IBERIABANK CORP
10-Q, 2000-11-14
STATE COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q

             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended September 30, 2000


                         Commission File Number 0-25756


                             IBERIABANK Corporation
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Louisiana                                72-1280718
------------------------------------------------    ----------------------------
(State or other jurisdiction of incorporation or         (I.R.S. Employer
                  organization)                        Identification Number)

               1101 East Admiral Doyle Drive
                   New Iberia, Louisiana                        70560
----------------------------------------------------    ------------------------
          (Address of principal executive office)            (Zip Code)


                                 (337) 365-2361
         ---------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ____

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:


The Registrant had 6,438,737 shares of common stock, $1.00 par value, which were
issued and outstanding as of November 9, 2000.

<PAGE>
                      IBERIABANK CORPORATION AND SUBSIDIARY

                                TABLE OF CONTENTS


PART I.    FINANCIAL INFORMATION                                            PAGE


Item 1.    Financial Statements

           Consolidated Balance Sheets                                         3
           (As of September 30, 2000 and December 31, 1999)

           Consolidated Statements of Income (For the three and nine           4
           months ended September 30, 2000 and 1999)

           Consolidated Statements of Shareholders' Equity (For the            5
           nine months ended September 30, 2000 and 1999)

           Consolidated Statements of Cash Flows (For the nine                 6
           months ended September 30, 2000 and 1999)

           Notes to Consolidated Financial Statements                          7

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                           9

Item 3.    Quantitative and Qualitative Disclosures about Market Risk         17

PART II.   OTHER INFORMATION

Item 1.    Legal Proceedings                                                  18

Item 2.    Changes in Securities and Use of Proceeds                          18

Item 3.    Defaults Upon Senior Securities                                    18

Item 4.    Submission of Matters to a Vote of Security Holders                18

Item 5.    Other Information                                                  18

Item 6.    Exhibits and Reports on Form 8-K                                   18

SIGNATURES                                                                    19

                                       2
<PAGE>
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

                      IBERIABANK CORPORATION AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                    (Dollars in thousands, except share data)

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                         September 30,  December 31,
                                                                             2000           1999
                                                                         -------------  -----------
<S>                                                                      <C>            <C>
Cash and due from banks                                                  $    28,587    $    39,443
Interest-bearing deposits in banks                                             4,450          8,270
                                                                         -----------    -----------
       Total cash and cash equivalents                                        33,037         47,713
Investment securities:
    Available for sale, at fair value                                        268,455        299,388
    Held to maturity (fair value of $76,419 and $82,884, respectively)        78,921         85,493
Federal home loan bank stock, at cost                                          7,868          6,821
Loans held for sale                                                            1,570          4,771
Loans, net of unearned income, less allowance for loan
    losses of $9,626 and $8,749, respectively                                933,486        834,129
Accrued interest receivable                                                    7,804          8,017
Premises and equipment, net                                                   21,970         25,957
Goodwill and acquisition intangibles                                          39,602         42,063
Other assets                                                                   8,171          9,226
                                                                         -----------    -----------
TOTAL ASSETS                                                             $ 1,400,884    $ 1,363,578
                                                                         ===========    ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

LIABILITIES:
Deposits:
    Noninterest-bearing                                                  $   124,283    $   116,493
    Interest-bearing                                                       1,006,985        983,521
                                                                         -----------    -----------
       Total deposits                                                      1,131,268      1,100,014
Short-term borrowings                                                         79,475         83,000
Accrued interest payable                                                       3,376          5,385
Long-term debt                                                                53,316         52,053
Other liabilities                                                              9,225          5,937
                                                                         -----------    -----------
TOTAL LIABILITIES                                                          1,276,660      1,246,389
                                                                         -----------    -----------

SHAREHOLDERS' EQUITY:
Preferred stock of $1 par value; 5,000,000 shares
  authorized; -0- shares issued                                                    0              0
Common stock of $1 par value; 25,000,000 shares authorized;
  7,380,671 shares issued                                                      7,381          7,381
Additional paid-in capital                                                    69,180         68,749
Retained earnings                                                             75,498         69,065
Unearned common stock held by ESOP                                            (2,209)        (2,649)
Unearned common stock held by RRP trust                                       (2,735)        (3,024)
Accumulated other comprehensive income                                        (6,803)        (7,124)
Treasury stock, at cost, 884,434 and 821,934 shares                          (16,088)       (15,209)
                                                                         -----------    -----------
TOTAL SHAREHOLDERS' EQUITY                                                   124,224        117,189
                                                                         -----------    -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $ 1,400,884    $ 1,363,578
                                                                         ===========    ===========
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        3
<PAGE>
                      IBERIABANK CORPORATION AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF INCOME (unaudited)
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
                                                                For the Three Months                 For the Nine Months
                                                                Ended September 30,                  Ended September 30,
                                                          ---------------------------------   -----------------------------------
                                                               2000             1999                2000               1999
                                                          ---------------  ----------------   -----------------   ---------------
INTEREST AND DIVIDEND INCOME:
<S>                                                             <C>               <C>                 <C>               <C>
    Loans, including fees                                       $ 20,859          $ 16,850            $ 58,825          $ 50,402
    Investment securities:
       Taxable interest and dividends                              5,877             6,475              18,235            19,168
       Tax-exempt interest                                            21                26                  64                87
    Interest-bearing demand deposits                                  83                 8                 214               986
                                                          ---------------  ----------------   -----------------   ---------------
Total interest and dividend income                                26,840            23,359              77,338            70,643
                                                          ---------------  ----------------   -----------------   ---------------
INTEREST EXPENSE:
    Deposits                                                      11,314            10,011              32,795            30,443
    Short-term borrowings                                          1,434               553               3,476               740
    Long-term debt                                                   947               894               2,591             2,367
                                                          ---------------  ----------------   -----------------   ---------------
Total interest expense                                            13,695            11,458              38,862            33,550
                                                          ---------------  ----------------   -----------------   ---------------
Net interest income                                               13,145            11,901              38,476            37,093
Provision for loan losses                                            811               288               1,896               923
                                                          ---------------  ----------------   -----------------   ---------------
Net interest income after provision for loan losses               12,334            11,613              36,580            36,170
                                                          ---------------  ----------------   -----------------   ---------------
NONINTEREST INCOME:
    Service charges on deposit accounts                            2,016             2,011               5,972             5,737
    ATM fee income                                                   329               283                 959               780
    Gain on sale of loans, net                                        97               573                 155             1,056
    Gain on sale of fixed assets                                   1,905                61               1,972               125
    Gain (loss) on sale of investment securities                  (1,759)                0              (1,759)                0
    Other income                                                     634               672               2,186             2,094
                                                          ---------------  ----------------   -----------------   ---------------
Total noninterest income                                           3,222             3,600               9,485             9,792
                                                          ---------------  ----------------   -----------------   ---------------
NONINTEREST EXPENSE:
    Salaries and employee benefits                                 4,859             5,331              14,759            15,670
    Occupancy and equipment                                        1,390             1,430               4,139             4,116
    Amortization of acquisition intangibles                          813               843               2,461             2,551
    Franchise and shares tax                                         358               324               1,112               935
    Communication and delivery                                       601               670               1,932             1,991
    Marketing and business development                               196               284                 861               869
    Data processing                                                  374               234               1,002               685
    Printing, stationery and supplies                                172               218                 556               665
    Other expenses                                                 1,331             1,341               4,096             4,706
                                                          ---------------  ----------------   -----------------   ---------------
Total noninterest expense                                         10,094            10,675              30,918            32,188
                                                          ---------------  ----------------   -----------------   ---------------
Income before income tax expense                                   5,462             4,538              15,147            13,774
Income tax expense                                                 2,036             1,751               5,646             5,300
                                                          ---------------  ----------------   -----------------   ---------------
NET INCOME                                                       $ 3,426           $ 2,787             $ 9,501           $ 8,474
                                                          ===============  ================   =================   ===============
EARNINGS PER SHARE - BASIC                                        $ 0.56            $ 0.46              $ 1.56            $ 1.37
                                                          ===============  ================   =================   ===============
EARNINGS PER SHARE - DILUTED                                      $ 0.56            $ 0.45              $ 1.55            $ 1.35
                                                          ===============  ================   =================   ===============
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        4
<PAGE>
                      IBERIABANK CORPORATION AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                                       Unearned
                                                                           Unearned    Common    Accumulated
                                                    Additional              Common      Stock      Other                   Total
                                          Common     Paid-In    Retained  Stock Held   Held By  Comprehensive Treasury Shareholders'
                                          Stock      Capital    Earnings   By ESOP    RRP Trust    Income        Stock    Equity
                                          -----      -------    --------   -------    ---------    ------        -----    ------
<S>                                       <C>        <C>         <C>        <C>        <C>            <C>      <C>        <C>
BALANCE, DECEMBER 31, 1998                $ 7,381    $ 68,021    $ 63,527   $ (3,267)  $ (3,683)      $ 349    $ (8,361)  $ 123,967

Comprehensive income:
     Net income                                                     8,474                                                     8,474
     Change in unrealized gain (loss)
     on securities available for sale,
     net of deferred taxes                                                                           (3,636)                 (3,636)
                                                                                                                        ------------
Total comprehensive income                                                                                                    4,838

Cash dividends declared                                            (2,965)                                                   (2,965)

Common stock released by ESOP trust                       375                    467                                            842

Common stock earned by participants of
     recognition and retention plan trust,
     including tax benefit                                157                               330                                 487

Treasury stock acquired at cost, 336,500 shares                                                                  (7,045)     (7,045)
Stock options exercised                                     1                                                        15          16
                                         ---------  ---------- ----------   --------- ---------- -----------  ----------  ----------
BALANCE,  SEPTEMBER 30, 1999              $ 7,381    $ 68,554    $ 69,036   $ (2,800)  $ (3,353)   $ (3,287)  $ (15,391)  $ 120,140
                                         =========  ========== ==========   ========= ========== ===========  ==========  ==========

BALANCE, DECEMBER 31, 1999                $ 7,381    $ 68,749    $ 69,065   $ (2,649)  $ (3,024)   $ (7,124)  $ (15,209)  $ 117,189

Comprehensive income:
     Net income                                                     9,501                                                     9,501
     Change in unrealized gain (loss)
     on securities available for sale,
     net of deferred taxes                                                                              321                     321
                                                                                                                          ----------
Total comprehensive income                                                                                                    9,822
Cash dividends declared                                            (3,068)                                                   (3,068)
Common stock released by ESOP trust                       215                    440                                            655

Common stock earned by participants of
     recognition and retention plan trust,
     including tax benefit                                 39                               417                                 456

Common stock acquired by RRP trust                        128                              (128)                                  0
Compensation expense on stock option plans                 49                                                                    49
Treasury stock acquired at cost, 62,500 shares                                                                     (879)       (879)
                                         ---------  ---------- ----------  ---------- ---------- -----------  ----------  ----------
BALANCE, SEPTEMBER 30, 2000               $ 7,381    $ 69,180    $ 75,498   $ (2,209)  $ (2,735)   $ (6,803)  $ (16,088)  $ 124,224
                                         =========  ========== ==========  ========== ========== ===========  ==========  ==========
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        5
<PAGE>
                      IBERIABANK CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                      For the Nine Months Ended
                                                                             September 30,
                                                                        ----------------------
                                                                          2000         1999
                                                                        ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>          <C>
Net income                                                              $   9,501    $   8,474
Adjustments to reconcile net income to net cash provided by operating
activities:
    Depreciation and amortization                                           5,025        4,964
    Provision for loan losses                                               1,896          923
    Compensation expense recognized on RRP and stock options                  505          373
    Gain on sales of assets                                                (2,021)      (1,128)
    Book value of equipment donated                                             0          120
    Amortization of premium/discount on investments                           467          852
    Current provision for deferred income taxes                                 0           (4)
    FHLB stock dividends                                                     (453)        (355)
    Net change in loans held for sale                                       3,201       16,113
    Income reinvested on marketable equity security                             0         (241)
    ESOP compensation                                                         509          956
    Other, net                                                              1,362        1,746
                                                                        ---------    ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                        19,992       32,793
                                                                        ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Activity in available for sale securities:
         Maturities, prepayments and calls                                 75,119       20,914
         Purchases                                                        (43,744)     (47,837)
    Activity in held to maturity securities:
         Maturities, prepayments and calls                                  6,457       44,840
         Purchases                                                              0      (52,161)
    Increase in loans receivable, net                                    (102,221)     (61,695)
    Proceeds from sale of premises and equipment                            4,778          503
    Purchases of premises and equipment                                      (784)      (1,919)
    Proceeds from FHLB Stock redemption                                         0        4,853
    Purchases of FHLB Stock                                                  (594)        (590)
    Proceeds from disposition of real estate owned & property               1,065          840
                                                                        ---------    ---------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES                       (59,924)     (92,252)
                                                                        ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Increase (Decrease) in deposits                                        31,254     (120,194)
    Net change in short term borrowings                                   (11,100)      73,873
    Issuance of long term debt                                             15,000        5,575
    Repayments of long term debt                                           (6,162)           0
    Dividends paid to shareholders                                         (2,857)      (2,950)
    Proceeds from sale of treasury stock for stock options exercised            0           16
    Payments to repurchase common stock                                      (879)      (7,045)
                                                                        ---------    ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                        25,256      (50,725)
                                                                        ---------    ---------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                      (14,676)    (110,184)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                           47,713      145,871
                                                                        ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $  33,037    $  35,687
                                                                        =========    =========
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES:
    Acquisition of real estate in settlement of loans                   $     969    $     769
                                                                        =========    =========
SUPPLEMENTAL DISCLOSURES:
Cash paid (received) for:
    Interest on deposits and borrowings                                 $  40,871    $  34,967
                                                                        =========    =========
    Income taxes                                                        $   4,810    $   4,673
                                                                        =========    =========
    Income tax refunds                                                  $      --    $       9
                                                                        =========    =========
</TABLE>
                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        6
<PAGE>
                      IBERIABANK CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


      BASIS OF FINANCIAL STATEMENT PRESENTATION

      The  accompanying  consolidated  financial  statements  were  prepared  in
      accordance  with the  instructions  to Form 10-Q,  and  therefore,  do not
      include information or footnotes necessary for a complete  presentation of
      financial  position,  results of  operations  and cash flows in conformity
      with  generally  accepted  accounting  principles.  All normal,  recurring
      adjustments, which, in the opinion of management, are necessary for a fair
      presentation  of the  financial  statements,  have  been  included.  These
      interim  financial  statements  should  be read in  conjunction  with  the
      audited   financial   statements  and  note   disclosures  for  IBERIABANK
      Corporation  (formerly ISB Financial  Corporation),  previously filed with
      the Securities and Exchange  Commission in the Company's  Annual Report on
      Form 10-K for the year ended December 31, 1999.

      BUSINESS

      The  principal  business of  IBERIABANK  Corporation  (the  "Company")  is
      conducted  through its wholly owned  subsidiary,  IBERIABANK (the "Bank"),
      headquartered in New Iberia,  Louisiana. The Bank operates 40 full service
      offices in its market areas located in south central Louisiana,  northeast
      Louisiana and the greater New Orleans area. The Bank provides a variety of
      financial  services to individuals  and businesses  throughout its service
      area.  Primary deposit  products are checking,  savings and certificate of
      deposit accounts and primary lending  products are consumer,  mortgage and
      commercial loans. The Bank also offers discount brokerage services through
      it's wholly owned subsidiary, Iberia Financial Services, LLC.

      The Bank is  subject  to  examination  and  regulation  by the  Office  of
      Financial  Institutions  of the State of  Louisiana,  which is the  Bank's
      chartering  authority and primary  regulator.  The Bank is also subject to
      regulation by the FDIC and to certain reserve requirements  established by
      the Federal  Reserve Board ("FRB").  As a Louisiana  chartered  commercial
      bank,  deposits are insured by the Federal Deposit  Insurance  Corporation
      ("FDIC") to the maximum  extent  permitted by law. The Bank is a member of
      the Federal Home Loan Bank of Dallas ("FHLB").

      PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of the Company,
      the  Bank  and the  Bank's  wholly  owned  subsidiaries.  All  significant
      intercompany   balances  and   transactions   have  been   eliminated   in
      consolidation.

      2.    RECENT ACCOUNTING PRONOUNCEMENTS

      In June 2000,  the FASB  issued FAS  Statement  No.  138,  Accounting  for
      Certain  Derivative  Instruments and Certain Hedging  Activities.  The new
      statement  addresses  a limited  number of issues  causing  implementation
      difficulties  for a large  number of entities  getting  ready to apply FAS
      Statement 133. There are no conflicts with or  modifications  to the basic
      model of  Statement  133, and there is no delay in the  effective  date of
      Statement  133.  FAS 138 is  effective  for fiscal  quarters of all fiscal
      years  beginning after June 15, 2000.  Implementation  of this standard is
      not expected to have a material impact on financial position or results of
      operations.

                                       7
<PAGE>

      In September  2000, the FASB issued FAS Statement No. 140,  Accounting for
      Transfers  and  Servicing  of  Financial  Assets  and  Extinguishments  of
      Liabilities.  The statement  replaces  FASB  Statement No. 125 of the same
      name. It revises the  standards for  accounting  for  securitizations  and
      other  transfers of financial  assets and collateral and requires  certain
      disclosures,  but it  carries  over  most of  Statement  125's  provisions
      without   reconsideration.   The  statement  is  effective  generally  for
      transactions occurring after March 31, 2001. Disclosures are effective for
      years ending after December 15, 2000.  Implementation  of this standard is
      not expected to have a material impact on financial position or results of
      operations.

      3.    LOANS RECEIVABLE

      Loans receivable at September 30, 2000 and December 31, 1999  consisted of
      the following:

                                          September 30, December 31,
     ($000)                                  2000          1999
     --------------------------------------------------------------

     Residential mortgage loans:
         Residential 1-4 family            $ 289,257    $ 266,161
         Construction                          7,816        6,381
                                           ---------    ---------
        Total residential mortgage loans     297,073      272,542
     Commercial loans:
         Business                             77,935       82,485
         Real estate                         195,092      157,248
                                           ---------    ---------
          Total commercial loans             273,027      239,733
     Consumer loans:
         Home equity                         105,990       91,531
         Automobile                           25,639       23,432
         Indirect automobile                 202,599      179,350
         Credit card loans                     8,525        6,436
         Other                                30,259       29,854
                                           ---------    ---------
          Total consumer loans               373,012      330,603
                                           ---------    ---------

          Total loans receivable             943,112      842,878

     Allowance for loan losses                (9,626)      (8,749)
                                           ---------    ---------

     Loans receivable, net                 $ 933,486    $ 834,129
                                           =========    =========

      4.     EARNINGS PER SHARE

      Basic earnings per share were based on 6,073,402  weighted  average shares
      outstanding  during the three  month  period  ended  September  30,  2000.
      Diluted earnings per share were based on 6,152,823 weighted average shares
      outstanding  during the three month period ended  September 30, 2000.  For
      the three months ended September 30, 2000, the weighted  average number of
      common shares  outstanding  excludes (a) the weighted  average  unreleased
      shares owned by the Employee Stock Ownership Plan ("ESOP") of 228,113; (b)
      the weighted  average shares owned by the Management  Recognition Plan and
      Trust of 194,721 and (c) the weighted average shares purchased in Treasury
      Stock of 884,434.

      For the nine months ended  September  30, 2000,  basic  earnings per share
      were based on 6,080,113  weighted  average shares  outstanding and diluted
      earnings  per  share  were  based on  6,111,622  weighted  average  shares
      outstanding.  For the nine months ended  September 30, 2000,  the weighted
      average  number of common  shares  outstanding  excludes  (a) the weighted
      average  unreleased shares owned by the ESOP of 242,727;  (b) the weighted
      average  shares  owned by the  Management  Recognition  Plan and  Trust of
      201,575 and (c) the weighted average shares purchased in Treasury Stock of
      856,179.

                                       8
<PAGE>
      5.     SUBSEQUENT EVENTS

      A $4.5 million commercial real estate loan was placed on nonaccrual status
      during  November  of this year.  The loan was  underwritten  in the second
      quarter  of  1999.  At the end of the  third  quarter  2000,  the loan was
      current. Issues have arisen recently, which have caused bank management to
      reevaluate  the  status  of  the  loan.   After   evaluation,   IBERIABANK
      Corporation began foreclosure proceedings on the loan collateral.  Current
      information available to IBERIABANK  Corporation management indicates that
      issues  relative  to this  loan are  isolated  and do not  reflect a broad
      deterioration in the loan portfolio.

      ITEM 2.  MANAGEMENT'S DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
      RESULTS OF OPERATIONS

      This Form 10-Q may contain certain  forward-looking  statements within the
      meaning of the Private Securities  Litigation Reform Act of 1995. Examples
      of forward-looking  statements include,  but are not limited to, estimates
      with  respect  to the  financial  condition,  results  of  operations  and
      business of the Company  that are subject to various  factors  which would
      cause  actual  results  to differ  materially  from the  estimates.  These
      factors  include,  but are not limited to,  general  economic  conditions,
      changes in interest rates, deposit flows, loan demand, real estate values,
      and  competition;   changes  in  accounting   principles,   policies,   or
      guidelines;  changes in  legislation or  regulation;  and other  economic,
      competitive, governmental, regulatory, and technological factors affecting
      the Company's operations, pricing, products and services.

      CHANGES IN FINANCIAL CONDITION
      ------------------------------

      At September  30, 2000,  the  consolidated  assets of the Company  totaled
      $1.40 billion,  an increase of $37.3 million,  or 2.7%,  from December 31,
      1999.

      Loans, net of unearned income,  less allowance for loan losses,  increased
      by $99.4  million,  or 11.9%,  to $933.5  million at  September  30,  2000
      compared  to $834.1  million at  December  31,  1999.  Such  increase  was
      primarily the result of a $42.4  million,  or 12.8%,  increase in consumer
      loans,  reflecting  growth of $23.2 million in indirect  automobile loans,
      $14.5 million in home equity loans, and an increase in remaining  consumer
      loans of $4.7  million.  Other  loan  increases  consisted  of  growth  in
      commercial  loans of $33.3 million,  or 13.9%, and mortgage loans of $24.5
      million,  or 9.0%.  The  Company's  loan to deposit ratio at September 30,
      2000 was 82.5% compared to 75.8% at December 31, 1999.

      Loans held for sale  decreased  $3.2  million,  or 67.1%,  to $1.6 million
      compared to $4.8  million at December  31,  1999.  This group of loans has
      normally been fixed rate single-family residential mortgages held for sale
      in the secondary market. The decrease was largely  attributable to reduced
      demand by consumers for fixed rate loans in the rising rate environment at
      the  beginning  of the year.  As rates have  stabilized,  so has  consumer
      demand. In most cases loans in this category are sold within thirty days.

      Interest-bearing deposits at other institutions decreased $3.8 million, or
      46.2%, to $4.5 million at September 30, 2000,  compared to $8.3 million at
      December 31, 1999.

      The Company's  investment  securities  available for sale decreased  $30.9
      million,  or 10.3%,  to $268.5 million at September 30, 2000,  compared to
      $299.4  million at December 31, 1999.  Such  decrease  was  primarily  the
      result of  prepayments  and maturities  totaling $31.4 million,  which was
      partially offset by an additional increase of $494,000 in the market value
      of such  securities.  During  the  third  quarter  of  2000,  the  Company
      completed  the  restructuring  of a  significant  portion of its long-term
      investment  portfolio.  Approximately  $45.5  million  of fixed  rate debt
      securities  were sold at a pre-tax loss of $1.8  million.  The proceeds of
      the sale,  or  approximately  $43.7  million,  were  reinvested  in higher
      yielding, more liquid, fixed-rate debt securities with an average maturity
      comparable to those securities that were sold.

      The  Company's  investment  securities  held to  maturity  decreased  $6.6
      million,  or 7.7%,  to $78.9  million at September  30, 2000,  compared to
      $85.5  million at  December  31,  1999.  This  decrease  was the result of
      prepayments and maturities.

                                       9
<PAGE>
      Deposits  increased $31.3 million,  or 2.8%, to $1.13 billion at September
      30, 2000,  compared to $1.10 billion at December 31, 1999. The increase in
      deposits was primarily  the result of a $40.2 million  increase in savings
      account  balances as a result of  promotional  pricing and a $1.4  million
      increase in time  deposits.  This was partially  offset by a $13.0 million
      decrease  in  interest-bearing  checking  accounts  cyclically  down  from
      year-end balances.

      Federal Home Loan Bank short-term  borrowings  decreased $9.0 million,  or
      10.8%,  to $74.0 million at September 30, 2000,  compared to $83.0 million
      at December  31,  1999.  The net  decrease  in advances  was in short term
      advances  with a duration of one month or less.  The  decrease in advances
      was  primarily  the  result of  deposit  growth  and  investment  security
      reductions, offset by funding requirements for loan growth.

      Long-term  debt  increased  $1.3  million,  or 2.4%,  to $53.3  million at
      September 30, 2000,  compared to $52.1  million at December 31, 1999.  The
      increase in  long-term  debt was due to duration  match  funding on larger
      commercial loans, offset by prepayments and maturities of long-term debt.

      Total  shareholders'  equity  increased  $7.0 million,  or 6.0%, to $124.2
      million at September 30, 2000,  compared to $117.2 million at December 31,
      1999.  The  increase  was the result of the  Company's  net income of $9.5
      million, $655,000 of common stock released by the ESOP, $456,000 of common
      stock  earned by  participants  in the  Recognition  and  Retention  Plan,
      $49,000 of  compensation  expense  recognized  on stock  option  plans and
      $321,000 of accumulated other  comprehensive  income,  after taxes. All of
      the above were partially offset by treasury stock acquisitions of $879,000
      and cash dividends of $3.1 million declared on common stock.

      RESULTS OF OPERATIONS
      ---------------------

      The Company reported net income of $3.4 million for the three months ended
      September  30,  2000,  compared to $2.8  million  earned  during the three
      months ended  September 30, 1999,  or an increase of 22.9%.  The Company's
      net  interest  income  increased  $1.2  million  and  noninterest   income
      decreased  $378,000 for the same  period.  The  provision  for loan losses
      increased by $523,000,  noninterest  expense decreased $581,000 and income
      tax expense increased $285,000 during the three months ended September 30,
      2000 compared to the third quarter of 1999.

      For the nine months  ended  September  30, 2000,  the Company  earned $9.5
      million  compared  to $8.5  million  for the same  period  of 1999,  or an
      increase of 12.1%.  The  Company's  net  interest  income  increased  $1.4
      million and noninterest  income decreased  $307,000 during the nine months
      ended  September 30, 2000  compared to the first nine months of 1999.  The
      provision  for loan losses  increased  by  $973,000,  noninterest  expense
      decreased  $1.3  million and income tax expense  increased  $346,000  when
      comparing the first nine months of 2000 to the same period of 1999.

      NET INTEREST INCOME

      Net interest income increased $1.2 million, or 10.5%, to $13.1 million for
      the three months ended  September 30, 2000,  compared to $11.9 million for
      the three months ended  September 30, 1999. The increase was due to a $3.5
      million, or 14.9% increase in interest income,  which was offset by a $2.2
      million,  or 19.5% increase in interest expense.  The increase in interest
      income was the result of a $79.6 million, or 6.4%, increase in the average
      balance of earning assets,  together with a 61 basis point increase in the
      yield earned on earning assets.  The increase in interest  expense was the
      result of a $37.8  million,  or 3.4%,  increase in the average  balance of
      interest-bearing  liabilities,  together with a 60 basis point increase in
      the cost  thereof.  The  Company's  interest  rate spread and net interest
      margin amounted to 3.42% and 3.97%, respectively,  during the three months
      ended September 30, 2000, compared to 3.40% and 3.84%,  respectively,  for
      the comparable period in 1999.

      For the  nine  months  ended  September  30,  2000,  net  interest  income
      increased  $1.4  million,  or 3.7%,  to $38.5  million,  compared to $37.1
      million for the first nine months of 1999.  The increase was due to a $6.7
      million,  or 9.5% increase in interest income,  which was offset by a $5.3
      million,  or 15.8% increase in interest

                                       10
<PAGE>

      expense.   The  increase  in  interest  income  was  the result of a $48.4
      million, or 3.9%,  increase  in the  average  balance of  earning  assets,
      together with a 43 basis  point  increase  in the yield  earned on earning
      assets.  The  increase  in  interest  expense  was  the  result of a $20.3
      million, or 1.8%,  increase  in the  average  balance of  interest-bearing
      liabilities, together with a 55 basis point  increase in the cost thereof.
      The Company's  interest  rate spread and net interest  margin  amounted to
      3.40% and 3.95%, respectively,  during the nine months ended September 30,
      2000, compared to 3.53% and 3.96%, respectively, for the comparable period
      in 1999.

      Table 1 presents average balance sheets,  net interest income and interest
      rates for the quarterly and  nine-month  periods ended  September 30, 2000
      and 1999.

      INTEREST INCOME

      The Company's total interest income was $26.8 million for the three months
      ended  September 30, 2000,  compared to $23.4 million for the three months
      ended  September  30,  1999.  The reason for the $3.5  million,  or 14.9%,
      increase  in interest  income was a $4.0  million,  or 23.8%,  increase in
      interest income from loans and a $75,000, or 937.5%,  increase in interest
      on deposits held at other  institutions,  which was partially  offset by a
      $603,000,  or 9.3%,  decrease  in interest  and  dividends  on  investment
      securities. The increase in interest income from loans was the result of a
      $131.4  million,  or 16.2%,  increase  in the  average  balance  of loans,
      together with a 48 basis point increase in the yield earned  thereon.  The
      decrease in interest income from investment securities was the result of a
      $55.8  million,  or 13.1%,  decrease in the average  balance of investment
      securities, which was partially offset by a 27 basis point increase in the
      yield  earned  thereon.  The increase in interest  from  deposits at other
      institutions was the result of a $4.0 million, or 322.4%,  increase in the
      average  balance of deposits at other  institutions,  together  with a 371
      basis point increase in the yield earned thereon.

      For the nine months ended  September 30, 2000,  total interest  income was
      $77.3 million,  compared to $70.6 million for the same period in 1999. The
      reason for the $6.7 million,  or 9.5%,  increase in interest  income was a
      $8.4 million, or 16.7%,  increase in interest income from loans, which was
      partially  offset  by a  $956,000,  or  5.0%,  decrease  in  interest  and
      dividends on investment  securities and a $772,000,  or 78.3%, decrease in
      interest on deposits held at other institutions.  The increase in interest
      income from loans was the result of a $107.6 million,  or 13.5%,  increase
      in the average  balance of loans,  together with a 23 basis point increase
      in the yield on loans.  The  decrease in interest  income from  investment
      securities  was the result of a $33.6  million,  or 8.0%,  decrease in the
      average balance of investment securities,  which was partially offset by a
      21 basis  point  increase  in the  yield  on  investment  securities.  The
      decrease in interest from deposits at other institutions was the result of
      a $25.6 million, or 83.5%,  decrease in the average balance of deposits at
      other  institutions,  which was  partially  offset  by a 137  basis  point
      increase in the yield on deposits at other institutions.

      INTEREST EXPENSE

      The Company's  total  interest  expense was $13.7 million during the three
      months ended  September 30, 2000,  compared to $11.5 million for the three
      months ended  September  30, 1999.  The reasons for the $2.2  million,  or
      19.5%,  increase in total  interest  expense  were a  $934,000,  or 64.5%,
      increase in interest  expense on  borrowings  due to a $45.4  million,  or
      48.9%,  increase in the average balance of borrowings,  together with a 58
      basis point increase in the cost of such borrowings and a $1.3 million, or
      13.0%,  increase in interest  expense on deposits  due to a 51 basis point
      increase in the cost of such  deposits,  which was  partially  offset by a
      $7.6 million, or 0.7%, decrease in the average balance of interest-bearing
      deposits.

      For the nine months ended September 30, 2000, the Company's total interest
      expense was $38.9  million,  compared to $33.6 million for the same period
      in 1999.  The reasons for the $5.3  million,  or 15.8%,  increase in total
      interest  expense  were a $3.0  million,  or 95.3%,  increase  in interest
      expense on borrowings  due to a $55.1 million,  or 81.8%,  increase in the
      average balance of borrowings,  together with a 45 basis point increase in
      the cost of such  borrowings  and a $2.4  million,  or 7.7%,  increase  in
      interest  expense on deposits due to a 45 basis point increase in the cost
      of such deposits,  which was partially  offset by $34.8 million,  or 3.3%,
      decrease in the average balance of interest-bearing deposits.

                                       11
<PAGE>
     AVERAGE  BALANCES, NET  INTEREST  INCOME  AND  INTEREST YIELDS / RATES

         The following table sets forth, for the periods indicated,  information
     regarding  (i) the total  dollar  amount of interest  income of the Company
     from earning assets and the resultant average yields; (ii) the total dollar
     amount  of  interest  expense  on  interest-bearing   liabilities  and  the
     resultant  average  rate;  (iii) net  interest  income;  (iv) net  interest
     spread; and (v) net interest margin.  Information is based on average daily
     balances during the indicated periods.
<TABLE>
<CAPTION>

                                                       Three Months Ended September 30,
                                       -----------------------------------------------------------------
                                                     2000                                1999
                                       -------------------------------      -----------------------------
                                                               Average                            Average
                                        Average                Yield/        Average              Yield/
(Dollars in thousands)                  Balance     Interest   Rate(1)       Balance     Interest Rate(1)
----------------------------------------------------------------------      ----------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>       <C>
Interest-earning assets:
     Loans receivable:
       Mortgage loans                   $298,632    $5,871      7.86 %      $281,714    $5,160    7.33 %
       Commercial loans                  273,109     6,640      9.51         225,189     5,120    8.99
       Consumer and other loans          369,965     8,348      8.98         303,440     6,570    8.68
                                      ----------    ------                ----------    ------
            Total Loans                  941,706    20,859      8.78         810,343    16,850    8.30
                                      ----------    ------                ----------    ------
Investment securities                    368,720     5,898      6.40         424,522     6,501    6.13
Other earning assets                       5,242        83      6.30           1,241         8    2.59
                                      ----------    ------                ----------    ------
     Total earning assets              1,315,668    26,840      8.16       1,236,106    23,359    7.55
                                                    ------                              ------
Nonearning assets                         85,920                             113,431
                                      ----------                          ----------
     Total assets                     $1,401,588                          $1,349,537
                                      ==========                          ==========

Interest-bearing liabilities:
     Deposits:
       Demand deposits                  $245,764     1,442      2.33        $273,547     1,603    2.35
       Savings deposits                  178,682     1,581      3.52         132,358       687    2.08
       Certificates of deposits          582,350     8,291      5.66         608,480     7,721    5.09
                                      ----------    ------                ----------    ------
          Total deposits               1,006,796    11,314      4.47       1,014,385    10,011    3.96
Borrowings                               138,311     2,381      6.74          92,877     1,447    6.16
                                      ----------    ------                ----------    ------
        Total interest-bearing
          liabilities                  1,145,107    13,695      4.74       1,107,262    11,458    4.14
                                                    ------                              ------
Noninterest - bearing demand deposits    121,898                             112,081
Noninterest - bearing liabilities         11,594                              10,831
                                      ----------                          ----------
          Total liabilities            1,278,599                           1,230,174
Shareholders' Equity                     122,989                             119,363
                                      ----------                          ----------
          Total liabilities and
            shareholders' equity      $1,401,588                          $1,349,537
                                      ==========                          ==========

Net earning  assets                     $170,561                            $128,844
                                      ==========                          ==========
Net interest spread                                $13,145      3.42  %                $11,901    3.40  %
                                                   ========     =====                  =======    =====
Net  interest  margin                                           3.97  %                           3.84  %
                                                                =====                             =====
Ratio of average earning
     assets to
     average interest-bearing
     liabilities                         114.89%                             111.64%
                                         =======                             =======
</TABLE>
----------------------------------
(1)  Annualized.

                                       12
<PAGE>
[TABLE CONTINUED FROM ABOVE]
<TABLE>
<CAPTION>

                                                        Nine Months Ended September 30,
                                         --------------------------------------------------------------
                                                      2000                             1999
                                         ---------------------------     ------------------------------
                                                            Average                              Average
                                         Average            Yield/        Average                Yield/
(Dollars in thousands)                   Balance   Interest Rate(1)       Balance       Interest Rate(1)
------------------------------------     ---------------------------     ------------------------------
<S>                                     <C>         <C>         <C>         <C>         <C>       <C>
Interest-earning assets:
     Loans receivable:
       Mortgage loans                   $287,828    $16,944     7.85 %      $297,475    $17,678   7.92 %
       Commercial loans                  258,224     18,448     9.39         216,536     14,393   8.73
       Consumer and other loans          356,352     23,433     8.78         280,768     18,331   8.70
                                      ----------    -------               ----------    -------
            Total Loans                  902,404     58,825     8.66         794,779     50,402   8.43
                                      ----------    -------               ----------    -------
Investment securities                    383,902     18,299     6.36         417,507     19,255   6.15
Other earning assets                       5,050        214     5.66          30,626        986   4.29
                                      ----------    -------               ----------    -------
     Total earning assets              1,291,356     77,338     7.99       1,242,912     70,643   7.56
                                                    -------                             -------
Nonearning assets                         88,355                             114,454
                                      ----------                          ----------
     Total assets                     $1,379,711                          $1,357,366
                                      ==========                          ==========

Interest-bearing  liabilities:
     Deposits:
       Demand deposits                  $249,347      4,324     2.31        $284,633      4,763   2.23
       Savings deposits                  181,882      4,886     3.59         129,740      1,847   1.90
       Certificates of deposits          575,958     23,585     5.47         627,617     23,833   5.06
                                      ----------    -------               ----------    -------
          Total deposits               1,007,187     32,795     4.35       1,041,990     30,443   3.90
Borrowings                               122,488      6,067     6.51          67,379      3,107   6.06
                                      ----------    -------               ----------    -------
        Total interest-bearing
          liabilities                  1,129,675     38,862     4.58       1,109,369     33,550   4.03
                                                     ------                              ------
Noninterest - bearing demand deposits    120,149                             114,213
Noninterest - bearing liabilities         11,001                              11,902
                                      ----------                          ----------
          Total liabilities            1,260,825                           1,235,484
Shareholders' Equity                     118,886                             121,882
                                      ----------                          ----------
          Total liabilities and
            shareholders' equity      $1,379,711                          $1,357,366
                                      ==========                          ==========

Net earning assets                      $161,681                            $133,543
                                      ==========                          ==========
Net interest spread                                 $38,476     3.40  %                 $37,093   3.53  %
                                                    =======     ====                    =======   ====
Net interest margin                                             3.95  %                           3.96  %
                                                                ====                              ====
Ratio of average earning
   assets to
   average interest-bearing
   liabilities                           114.31%                             112.04%
                                         =======                             =======
</TABLE>
----------------------------------
(1)  Annualized.

                                       13
<PAGE>

      PROVISION FOR LOAN LOSSES

      The  provision  for loan losses was  $811,000  for the three  months ended
      September  30, 2000 as  compared to $288,000  for the same period in 1999.
      For the nine months ended September 30, 2000 the provision for loan losses
      was $1.9  million as  compared  to  $923,000  for the first nine months of
      1999. The increased  provision reflects growth in loans of $112.7 million,
      or 13.5%, over the last twelve months.

      Nonperforming assets, consisting of nonaccruing loans, accruing loans more
      than 90 days past due and foreclosed  property,  amounted to $3.6 million,
      or 0.26% of total assets at September 30, 2000,  compared to $3.3 million,
      or 0.24% of total assets at December 31, 1999.  As of September  30, 2000,
      the ratio of the  Company's  allowance  for loan  losses to  nonperforming
      loans was 278.3%, compared to 279.3% at December 31, 1999.

      NONINTEREST INCOME

      Noninterest income decreased  $378,000,  or 10.5%, to $3.2 million for the
      three months ended  September  30, 2000,  compared to $3.6 million for the
      three months ended September 30, 1999. The decrease was due primarily to a
      $1.8 million loss on the sale of investment  securities as a result of the
      restructuring  of  a  significant  portion  of  the  long-term  investment
      portfolio, a $476,000, or 83.1%, decrease in gains on the sale of mortgage
      loans in the secondary market, and a $38,000,  or 5.7%,  decrease in other
      income, all of which were partially offset by a $5,000, or 0.2%,  increase
      in service charges on deposit accounts and a $46,000,  or 16.3%,  increase
      in ATM fee  income.  Also  included  in  noninterest  income for the three
      months ended September 30, 2000 is a $1.8 million increase in gain on sale
      of  fixed  assets  as a  result  of the  sale  of an  office  building  in
      Lafayette,  Louisiana.  The proceeds  from the sale of the  property  were
      approximately  $3.0 million  dollars,  which resulted in a pre-tax gain of
      $2.0 million. IBERIABANK will continue to operate a full service branch at
      this  location.  The sale of the  property  will not impact  customers  of
      IBERIABANK.

      For the nine months ended September 30, 2000, noninterest income decreased
      $307,000, or 3.1%, to $9.5 million, compared to $9.8 million for the first
      nine months of 1999.  Such  decrease  was due  primarily to a $1.8 million
      loss on the sale of investment securities as a result of the restructuring
      of a  significant  portion of the  long-term  investment  portfolio  and a
      $901,000, or 85.3%, decrease in gains on the sale of mortgage loans in the
      secondary  market,  all of which were partially  offset by a $235,000,  or
      4.1%,  increase in service charges on deposits  accounts,  a $179,000,  or
      22.9%,  increase  in ATM fee income and a $92,000,  or 4.4%,  increase  in
      other  income.  Included in  noninterest  income for the nine months ended
      September 30, 2000 is the gain on sale of property referenced above.

      The increase in other income is  attributable  to increases in  commission
      income and other sources of income.

      NONINTEREST EXPENSE

      Noninterest  expense  decreased  $581,000,  or 5.4%,  for the three months
      ended September 30, 2000, to $10.1 million,  compared to $10.7 million for
      the three months ended  September 30, 1999.  Such decrease was due in part
      to a $64,000 decrease in the ESOP retirement  contribution  expense caused
      by the  decrease  in the  average  fair  market  value of  Company  stock.
      Reclassification  of deposits  according to use for reserve purposes later
      in 1999  resulted  in  quarterly  savings of FDIC  insurance  of  $51,000.
      Additional  decreases  of  $472,000  in salaries  and  employee  benefits,
      $27,000 in  employee  development,  $46,000 in  printing,  stationery  and
      supplies,  $40,000 in occupancy  and  equipment,  $88,000 in marketing and
      business development, and $42,000 in miscellaneous other expenses reflects
      Management's  emphasis  on  controlling   discretionary  expenses.   These
      decreases  were  offset  in part  by  increases  of  $24,000  in the  cost
      associated with other real estate owned, net of gains on sale of property,
      $51,000 in  professional  fees,  $140,000 in the cost of computer  related
      expenses and $34,000 in the share tax assessment.

                                       14
<PAGE>

      For  the  nine  months  ended  September  30,  2000,  noninterest  expense
      decreased  $1.3  million,  or 3.9%,  to $30.9  million  compared  to $32.2
      million for the same period in 1999.  This  decrease  was due in part to a
      $333,000 reduction in the ESOP retirement  contribution  expense caused by
      the  decrease in the average  fair market  value of Company  stock for the
      nine-month   period  as   compared   to  the  same   period   last   year.
      Reclassification  of deposits  according to use for reserve purposes later
      in 1999  resulted in savings of FDIC  insurance  of  $183,000.  Additional
      decreases  of $911,000  in salaries  and  employee  benefits,  $129,000 in
      employee  development,  $109,000 in  printing,  stationery  and  supplies,
      $8,000 in marketing and business development and $379,000 in miscellaneous
      other expenses reflects Management's emphasis on controlling discretionary
      expenses.  These  decreases  were offset in part by increases of $9,000 in
      the cost associated with other real estate owned,  net of gains on sale of
      property,  $23,000 in occupancy and  equipment,  $256,000 in  professional
      fees,  $317,000 in the cost of computer  related  expenses and $177,000 in
      the share tax assessment.

      INCOME TAX EXPENSE

      Income tax expense  increased  $285,000,  or 16.3%,  for the three  months
      ended September 30, 2000 to $2.0 million, compared to $1.8 million for the
      three months ended  September 30, 1999. The increase in income tax expense
      was due primarily to the increase in income before income taxes.

      For the nine months ended September 30, 2000, income tax expense increased
      $346,000, or 6.5%, to $5.6 million,  compared to $5.3 million for the same
      period in 1999.  The  increase in income tax expense was due  primarily to
      the increase in income before income taxes.

      The effective tax rate for the quarters ended  September 30, 2000 and 1999
      was 37.3% and 38.6%,  respectively.  The  effective  tax rate for the nine
      month periods as of the same dates was 37.3 % and 38.5%, respectively.

                                       15
<PAGE>

      LIQUIDITY AND CAPITAL RESOURCES
      -------------------------------

      The Company's  liquidity,  represented by cash and cash equivalents,  is a
      product  of  its  operating,   investing  and  financing  activities.  The
      Company's primary sources of funds are deposits, amortization, prepayments
      and  maturities of  outstanding  loans,  investment  securities  and other
      short-term investments and funds provided from operations. While scheduled
      payments from the amortization of loans,  maturing investment  securities,
      and short-term  investments are relatively  predictable  sources of funds,
      deposit flows and loan and  investment  security  prepayments  are greatly
      influenced by general interest rates, economic conditions and competition.
      In addition,  the Company  obtains  additional  funds through  borrowings,
      which provide  liquidity to meet lending  requirements.  The Bank has been
      able  to  generate  sufficient  cash  through  its  deposits  as  well  as
      borrowings.  At  September  30,  2000,  the Company had $127.3  million in
      outstanding  advances  from  the  FHLB  of  Dallas  and  $5.5  million  in
      outstanding debt from Union Planters Bank, N.A.

      Liquidity  management is both a daily and  long-term  function of business
      management.   Excess   liquidity  is  generally   invested  in  short-term
      investments  such as over night  deposits.  On a  longer-term  basis,  the
      Company maintains a strategy of investing in various lending products. The
      Company  uses  its  sources  of  funds   primarily  to  meet  its  ongoing
      commitments  and fund loan  commitments.  At September 30, 2000, the total
      approved loan commitments  outstanding  amounted to $31.1 million.  At the
      same time, commitments under unused lines of credit, including credit card
      lines,  amounted to $144.6 million.  Certificates of deposit  scheduled to
      mature in twelve  months or less at  September  30,  2000  totaled  $355.8
      million.  Based on past experience  management believes that a significant
      portion of maturing  deposits  will remain with the  Company.  The Company
      anticipates  it  will  continue  to have  sufficient  funds  to  meet  its
      liquidity requirements.

      At  September  30, 2000,  the Company and its  subsidiary  had  regulatory
      capital  which was in  excess  of  regulatory  requirements.  The  current
      requirements  and the Company's actual levels as of September 30, 2000 are
      detailed below (dollars in thousands):


                                Required Capital           Actual Capital
                               --------------------       ------------------
                               Amount     Percent         Amount     Percent
                               ------     -------         ------     -------

      Tier 1 Leverage          $54,479       4.00%        $91,350       6.71%

      Tier 1 Risk-Based        $36,496       4.00%        $91,350      10.01%

      Total Risk-Based         $72,992       8.00%       $100,976      11.07%

                                       16
<PAGE>

      ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Quantitative and qualitative  disclosures  about market risk are presented
      at December  31, 1999 in Item 7A of the  Company's  Annual  Report on Form
      10-K, filed with the Securities and Exchange Commission on March 31, 2000.
      Management  believes there have been no material  changes in the Company's
      market risk since December 31, 1999.

                                       17
<PAGE>

PART II  -  OTHER INFORMATION


Item 1.    Legal Proceedings
           -----------------

           Not Applicable


Item 2.    Changes in Securities and Use of Proceeds
           -----------------------------------------
           Not Applicable


Item 3.    Defaults Upon Senior Securities
           -------------------------------

           Not Applicable


Item 4.    Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------

           Not Applicable


Item 5.    Other Information
           -----------------

           Not Applicable


Item 6.    Exhibits and Reports on Form 8-K
           ---------------------------------

           Exhibit 27 -  Financial Data Schedule  (SEC Use Only)

                                       18
<PAGE>
                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                        IBERIABANK CORPORATION


Date: November  13,  2000               By: /s/ Daryl G. Byrd
      -------------------                   -------------------------------
                                            Daryl G. Byrd
                                            President



Date: November  13,  2000              By:  /s/ Marilyn W. Burch
      -------------------                   -------------------------------
                                            Marilyn W. Burch
                                            Senior Vice President and Controller

                                       19


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