filed as a part of this report.
Exhibit 15 - Report of Independent Accountants
13
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ZACHARY BANCSHARES, INC.
DATE: AUGUST 08, 1996
Harry S. Morris, Jr.
President
Mark Thompson
Treasurer
14
August 1, 1996
Independent Accountant's Report
To the Board of Directors
Zachary Bancshares, Inc. and Subsidiary
Zachary, Louisiana
We have reviewed the accompanying Consolidated Balance Sheets
of Zachary Bancshares, Inc. and Subsidiary as of June 30, 1996 and
1995, and the related Consolidated Statements of Income and Cash Flows
for the six month periods then ended all in accordance with standards
established by the American Institute of Certified Public Accountants.
We previously audited and expressed our unqualified opinion
in our report dated January 12, 1996, on the Consolidated Balance Sheet
of Zachary Bancshares, Inc. and Subsidiary as of December 31, 1995.
A review of interim financial information consists principal-
ly of obtaining an understanding of the system for the preparation of
interim financial information, applying analytical review procedures to
financial data, and making inquiries of persons responsible for finan-
cial and accounting matters. It is substantially less in scope than an
examination in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our reviews, we are not aware of any material modi-
fications that should be made to the accompanying consolidated finan-
cial statements for them to be in conformity with generally accepted
accounting principles.
Respectfully submitted,
Hannis T. Bourgeois & Co., L.L.P.
15
Management's Responsibility for Financial Reporting
The management of Zachary Bancshares, Inc. is responsible for the
preparation of the financial statements, related financial data and
other information in this quarterly report. The financial statements
are prepared in accordance with generally accepted accounting princi-
ples and include some amounts that are necessarily based on manage-
ment's informed estimates and judgments, with consideration given to
materiality. All financial information contained in this quarterly
report is consistent with that in the financial statements.
Management fulfills its responsibility for the integrity, objec-
tivity, consistency and fair presentation of the financial statements
and financial information through an accounting system and related
internal accounting controls that are designed to provide reasonable
assurance that assets are safeguarded and that transactions are autho-
rized and recorded in accordance with established policies and proce-
dures. The concept of reasonable assurance is based on the recogni-
tion that the cost of a system of internal accounting controls should
not exceed the related benefits. As an integral part of the system of
internal accounting controls, Zachary Bancshares, Inc. has a profes-
sional staff who monitors compliance with and assesses the effective-
ness of the system of internal accounting controls and coordinates
audit coverage with the independent public accountants.
The Audit Committee of the Board of Directors, composed solely of
outside directors, meets periodically with management, and the inde-
pendent public accountants to review matters relating to financial
reporting, internal accounting control and the nature, extent and re-
sults of the audit effort. The independent public accountants have
direct access to the Audit Committee with or without management pres-
ent.
The financial statements as of December 31, 1995 were examined by
Hannis T. Bourgeois & Co., L.L.P. independent public accountants, who
rendered an independent professional opinion on the financial state-
ments prepared by management. The financial statements as of June 30,
1996 have been reviewed by Hannis T. Bourgeois & Co., L.L.P. in accor-
dance with standards established by the American Institute of Certified
Public Accountants.
Mark Thompson, Treasurer
and Chief Financial Officer
16
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0
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