-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TRgTC/croQTVyQAUwCrXIgqyXj9mZh768tJh6z3MlLo75AIFkmNZ2bZaKQL6ae07 vSAEGB9gWBONhMc3o1l7xw== 0000352801-96-000002.txt : 19960402 0000352801-96-000002.hdr.sgml : 19960402 ACCESSION NUMBER: 0000352801-96-000002 CONFORMED SUBMISSION TYPE: 10KSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANCSHARES OF HOUMA INC CENTRAL INDEX KEY: 0000352801 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 720695017 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-10241 FILM NUMBER: 96543020 BUSINESS ADDRESS: STREET 1: 801 BARROW ST CITY: HOUMA STATE: LA ZIP: 70360 BUSINESS PHONE: 5048721434 MAIL ADDRESS: STREET 1: P O BOX 110 CITY: HOUMA STATE: LA ZIP: 70360-0110 10KSB 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended December_31,_1995 or [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________ to ________ Commission file number 0-10241 AMERICAN BANCSHARES OF HOUMA, INC. (Name of small business issuer in its charter) LOUISIANA 72-0695017 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 801_Barrow_Street,_Houma,_Louisiana 70360 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (504)_872-1434 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $3.00 Par Value Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]. No [ ]. Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the issuer's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]. State issuer's revenues for its most recent fiscal year. $7,412,959 The aggregate market value of the voting stock held by nonaffiliates* at March 25, 1996, was $9,859,352. As per the terms of a definitive agreement for merger with Regions Financial Corporation, a price of 1.66 times the closing market price of Regions common stock (traded on the NASDAQ under the symbol "RGBK") was used to compute the aggregate market value. The number of shares of common stock, $3.00 Par Value, outstanding at March 25, 1996, was 229,564. Documents_Incorporated_by_Reference Document Part_of_Form_10-KSB Annual Report to Shareholders for fiscal year ended December 31, 1995, as specifically referred to herein............................................ Part I, Part II, Part III and Part IV *For purposes of this computation only, shares held by directors, officers, 5% shareholders and Issuer's employee stock ownership plan are excluded. PART_I Item_1._Description_of_Business (a) General Information The information called for by Item 1 is included in Issuer's 1995 Annual Report under the caption "Description of Business" and is incorporated herein by reference. (b) Statistical Information 1. Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates and Interest Differential Portions of the information called for by this item of Industry Guide 3 are included in the Issuer's 1995 Annual Report under the captions "Summary of Average Balance Sheet, Interest and Interest Rates" and "Comparative Changes in Interest Income and Expense" and is incorporated herein by reference. As additional disclosure, the following table sets forth the Company's interest rate sensitivity analysis as of December 31, 1995 (dollars in thousands):
After Three One Within Through Through After Five Three Twelve Five Years or _Months_ _Months_ _Years__ Insensitive _Totals_ Loans, net of unearned income...... $12,620 8,375 23,953 5,865 50,813 Investment securities.............. 2,084 4,178 19,361 813 26,436 Federal funds sold................. __1,300_ ____---_ ____---_ ____---_ __1,300_ Total earning assets............... $16,004 12,553 43,314 6,678 78,549 ======== ======== ======== ======== ======== 20.38% 15.98% 55.14% 8.50% 100.00% ======== ======== ======== ======== ======== Interest bearing deposits: NOW & Savings accounts........... $ --- 2,807 15,908 --- 18,715 Money market accounts............ 1,242 3,727 3,313 --- 8,282 Time deposits under $100,000..... 6,502 9,674 8,050 --- 24,226 Time deposits of $100,000 or more........................ 3,584 2,745 3,080 --- 9,409 Securities sold under repurchase agreements............ ____107_ _____93_ ____---_ ____---_ ____200_ Total interest-bearing liabilities. 11,435 19,046 30,351 --- 60,832 Noninterest bearing funds.......... ____---_ ____---_ ____---_ _17,717_ _17,717_ Funds supporting earning assets.... $11,435 19,046 30,351 17,717 78,549 ======== ======== ======== ======== ======== 14.56% 24.25% 38.64% 22.55% 100.00% ======== ======== ======== ======== ======== Interest sensitivity gap........... $ 4,569 (6,493) 12,963 (11,039) --- Cumulative gap..................... 4,569 (1,924) 11,039 --- --- Cumulative gap as a percent of total earning assets.......... 5.82% (2.45%) 14.05% --- ---
In the above table, adjustable rate assets are shown based on the next repricing opportunity. Fixed rate assets and liabilities are shown based on their contractual payment schedules. Investment securities are shown at amortized cost, and pre- payment estimates are included for mortgage-backed securities. Interest-bearing, non-maturity deposits (NOW, savings and money market accounts) have been a relatively stable source of funds for the Bank. Also, the repricing of these deposits do not result in rate changes of the same magnitude as changes in general market rates. Because of these factors, interest- bearing, non-maturity deposits are allocated by management across the first three time bands. 2. Investment Portfolio Portions of the information called for by this item of Industry Guide 3 are included in the Issuer's 1995 Annual Report in notes 1(d) and 3 to the consolidated financial statements and is incorporated herein by reference. As additional disclosure, the following table presents the amortized cost of investment securities by ranges of maturities and tax equivalent yields for each range of maturities as of December 31, 1995 (dollars in thousands):
After One After Five Within But Within But Within After Investment Securities ___One_Year__ __Five_Years_ __Ten_Years__ __Ten_Years__ ____Total____ Maturities and Yields: _Amount Yield _Amount Yield _Amount Yield _Amount Yield _Amount Yield Available-for-sale securities: U.S. Treasury securities and obligations of U.S. Government agencies and corporations................ $ 6,006 7.17% $14,333 6.19% $ --- ---% $ --- ---% $20,339 6.48% Obligations of states and political subdivisions...... --- --- 1,011 6.32 403 6.37 --- --- 1,414 6.33 Mortgage-backed securities... ____--- --- __1,136 6.07 ____--- --- ____--- --- __1,136 6.07 Total available-for-sale securities................ __6,006 7.17 _16,480 6.19 ____403 6.37 ____--- --- _22,889 6.45 Held-to-maturity securities: U.S. Treasury securities and obligations of U.S. Government agencies and corporations................ --- --- 1,500 6.05 --- --- --- --- 1,500 6.05 Obligations of states and political subdivisions...... 22 5.40 1,197 6.67 410 6.79 --- --- 1,629 6.68 Mortgage-backed securities... ____--- --- ____418 6.95 ____--- --- ____--- --- ____418 6.95 Total held-to-maturity securities................ _____22 5.40 __3,115 6.41 ____410 6.79 ____--- --- __3,547 6.45 Total investment securities... $ 6,028 7.16% 19,595 6.22% $ 813 6.58% $ --- ---% $26,436 6.45% ======= ======= ======= ======= =======
In the above table, yields on obligations of states and political subdivisions are shown as tax equivalent amounts based on a 34% federal income tax rate and adjusted for the nondeductibility of certain interest expense incurred to carry tax-exempt obligations. 3. Loan Portfolio Portions of the information called for by this item of Industry Guide 3 are included in the Issuer's 1995 Annual Report in notes 1(e), 1(f), 1(g), 4 and 5 to the consolidated financial statements and is incorporated herein by reference. Additional loan portfolio disclosures follow. The following table presents, as of December 31, 1995, maturities of loans classified as commercial and agricultural and real estate - construction based on the remaining schedule of principal payments (amounts in thousands):
_____________________Maturity______________________ One Year After One Year After Type of Loans: or_Less_ Through_Five_Years Five_Years _Total_ Commercial and agricultural................... $4,384 1,556 175 6,115 Real estate - construction.................... $1,743 129 190 2,062
Of the total loans above due after one year, approximately $669,000 are loans with floating interest rates while the remaining $1,381,000 have predetermined interest rates. Additionally, approximately $186,000 of the loans due after one year with predetermined interest rates balloon within one year for repricing purposes. The following table presents an analysis of nonaccrual, past due and restructured loans by type as of December 31, 1995 and 1994 (amounts in thousands): __December_31,__ Nonaccrual Loans: __1995_ __1994_ Loans to individuals.......................... $ 78 7 ======= ======= Loans contractually past due 90 days or more as to interest or principal payments (These loans are adequately collateralized and in the process of collection, and accordingly are not included in the nonaccrual loans above): Real estate-mortgage........................ $ --- 12 Loans to individuals........................ ___112_ ____42_ $ 112 54 ======= ======= Loans, the terms of which have been restructured to provide a reduction of deferral of interest or principal because of a deterioration in financial condition of the borrower: Real estate - mortgage...................... $ 949 1,041 ======= ======= As of December 31, 1995, management was unaware of any potential problem loans that have not been disclosed above where possible credit problems of borrowers would cause management to have serious doubts as to the ability of such borrowers to comply with the present loan repayment terms or would require such loans to be disclosed above. 4. Summary of Loan Loss Experience The following table summarizes loan balances at the end of each period and yearly averages, changes in the allowance arising from charge-offs and recoveries by category and additions to the allowance which have been charged to operations (dollars in thousands): Year Ended ___December_31,___ __1995__ __1994__ Total loans outstanding at end of year, net of unearned income............................. $50,813 51,491 ======== ======== Average amount of loans outstanding, net of unearned income............................. $50,872 46,343 ======== ======== Balance of allowance for loan losses at beginning of year........................... $_1,133_ __1,162_ Loans charged off: Loans to individuals........................ ____366_ ____117_ Recoveries of loans previously charged off: Commercial and agricultural................. 130 4 Real estate - mortgage...................... 13 58 Loans to individuals........................ _____83_ _____21_ Total recoveries.......................... ____226_ _____83_ Net charge-offs............................... ____140_ _____34_ Provisions for loan losses charged to operating expense........................... ____---_ ______5_ Balance of allowance for loan losses at end of year..................................... $ 993 1,133 ======== ======== Ratio of net charge-offs to average loans outstanding................................. 0.28% 0.07% ======= ======== The entire allowance is available to absorb loan losses regardless of type. The following table presents an allocation of the allowance by loan type based on management's estimates of potential losses as of December 31, 1995 and 1994. The table also presents the percentage of loans in each category to total loans (dollars in thousands):
_______________December_31,_____________ ________1995_______ ________1994_______ Balance applicable to: Allowance Loan_Mix Allowance Loan_Mix Commercial and agricultural.............................. $ 74 12.0% $ 66 10.5% Real estate - mortgage................................... 406 59.1 488 54.6 Real estate - construction............................... 29 4.1 24 3.5 Loans to individuals..................................... 186 24.8 223 31.4 Unallocated.............................................. _____298_ ___N/A_ _____332_ ___N/A_ $ 993 100.0% $ 1,133 100.0% ========= ======= ========= =======
5. Deposits A summary of average deposits and rates paid by category is presented below (dollars in thousands):
________Year_Ended_December_31,_______ _______1995_______ _______1994_______ Deposit Category: _Amount_ __Rate__ _Amount_ __Rate__ Noninterest-bearing deposits............................... $16,086 ---% $15,870 ---% NOW accounts............................................... 10,405 2.04 10,762 2.04 Money Markets.............................................. 7,229 2.67 8,094 2.67 Savings.................................................... 8,990 2.70 9,702 2.79 Time....................................................... _32,256_ 5.46 _24,814_ 4.13 Total deposits........................................... $74,966 $69,242 ======== ========
Maturities for time deposits of $100,000 or more at December 31, 1995, are as follows (amounts in thousands): Three months or less................................. $ 3,584 Over 3 months through 6 months....................... 1,139 Over 6 months through 12 months...................... 1,606 Over 12 months....................................... __3,080_ $ 9,409 ======== 6. Return on Assets and Equity Consolidated operating and capital ratios are presented in the following table: Year Ended _December_31,_ _1995_ _1994_ Return on average assets..................... 1.22% 1.31% Return on average equity..................... 12.57% 13.62% Dividend payout ratio........................ 25.66% 22.66% Average equity to average assets............. 9.74% 9.61% Item_2._Description_of_Property The information called for by Item 2 is included in Issuer's 1995 Annual Report under the caption "Description of Business" and is incorporated herein by reference. Item_3._Legal_Proceedings State of Louisiana, ex rel, William J. Guste, Jr., Attorney General and the Louisiana Economic Development Corporation v. American Bank and Trust Company of Houma and KTK Holding, Inc. On May 22, 1990, the State of Louisiana and the Louisiana Economic Development Corporation (hereinafter collectively referred to as "LEDC") filed a declaratory judgment action against the Bank in the 32nd Judicial Court in Terrebonne Parish. This lawsuit was amended on September 14, 1990. The lawsuit seeks a declaration that LEDC's three million dollar guaranty of an industrial development loan by the Bank to Kirk Manufacturing of Houma, Inc. (the "Loan") is null and void. LEDC claims that the guaranty should be voided because the Bank failed to service the Loan according to its customary and usual business practices. The borrowers defaulted on the Loan and the Bank accelerated the outstanding balance and seized LEDC's three million dollar certificate of deposit in satisfaction of the Loan. On September 14, 1990, LEDC filed two motions in connection with this matter. This first motion sought the reinstatement of LEDC's three million dollar certificate of deposit pending resolution of the case. The second sought the authority to foreclose on the property without prejudice. On November 9, 1990, LEDC and the Bank resolved these motions by stipulating that LEDC could enter an appearance in the Kirk bankruptcy proceedings and take any action necessary to secure the property. LEDC also stipulated that the reinstitution of the three million dollar certificate of deposit would be resolved at the time of trial on the merits. On November 6, 1990, the Bank filed an answer and reconventional demand to LEDC's lawsuit. LEDC filed its answer to the Bank's reconventional demand on February 1, 1991. The Bank does not know when or if LEDC will seek to move this lawsuit forward. In 1994, the Bank filed an Exception seeking to dismiss the State as a plaintiff. The Bank also filed a Motion seeking the release of approximately three million dollars of securities which were pledged to secure LEDC's deposit in the Bank in accordance with state law. On March 7, 1995, the court ruled against the Bank both of these issues on the basis that the State was originally the ultimate owner of the deposit and that a summary judgment on the release of the securities would not be appropriate until the case is resolved. The Bank and its counsel cannot determine with any certainty the Bank's exposure, if any, at this time. However, the Bank has meritorious defenses and will continue to vigorously defend its position. Item_4._Submission_of_Matters_to_a_Vote_of_Security_Holders There were no matters submitted to a vote of security holders during the fourth quarter of 1995. PART_II Item_5._Market_for_Issuer's_Common_Equity_and_Related_Shareholder_Matters The information called for by Item 5 is included in Issuer's 1995 Annual Report under the caption "Common Stock Data" and is incorporated herein by reference. Item_6._Management's_Discussion_and_Analysis_of_Financial_Condition and_Results_of_Operation The information called for by Item 6 is included in Issuer's 1995 Annual Report in the section titled "Management's Discussion and Analysis of Selected Financial Data" and is incorporated herein by reference. Item_7._Financial_Statements The information called for by Item 7 is included in Issuer's 1995 Annual Report in the section titled "Consolidated Financial Statements" and is incorporated herein by reference. Item_8._Changes_in_and_Disagreements_with_Accountants_on_Accounting and_Financial_Disclosure During the two most recent fiscal years and subsequent interim period, there have been no changes in accountants or disagreements on any matter of accounting principals or practices or financial statement disclosure. PART_III Item_9._Directors_and_Executive_Officers; Compliance_with_Section_16(a)_of_the_Exchange_Act The directors of American Bancshares represent a cross-section of the Terrebonne Parish economy. Individuals in farming, energy, insurance, retail sales and other professional careers are included in the following table, which also discloses the year directorship was attained and the number and percentage of American Bancshares outstanding common stock held as of March 25, 1996.
Amount and Nature of Bank Beneficial Ownership Name, Age and Director _(Voting_and_Investment_Power)_ Percent Principal_Occupation___________ __Since_ ___Sole__ __Shared_ __Total__ Of_Class Robert W. Boquet (age 52) 1984 999 300 1,299 0.6% President and Chief Executive Officer of the Company and American Bank and Trust Co. of Houma Francis O. Bourg, Jr. (age 73) 1975 8,681 --- 8,681 3.8% President, Bourg Bros. Moving and Storage Russel J. Brien (age 70) 1968 2,783 --- 2,783 1.2% President, Russel Brien Farms, Inc. A. Moore Cook (age 70) 1972 12,808 1,411 14,219 6.2%* Chairman of the Board of the Company and American Bank and Trust Co. of Houma Consulting Petroleum Engineer Dr. Allen J. Ellender (age 75) 1972 377 --- 377 0.2% Retired Physician Philip E. Henderson (age 62) 1979 4,905 --- 4,905 2.1% Vice Chairman of the Board of the Company Attorney, Henderson, Hanemann & Morris, A Professional Law Corporation Conrad J. Lirette (age 85) 1967 1,759 11,028 12,787 5.6%* President, Bayou Barge Company, Inc. John B. Marceaux (age 68) 1979 3,805 700 4,505 2.0% Marketing Specialist, Bayou Oaks Hospital Charles A. Page (age 74) 1964 755 --- 755 0.3% President, Charles A. Page & Sons Insurance Agency, Inc.
Amount and Nature of Bank Beneficial Ownership Name, Age and Director _(Voting_and_Investment_Power)_ Percent Principal_Occupation___________ __Since_ ___Sole__ __Shared_ __Total__ Of_Class Sidney A. Pellegrin (age 78) 1964 1,308 --- 1,308 0.6% Real Estate and Office Rentals Wm. Clifford Smith (age 60) 1965 466 28,800 29,266 12.7%* President, T. Baker Smith & Son, Inc., Civil Engineers Earl Williams (age 67) 1977 1,500 --- 1,500 0.7% President, Earl Williams Clothing Store, Inc. *Directors Cook, Lirette and Smith are the only shareholders owning more than five percent of American Bancshares' outstanding common stock.
Each director listed above has been engaged in the principal occupation set forth below his name or employed by the company shown in a similar capacity for the past five years. The following directors are the executive officers of American Bancshares: Officer Name__________________ Age Since__ Current_Position___________ A. Moore Cook 70 1977 Chairman of the Board Philip E. Henderson 62 1986 Vice Chairman of the Board Robert W. Boquet 52 1984 President and Chief Executive Officer Russel J. Brien 70 1984 Secretary Conrad J. Lirette 85 1977 Treasurer Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's Directors, Officers and Principal Shareholders report their ownership of the Company's common stock and any changes in that ownership to the Securities and Exchange Commission. Based on a review of the forms submitted to it, management believes that all required filings for the year 1995 have been made in a timely manner with the exception of one late filing made by Mr. Conrad J. Lirette concerning a single transaction. Item_10._Executive_Compensation (a) Compensation of Chief Executive Officer The following table provides a summary of the compensation for the Chief Executive Officer for each of the three years ended December 31, 1995: _______Annual_Compensation_______ Other Annual All Other Compen- Compen- Name and Principal sation (1) sation (2) Position____________ Year Salary_($) Bonus_($) ____($)___ ____($)___ Robert W. Boquet 1995 105,000 12,019 17,755 4,965 President and CEO American Bancshares 1994 100,000 1,923 9,586 13,017 of Houma, Inc. and American Bank and 1993 85,200 11,638 5,305 1,932 Trust Co. of Houma (1) Includes director's fees of $16,500 in 1995, $8,300 in 1994, and $3,800 in 1993. Also includes the value of personal use of a Bank-owned vehicle in the amount of $1,255 in 1995, $1,286 in 1994, and $1,505 in 1993. (2) Includes term life insurance premiums paid in the amounts of $1,455 in 1995, $1,750 in 1994, and $1,445 in 1993. Includes allocations of contributions to the Bank's Employee Stock Ownership Plan of $8,072 in 1994 and $487 in 1993. Includes matching contributions to the Bank's 401(k) plan of $3,510 in 1995 and $3,195 in 1994. (b) Compensation of Directors Directors of American Bancshares and American Bank are compensated at a rate of $400 for each board meeting and $300 for each committee meeting attended. (c) Employment Contracts and Termination of Employment and Change in Control Arrangements The Bank currently has in effect a salary continuation agreement with Mr. Robert W. Boquet providing monthly benefits of $875 for a period of ten years to his spouse and/or dependent children in the event of his death while employed by the Bank. A second agreement with Mr. Boquet provides severance benefits in the event his employment by the Bank or its successor is "involuntarily terminated" without "just cause", or if he "leaves for good reason", following a "change in control" of the Bank or the Company, all as defined in the agreement. The agreement also provides a one-time cash bonus of $65,000 to Mr. Boquet upon the closing of a merger or acquisition of the Bank or the Company if Mr. Boquet remains an employee of the Bank through the effective date of the merger or acquisition. In the event of Mr. Boquet's termination as described above after a change in control, the agreement provides for a continuation of his annual base salary, payable monthly, for up to three years beginning with the effective date of the merger or acquisition. Annual salary is defined as the greater of his base salary for the preceding twelve month period or $115,000. In the event of such termination, the agreement also provides for the payment of COBRA insurance premiums for 18 months, the continuation of payments for three years on a term life insurance policy currently provided as a benefit to Mr. Boquet, and the transfer of ownership of the automobile provided for Mr. Boquet's use. Item_11._Security_Ownership_of_Certain_Beneficial_Owners_and_Management (a) Security Ownership of Certain Beneficial Owners Of the 729 shareholders as of March 25, 1996, three own over five percent of the total outstanding shares: Amount and Nature of Beneficial Ownership Title of Name and Address of (Voting_and_Investment_Power) Percent Class___ Beneficial_Owner___ _Sole_ _Shared_ _Total_ Of_Class Common A. Moore Cook 12,808 1,411 14,219 6.2% P. O. Box 4173 Houma, LA. 70361 Common Conrad J. Lirette 1,759 11,028 12,787 5.6% P. O. Box 371 Houma, LA. 70361 Common Wm. Clifford Smith 466 28,800 29,266 12.7% P. O. Box 2266 Houma, LA. 70361 (b) Security Ownership of Management Information on the individual security ownership of the Company's directors and officers is included in Item 9 of this report. The following schedule reflects the common stock ownership of all American Bancshares directors and officers as a group: Amount and Nature of Beneficial Ownership Title (Voting_and_Investment_Power) Percent Of_Class _Sole_ _Shared_ _Total_ Of_Class Common 40,146 42,239 82,385 35.9% (c) Changes in Control The information called for by this part of Item 11 is included in Issuer's 1995 Annual Report in note 15 to the consolidated financial statements and is incorporated herein by reference. Item_12._Certain_Relationships_and_Related_Transactions The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business, including loans, with directors, executive officers and companies or firms affiliated with them. All such loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons, and do not involve more than the normal risk of collectibility or present other unfavorable features. PART_IV Item_13._Exhibits,_Financial_Statement_Schedules,_and_Reports_on_Form_8-K (a) 1. Financial Statements The financial statements listed below are incorporated by reference to Issuer's 1995 Annual Report. Consolidated Balance Sheets, December 31, 1995 and 1994 Consolidated Statements of Operations, Years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Shareholders' Equity, Years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Cash Flows, Years ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements, Years ended December 31, 1995, 1994 and 1993 Auditors' Report 2. Financial Statement Schedules Schedules not included herein have been omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. 3. Exhibits (3) Restated Articles of Incorporation and amendment thereto and By-Laws of Issuer (incorporated by reference to Exhibit 2 on Form S-14 of American Bancshares of Houma, Inc. Registration Statement No. 2-72194). (13) 1995 Annual Report to Shareholders (22) Subsidiary of American Bancshares of Houma, Inc. (b) Reports on Form 8-K The Issuer has not filed any reports on Form 8-K during the quarter ended December 31, 1995. Exhibit_22 SUBSIDIARY OF AMERICAN BANCSHARES OF HOUMA, INC. Jurisdiction of % of Voting Securities Name_of_Corporation____ _Incorporation_ ___Owned_by_Parent____ American Bank and Trust Louisiana 100% Company of Houma SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: American Bancshares of Houma, Inc. /s/_Robert_W._Boquet______________________ Robert W. Boquet President and Chief Executive Officer DATE: March_29,_1996 In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on dates indicated. Signature________________ Title________________________ Date__________ /s/_A._M._Cook___________ Chairman of the Board April_1,_1996_ A. M. Cook _________________________ Vice-Chairman of the Board ______________ Philip E. Henderson /s/_Robert_W._Boquet_____ President and Chief Executive March_29,_1996 Robert W. Boquet Officer and Director /s/_Russel_J._Brien______ Secretary and Director April_1,_1996_ Russel J. Brien /s/_Conrad_J._Lirette____ Treasurer and Director March_29,_1996 Conrad J. Lirette /s/_Francis_O._Bourg,_Jr. Director March_29,_1996 Francis O. Bourg, Jr. _________________________ Director ______________ Dr. Allen J. Ellender /s/_John_B._Marceaux_____ Director March_29,_1996 John B. Marceaux _________________________ Director ______________ Charles A. Page Signature________________ Title________________________ Date__________ /s/_Sidney_A._Pellegrin__ Director March_29,_1996 Sidney A. Pellegrin _________________________ Director ______________ Wm. Clifford Smith /s/_Earl_Williams________ Director March_29,_1996 Earl Williams American Bancshares of Houma, Inc. And Subsidiary (Bank Logo) American Bank & Trust Co. of Houma Annual Report 1995 Annual Shareholders' Report Contents President's Message to Shareholders In Memoriam Description of Business Transfer Agent and Registrar Form 10-KSB Annual Disclosure Statement Common Stock Data Selected Financial Data Management's Discussion and Analysis of Selected Financial Data Independent Auditors' Report Consolidated Financial Statements Corporate Information President's Message to Shareholders To the Shareholders of American Bancshares of Houma, Inc.: American Bancshares, through its wholly-owned subsidiary, American Bank & Trust Company of Houma, completed 1995 with income of $1,028,978 compared to $1,013,301 for the year ending December 31, 1994. Earnings per share equalled $4.48, increasing the book value of the company to $37.81 per share at year-end. In reviewing the company's balance sheet, deposits reflect an increase of $4,447,050 or 6.0% for the year while loan balances decreased by $672,307 or 1.3%. This increase in deposits, coupled with reductions in the loan portfolio and other asset categories, allowed the bank to invest an additional $8,764,482 in high quality investment securities, resulting in a 48.7% increase in our investment securities portfolio. Total consolidated assets increased by $5,862,786 or 7.1%, ending the year at $88,210.417. One factor enhancing profitability during 1995 was higher net interest income due to the 8.7% increase in average interest earning assets. Interest income increased by $726,572 or 13.5% while interest expense increased by $680,029 or 39.0%. In view of the company's continued favorable operating results, our Board of Directors approved annual dividends to shareholders during 1995 of $1.15 per share, a 15% increase over 1994. Recently we announced the signing of a definitive agreement with Regions Financial Corporation under which the company would be acquired by Regions. Under the terms of the agreement, the company's shareholders will receive 1.66 shares of Regions' common stock for each share of the company's stock. The transaction, which is structured as a tax-free merger for federal income tax purposes, is subject to the approval of the company's shareholders and the receipt of appropriate regulatory approvals. Regions has an outstanding reputation as a strong and responsible bank which prides itself on excellent service to its customers and the communities it operates in. I am confident that our shareholders, customers and staff will benefit from this affiliation. Sincerely, /s/ Robert W. Boquet Robert W. Boquet President & CEO In Memoriam In memory of our esteemed Board Member, William R. "Bill" Norman, Sr., the Board of Directors does hereby offer the following resolution: Resolution WHEREAS, Mr. William R. Norman was a long-time member of the Board of Directors of the American Bank & Trust Company of Houma, WHEREAS, Mr. Norman's manifold contributions over the years have caused American Bank to grow and prosper, and WHEREAS, Mr. Norman's passing is mourned by his many friends and associates, not only in banking but also in the civic and social fiber of our community, then BE IT RESOLVED, that the Board of Directors of the American Bank & Trust Company of Houma expresses its sorrow and sympathy to Mr. Norman's wife and family at his passing. Description of Business American Bancshares of Houma, Inc. (American Bancshares, or the Company) is a one-bank holding company headquartered in Houma, Louisiana. Organized November 30, 1970, as Ter-Am Corporation (a registered bank holding company under the Bank Holding Company Act of 1956), American Bancshares converted to a 100 percent holding company of American Bank and Trust Company of Houma (American Bank, or the Bank) as of October 1, 1981. Organized under the Louisiana Corporate Statutes on March 16, 1964, American Bank is a full-service banking institution with $88 million in assets as of December 31, 1995. With the exception of a trust department, the Bank offers banking services such as commercial, mortgage and retail lending and a full range of deposit services. The Bank is a member of the Federal Deposit Insurance Corporation. At December 31, 1995, the Bank's employees numbered 81 consisting of 61 full-time and 20 part-time employees. The principal offices of American Bancshares and the Bank are located at 801 Barrow Street, Houma, Louisiana. Houma is the parish seat and primary urban area of Terrebonne Parish, whose population approximates 100,000. In addition to its main office, the Bank has four full-service branches and a limited-service drive-up facility, all located within Terrebonne Parish. One of the Bank's branches is located within the Southland Mall, a regional shopping center. The Bank has automated teller machines (ATM's) at each of its branch locations. In addition, the Bank has positioned an ATM within a local supermarket and plans to install its second ATM within the Southland Mall during the first quarter of 1996. The Bank owns its main office and three of its branch locations and leases the remaining two branch locations. American Bank competes with nine financial institutions with offices in Terrebonne Parish. Transfer Agent and Registrar American Bank and Trust Company of Houma; 801 Barrow Street; Houma, Louisiana, 70360. Form 10-KSB The annual report on Form 10-KSB, including the financial statements required to be filed with the Securities and Exchange Commission, is available upon written request to Ben D. Borne, Executive Vice President & Cashier, American Bank and Trust Company of Houma, Post Office Box 110, Houma, Louisiana 70361. Annual Disclosure Statement Part 350 of the FDIC Rules and Regulations requires banks to make available on request an annual disclosure statement containing certain required information. As permitted by section 350.5(c) of the regulation, the Bank has elected to use this Annual Report as its alternative annual disclosure statement. This annual report has not been confirmed for accuracy or relevance by the Federal Deposit Insurance Corporation. Common Stock Data The primary market area for American Bancshares' common stock is composed of the South Louisiana parishes of Terrebonne, St. Mary and Lafourche. The Company's stock is not listed on any securities exchange and is not registered with the National Association of Securities Dealers. Starting in November of 1995, the securities brokerage firm of Legg Mason Wood Walker, Inc. (Legg Mason) located in Houma, Louisiana, began handling trades of the Company's stock. Prior to that time, the stock was traded privately by shareholders. For trades in which the price information was made available to the Transfer Agent and Registrar, the range of high and low bid prices are presented below for each quarter within the last two years. Price information for trades prior to November of 1995 was provided by the parties to the individual transactions; otherwise, price information is as per Legg Mason:
_______________1995_______________ _______________1994_______________ Fourth Third Second First Fourth Third Second First Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter High............... $26.00 26.00 28.00 28.00 $22.00 22.00 22.00 22.00 Low................ 26.00 25.00 25.00 22.00 22.00 22.00 20.00 17.00
The Company paid cash dividends totaling $1.15 per share in 1995 and $1.00 per share in 1994 and expects that comparable cash dividends will continue to be paid in the future. The number of shareholders of record at March 15, 1996, was 729.
Selected Financial Data (Amounts in thousands except for share and per share data) Year End Balance Sheet: __1995__ __1994__ __1993__ __1992__ __1991__ Total assets............................................... $88,210 82,348 72,577 73,665 69,247 Earning assets*............................................ 78,865 75,179 65,124 65,522 60,487 Loans (net of unearned income)............................. 50,813 51,491 39,398 34,967 33,476 Deposits................................................... 78,708 74,261 64,914 68,073 64,918 Shareholders' equity....................................... 8,680 7,524 7,215 5,167 3,762 Statement of Operations: Total interest income...................................... $ 6,128 5,401 5,164 5,282 5,562 Net interest income........................................ 3,702 3,655 3,572 3,199 2,612 Provisions for loan losses................................. --- 5 460 93 165 Investment securities gains................................ (1) 32 246 154 --- Other income............................................... 1,285 1,295 1,364 1,225 1,090 Other expenses............................................. 3,487 3,473 3,180 3,075 2,764 Earnings before extraordinary income and cumulative effect of accounting change................... 1,029 1,013 1,070 941 516 Net earnings............................................... 1,029 1,013 1,871 1,405 782 Per Share Data: Earnings before extraordinary income and cumulative effect of accounting change................... $ 4.48 4.41 4.66 4.10 2.25 Net earnings............................................... 4.48 4.41 8.15 6.12 3.41 Book value................................................. 37.81 32.78 31.43 22.51 16.39 Cash dividends............................................. 1.15 1.00 0.50 --- --- Number of shares used in calculation of earnings per share.................................... 229,564 229,564 229,564 229,564 229,564 * Earning assets include nonaccrual loans. See note 5 to the consolidated financial statements for amounts as of December 31, 1995 and 1994.
Management's Discussion and Analysis of Selected Financial Data The financial condition, changes in financial condition and results of operations of American Bancshares of Houma, Inc. (the Company) and its banking subsidiary, American Bank and Trust Company of Houma (the Bank), for the years ended December 31, 1995, 1994 and 1993, are discussed below. The discussion should be read in conjunction with the consolidated financial statements and related notes thereto for the three years ended December 31, 1995, included in this annual report. Overview The local economy continued its moderate expansion over the past two years as nonagricultural employment in the Houma Metropolitan Statistical Area increased by 4.8% in 1995 and 5.1% in 1994. Local sales tax collections increased by approximately 5.3% in 1995 and 10.2% in 1994. The oil and gas, medical, seafood and tourism industries provide the economic base for the area, supporting a wide rage of other trade and service industries. The series of short-term interest rate increases begun by the Federal Reserve Bank in the first quarter of 1994 ended during the first quarter of 1995, followed by relative stability and a moderate easing of interest rates during the second half of the year. These changes helped to ensure sustainable economic growth with only a moderate rate of inflation. As expected, higher mortgage interest rates during 1995 did have a slowing effect on the local construction and housing markets due to the higher cost of financing. The Company's operations resulted in net earnings of $1,028,979 in 1995, $1,013,301 in 1994, and $1,870,882 in 1993. Earnings for 1993 includes the cumulative effect of an accounting change for income taxes in the amount of $800,453. The Company's return on assets equaled 1.22%, 1.31% and 2.55% for the years ended December 31, 1995, 1994, and 1993, respectively. Return on equity for those years equaled 12.6%, 13.6%, and 30.8%, respectively. Earnings increased in 1995 primarily due to earning asset growth. Excluding the cumulative effect of the accounting change for income taxes recorded in 1993, the decrease in 1994 net earnings was due primarily to reduced investment securities gains, increased noninterest expense, and reduced noninterest income. Profitability was enhanced in both years due to the tax benefits realized from increased investment in bank-qualified, tax-exempt securities. These items are discussed in further detail in the sections that follow. In 1995, the Company's total assets increased 7.1%, funded primarily by the 6.0% increase in total deposits and earnings. For the years 1995 and 1994, average total assets increased by 8.6% and 5.4%, respectively, while average total deposits increased by 8.3% and 4.1%, respectively. Total loans, net of unearned income, decreased 1.3% after increasing 30.7% in 1994. The increase in deposits in 1995 coupled with reductions in other asset categories resulted in a 48.7% increase in the investment securities portfolio. During 1995, the Bank's commercial loan portfolio increased 12.8%. Further enhancing its commercial loan services, the Bank began offering a new accounts receivable management and financing program during the fourth quarter of 1995. Real-estate mortgage loans and real-estate construction loans increased 6.9% and 15.5%, respectively. Combined, these loans secured by real-estate comprised 63.2% of the loan portfolio at year-end 1995. Loans to individuals decreased 22.1% in 1995 due primarily to the curtailment of the Bank's indirect lending program. A significant portion of the loan portfolio growth in 1994 was due to indirect automobile financing through several local dealers. Nonperforming loans, including loans restructured and in compliance with modified terms, represented 2.2% of total loans at year-end 1995. Further information on loans is provided in notes 4 and 5 to the consolidated financial statements. As disclosed in note 12(c) to the consolidated financial statements, the Bank is currently the defendant in a lawsuit involving the State of Louisiana and the Louisiana Economic Development Corporation. While the eventual outcome of this matter cannot be predicted with any certainty, the Bank has meritorious defenses and will continue to vigorously defend its position. As disclosed in note 15 to the consolidated financial statements, the Company has entered into a definitive agreement for merger with Regions Financial Corporation, a regional, multi-bank holding company headquartered in Birmingham, Alabama. The merger, which is subject to the approval of the Company's shareholders and appropriate regulatory agencies, is expected to be consummated during the third quarter of 1996. Net Interest Income The Company's tax-equivalent net interest margin, the spread between the yield on earning assets and the cost of funding them, averaged 4.89% in 1995 compared to 5.22% in 1994 and 5.40% in 1993. Net interest income increased 1.3% in 1995, in spite of the reduced net interest margin, due to the 8.7% increase in average interest earning assets. Net interest margin decreased in 1995 as the Bank's cost of funds increased faster than its yield on earning assets. This was primarily due to changes in deposit mix as average time deposit balances, paying higher rates of interest, increased by 30.0%. Net interest income increased by 2.3% in 1994 due to the 6.4% increase in average interest earning assets, primarily due to growth in the loan portfolio. Net interest margin decreased in 1994 as the average yield realized on earning assets decreased and the cost of funds increased. In spite of rising interest rates, the average yield realized on earning assets decreased in 1994 due to maturities of higher yielding assets and changes in asset mix. Effects of changes in interest rates on the Bank's net interest margin are discussed further in the section titled "Inflation and Interest Rates" that follows. Detailed analysis of the components of and changes in net interest income is provided in the "Summary of Average Balance Sheet, Interest and Interest Rates" and the "Comparative Changes in Interest Income and Expense" tables that follow this discussion. Allowance and Provisions for Loan Losses The allowance for possible loan losses as a percent of total loans, net of unearned income, equaled 2.0% at the end of 1995 and 2.2% at the end of 1994. The Bank recorded net charge-offs of $140,736 in 1995 and $33,244 in 1994. Net recoveries of $8,783 were realized in 1993. No provisions for loan losses were made during 1995, as the allowance is deemed to be adequate by Bank management. Provisions for loan losses charged to expense equaled $5,000 in 1994 and $460,000 in 1993. Additional information on the allowance for loan losses and activity in the allowance is provided in notes 1(g) and 4 to the consolidated financial statements. Noninterest Income Management periodically reviews the Bank's fee structure to ensure adequate compensation for services provided while remaining competitive. Noninterest income, excluding investment securities gains and losses, decreased 0.7% in 1995 and 5.0% in 1994. The decreases were largely due to a decrease in the volume of secondary market mortgage loan originations as a result of higher interest rates. This was significantly offset in 1995 by an increase in service charge income on deposit accounts. Service charge income increased primarily due to a new commercial account analysis fee structure for high volume checking accounts and increased NSF volume during the year. Further information on noninterest income is provided in note 8 to the consolidated financial statements. Sales of certain available-for-sale securities resulted in net losses of $952 in 1995 and net gains of $32,713 in 1994. During 1994, the bank sold all of its mortgage-backed securities having maturities greater than 5 years to provide liquidity for increased loan demand. The Company recognized investment securities gains of $246,183 in 1993. $232,386 of these gains were recognized in the fourth quarter of 1993 in order to utilize federal income tax credits which would have otherwise expired. The remainder resulted from sales of securities that were nearing maturity. Noninterest Expense Total noninterest expense increased only slightly in 1995 after increasing by 9.2% in 1994. During 1995, increases in equipment expense, directors fees, and advertising expense were largely offset by reduced F.D.I.C. insurance premiums, supplies expense, and other expenses. The increase in 1994 was primarily due to increases in salaries and employee benefits, directors' fees, occupancy expense of premises, legal and professional fees, supplies expense, advertising, data processing, equipment expense, and postage. Included in salaries and employee benefits for 1994 are the Bank's contribution of $92,444 to the Employee Stock Ownership Plan (ESOP) and its accrual of approximately $20,000 as a matching contribution to the 401(k) plan. The Bank made no contributions to the ESOP and contributed approximately $24,000 to the 401(k) plan in 1995. Note 11 to the consolidated financial statements provides additional details on these plans. In both 1995 and 1994, net expenses associated with foreclosed assets were minimal as the level of foreclosed assets and related expenses were greatly reduced. Further details of noninterest expense are provided in note 9 to the consolidated financial statements. Income Taxes As discussed in notes 1(k) and 10 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," effective January 1, 1993. The cumulative effect of this accounting change, including the remaining tax benefits of net operating loss carryforwards at that time, was $800,453 and is included in 1993 net earnings. The remaining NOL's were fully utilized in 1993. Liquidity In addition to providing safety and earnings on funds not otherwise devoted to lending, a primary function of the investments portfolio is to provide sufficient liquidity to accommodate any unexpected loan demand or deposit attrition. A significant portion of the portfolio is structured to provide a ladder of maturities designed to accomplish this function. Amounts invested in federal funds also serve this purpose. U. S. Government securities may be pledged to secure short-term borrowings if necessary. As disclosed in notes 1(d) and 3 to the consolidated financial statements, a significant portion of the Bank's investment portfolio is classified as available-for-sale in accordance with Statement of Financial Accounting Standards No. 115. While the Bank has the intent to hold these securities indefinitely, they are available for disposal and may be sold for liquidity as well as other reasons. Management believes that the levels of short-term investments and available-for-sale securities maintained place the Bank in a sound liquidity position. The Bank's liquidity ratio, measured by the ratio of net cash, short- term and marketable assets to net deposits and short-term liabilities, equaled 34.0% and 26.7% at December 31, 1995 and 1994, respectively. The increase in the liquidity ratio in 1995 was due primarily to the increased size of the investments portfolio. The Bank's loans to deposits ratio equaled 64.6% and 69.3% at December 31, 1995 and 1994, respectively. Management's objective is to maintain a minimum liquidity ratio of 25.0% and a maximum loans to deposits ratio of 77.0%. Capital Risk-based regulatory capital guidelines set forth minimum supervisory ratios of total capital to total "risk-weighted" assets of 8.00%, Tier 1 capital to total risk-weighted assets of 4.0%, and a leverage ratio (Tier 1 capital to total assets) of 4.0%. Because the Company has total consolidated assets of less than $150 million and meets certain other conditions, the guidelines are applied on a Bank-only basis. Net unrealized gains and losses on available-for-sale securities reported as a separate component of shareholders' equity are excluded from Tier 1 and total capital. For the Bank, Tier 1 capital consists of its shareholders' equity excluding the net unrealized gains or losses on available-for-sale securities. Total capital consists of Tier 1 capital plus an allowable portion of the allowance for loan losses. At December 31, 1995 and 1994, the Bank's total capital to total risk-weighted assets ratio equaled 18.6% and 16.8%, respectively, its Tier 1 capital to total risk-weighted assets ratio equaled 17.3% and 15.5%, respectively, and its leverage ratio equaled 9.4% and 9.1%, respectively. Inflation and Interest Rates Because the assets and liabilities of banks are primarily monetary in nature, the Company's performance is more directly impacted by changes in interest rates than by general levels of inflation. However, rates of inflation (both current and expected) do affect the level of interest rates, as evidenced by the Federal Reserve Bank's actions in recent years in order to keep inflation under control. Earnings may be affected by fluctuations in interest rates, depending on the structure of the Bank's assets and liabilities. Management monitors the Bank's asset/liability position and the interest rate environment on a regular basis in an attempt to control exposure to interest rate risk. Although it is difficult to determine precisely what effect future rates may have, sound asset/liability management and pricing of services should protect the Bank from any significant risks associated with interest rate fluctuations and inflation.
Summary of Average Balance Sheet, Interest and Interest Rates (Tax Equivalent Basis, Dollars in Thousands) ____________________________Year_Ended_December_31,____________________________ ___________1995__________ ___________1994__________ ___________1993__________ Average Average Average Average Average Average ASSETS Balance_ Interest __Rate_ Balance_ Interest __Rate_ Balance_ Interest __Rate_ Interest-earning Assets: Loans, net of unearned income*................... $50,872_ __4,522_ 8.89% $46,343_ __3,929_ 8.48% $36,299_ __3,199_ 8.81% Investment securities:** Taxable................... 21,193 1,373 6.48 20,383 1,312 6.44 27,985 1,908 6.82 Nontaxable***............. __2,083_ ____137_ 6.58 ___1,024_ _____71_ 6.93 _____97_ ______8_ 8.25 Total investment securities............ 23,276 1,510 6.49 21,407 1,383 6.46 28,082 1,916 6.82 Federal funds sold.......... __2,380_ ____138_ 5.80 ___2,672_ ____112_ 4.19 __1,811_ _____52_ 2.87 Total interest-earning assets................ 76,528 __6,170_ 8.06 70,422 __5,424_ 7.70 66,192 __5,167_ 7.81 Noninterest-earning Assets and Allowance for Loan Losses: Cash and due from banks..... 4,946 4,607 4,175 Bank premises and equipment. 2,026 1,930 1,829 Other assets................ 1,597 1,603 1,950 Allowance for loan losses... _(1,098) _(1,197) ___(717) Total Assets............ $83,999 $77,365 $73,429 ======== ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing Liabilities: Deposits: NOW accounts.............. $10,405 212 2.04 $10,762 220 2.04 $10,388 200 1.93 Money markets............. 7,229 193 2.67 8,094 216 2.67 9,252 239 2.58 Savings................... 8,990 243 2.70 9,702 271 2.79 9,783 277 2.83 Time...................... _32,256_ __1,761_ 5.46 __24,814_ __1,025_ 4.13 _23,071_ ____866_ 3.75 Total deposits.......... 58,880 2,409 4.09 53,372 1,732 3.25 52,494 1,582 3.01 Short-term borrowings....... ____225_ _____17_ 7.56 _____180_ _____14_ 7.78 ____194_ ______9_ 4.64 Total interest-bearing liabilities........... 59,105 __2,426_ 4.10 53,552 __1,746_ 3.26 52,688 __1,591_ 3.02 Noninterest-bearing Liabili- ties and Shareholders' Equity: Noninterest-bearing deposits 16,086 15,870 14,008 Other liabilities........... 625 505 659 Shareholders' Equity........ __8,183_ __7,438_ __6,074_ Total liabilities and shareholders' equity.... $83,999 $77,365 $73,429 ======== ======== ======== Net interest earned on total interest-earning assets..... $76,528 3,744 4.89% $70,422 3,678 5.22% $66,192 3,576 5.40% ======== ======== ======== ======== ======== ======== * Nonaccruing loan balances are included in loans for purposes of this analysis. ** Investment securities are shown at amortized cost, with net market gains or losses on available-for-sale securities included in other assets. *** Interest and yields on nontaxable investment securities are shown as tax equivalent amounts based on a 34% federal income tax rate and adjusted for the nondeductibility of certain interest expense incurred to carry tax exempt obligations.
Comparative Changes in Interest Income and Expense For the Years Ended December 31, 1995, 1994 and 1993 (Tax Equivalent Basis, Dollars in Thousands) 1995 Compared to 1994 1994 Compared to 1993 ____Increase_(Decrease)_*__ ____Increase_(Decrease)_*__ Due to Due to Due to Due to Change Change Change Change in_Volume in_Rate_ __Total_ in_Volume in_Rate_ __Total_ Interest income: Loans............................................... $___396_ ____197_ ____593_ ____856_ ___(126) ____730_ Investment securities: Taxable........................................... 52 9 61 (494) (102) (596) Nontaxable**...................................... _____70_ _____(4) _____66_ _____64_ _____(1) _____63_ Total investment securities..................... 122 5 127 (430) (103) (533) Federal funds sold.................................. ____(13) _____39_ _____26_ _____31_ _____29_ _____60_ Total interest income........................... ____505_ ____241_ ____746_ ____457_ ___(200) ____257_ Interest expense: NOW accounts........................................ (7) (1) (8) 7 13 20 Money markets....................................... (23) 0 (23) (31) 8 (23) Savings............................................. (19) (9) (28) (2) (4) (6) Time................................................ ____355_ ____381_ ____736_ _____68_ _____91_ ____159_ Total deposits.................................... 306 371 677 42 108 150 Short-term borrowings............................... ______3_ ____---_ ______3_ _____(1) ______6_ ______5_ Total interest expense.......................... ____309_ ____371_ ____680_ _____41_ ____114_ ____155_ Net interest income................................... $ 196 (130) 66 416 (314) 102 ======== ======== ======== ======== ======== ======== * The change in interest due to both volume and rate has been allocated to change due to volume and change due to rate in proportion to the relationship of the absolute dollar amounts of change in each.
Independent Auditors' Report Board of Directors and Shareholders American Bancshares of Houma, Inc. Houma, Louisiana We have audited the accompanying consolidated balance sheets of American Bancshares of Houma, Inc. and Subsidiary as of December 31, 1995 and 1994, and the related consolidated statements of earnings, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1995. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of American Bancshares of Houma, Inc. and Subsidiary as of December 31, 1995 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in notes 1 and 10 to the financial statements, the Company changed its method of accounting for income taxes effective January 1, 1993, to conform with Statement of Financial Accounting Standards No. 109 and changed its method of accounting for securities effective December 31, 1993, to conform with Statement of Financial Accounting Standards No. 115. Deloitte & Touche LLP New Orleans, Louisiana February 16, 1996
American Bancshares of Houma, Inc. and Subsidiary Consolidated Balance Sheets __Year_Ended_December_31,_ Assets ____1995____ ____1994____ Cash and due from banks (note 2)................................................. $ 6,569,085 4,667,446 Federal funds sold............................................................... __1,300,000_ __5,700,000_ Total cash and cash equivalents................................................ 7,869,085 10,367,446 Investment securities (note 3): Available-for-sale securities at fair value (amortized cost of $22,888,853 and $9,884,541 in 1995 and 1994, respectively)................... 23,204,746 9,607,294 Held-to-maturity securities at amortized cost (fair value of $3,589,122 and $8,042,238 in 1995 and 1994, respectively).................... __3,547,251_ __8,380,221_ Total investment securities................................................ 26,751,997 17,987,515 Loans (notes 4 and 5)............................................................ 50,979,617 51,651,924 Less: Unearned income............................................................ (166,845) (160,451) Allowance for loan losses.................................................. ___(992,666) _(1,133,402) Loans, net............................................................... 49,820,106 50,358,071 Premises and equipment, net (note 6)............................................. 2,034,301 1,970,188 Real estate acquired by foreclosure.............................................. 303,193 335,358 Accrued interest receivable...................................................... 871,550 666,291 Other assets..................................................................... ____560,185_ ____662,762_ $88,210,417 82,347,631 ============ ============ Liabilities and Shareholders' Equity Liabilities: Deposits (note 7): Noninterest-bearing.......................................................... $18,076,332 16,372,193 Interest-bearing............................................................. _60,631,871_ _57,888,960_ Total deposits........................................................... 78,708,203 74,261,153 Securities sold under repurchase agreements.................................... 199,638 168,255 Accrued interest payable....................................................... 503,824 298,066 Other liabilities.............................................................. ____118,291_ _____96,149_ Total liabilities........................................................ _79,529,956_ _74,823,623_ Commitments and contingencies (note 12) Shareholders' equity (note 13): Common stock, $3.00 par value, 1,000,000 shares authorized, 258,737 shares issued........................................................ 776,211 776,211 Capital surplus................................................................ 4,262,927 4,262,927 Retained earnings.............................................................. 4,366,370 3,601,389 Net unrealized gains (losses) on available-for-sale securities................. 208,489 (182,983) Less cost of 29,173 shares of common stock in treasury......................... ___(933,536) ___(933,536) Total shareholders' equity............................................... __8,680,461_ __7,524,008_ $88,210,417 82,347,631 ============ ============ See notes to consolidated financial statements.
American Bancshares of Houma, Inc. and Subsidiary Consolidated Statements of Earnings __________Year_Ended_December_31,_______ Interest income: ____1995____ ____1994____ ____1993____ Loans, including fees.............................................. $ 4,522,346 3,928,716 3,198,772 Investment securities: Taxable.......................................................... 1,372,852 1,312,526 1,907,880 Nontaxable....................................................... 94,313 48,192 4,882 Federal funds sold................................................. ____138,042_ ____111,547_ _____52,343_ Total interest income.......................................... __6,127,553_ __5,400,981_ __5,163,877_ Interest expense: Deposits (note 7).................................................. 2,408,566 1,732,180 1,581,794 Federal funds purchased and securities sold under repurchase agreements............................................ _____17,241_ _____13,598_ ______9,559_ Total interest expense......................................... __2,425,807_ __1,745,778_ __1,591,353_ Net interest income.................................................. 3,701,746 3,655,203 3,572,524 Provisions for loan losses (note 4).................................. ________---_ ______5,000_ ____460,000_ Net interest income after provisions for loan losses................. 3,701,746 3,650,203 3,112,524 Noninterest income, excluding investment securities gains and losses (note 8).......................................... 1,285,406 1,294,933 1,363,582 Investment securities gains (losses) (note 3)........................ (952) 32,713 246,183 Noninterest expense (note 9)......................................... __3,487,283_ __3,473,430_ __3,179,542_ Earnings before income taxes and cumulative effect of accounting change............................. 1,498,917 1,504,419 1,542,747 Provisions for income tax (note 10).................................. ____469,938_ ____491,118_ ____472,318_ Earnings before cumulative effect of accounting change............... 1,028,979 1,013,301 1,070,429 Cumulative effect of accounting change for income taxes (note 10).... ________---_ ________---_ ____800,453_ Net earnings......................................................... $ 1,028,979 1,013,301 1,870,882 ============ ============ ============ Per share data: Net earnings before cumulative effect of accounting change........ $ 4.48 4.41 4.66 Cumulative effect of accounting change............................ ________---_ ________---_ _______3.49_ Net earnings...................................................... $ 4.48 4.41 8.15 ============ ============ ============ Average common shares outstanding.................................... 229,564 229,564 229,564 ============ ============ ============ See notes to consolidated financial statements.
American Bancshares of Houma, Inc. and Subsidiary Consolidated Statements of Shareholders' Equity Net Unreal- ized Gains (Losses) on Available- Total Common Capital Retained for-Sale Treasury Shareholders' ____Stock__ __Surplus__ __Earnings_ Securities_ ____Stock__ ___Equity__ Balance at January 1, 1993..... $ 776,211 4,262,927 1,061,552 --- (933,536) 5,167,154 Net earnings................... --- --- 1,870,882 --- --- 1,870,882 Dividends ($0.50 per share).... --- --- (114,782) --- --- (114,782) Net unrealized gains on available-for-sale securities _______---_ _______---_ _______---_ ___291,924_ _______---_ ___291,924_ Balance at December 31, 1993... 776,211 4,262,927 2,817,652 291,924 (933,536) 7,215,178 Net earnings................... --- --- 1,013,301 --- --- 1,013,301 Dividends ($1.00 per share).... --- --- (229,564) --- --- (229,564) Net change in unrealized gains and losses on available-for- sale securities ............. _______---_ _______---_ _______---_ __(474,907) _______---_ __(474,907) Balance at December 31, 1994... 776,211 4,262,927 3,601,389 (182,983) (933,536) 7,524,008 Net earnings................... --- --- 1,028,979 --- --- 1,028,979 Dividends ($1.15 per share).... --- --- (263,998) --- --- (263,998) Net change in unrealized gains and losses on available-for- sale securities ............. _______---_ _______---_ _______---_ ___391,472_ _______---_ ___391,472_ Balance at December 31, 1995... $ 776,211 4,262,927 4,366,370 208,489 (933,536) 8,680,461 =========== =========== =========== =========== =========== =========== See notes to consolidated financial statements.
American Bancshares of Houma, Inc. and Subsidiary Consolidated Statements of Cash Flows _________Year_Ended_December_31,________ ____1995____ ____1994____ ____1993____ Cash flow from operating activities: Interest received.................................................. $ 6,006,041 5,300,741 5,316,980 Fees and commissions received...................................... 1,370,494 1,424,768 1,450,388 Interest paid...................................................... (2,220,049) (1,635,783) (1,607,260) Other expenses paid................................................ (3,314,538) (3,325,260) (2,976,769) Income taxes paid.................................................. ___(459,000) ___(226,994) ____(28,420) Net cash provided by operating activities...................... __1,382,948_ __1,537,472_ __2,154,919_ Cash flows from investing activities: Proceeds from paydowns and maturities of investment securities..... --- --- 4,211,848 Proceeds from sales of investment securities....................... --- --- 4,276,924 Purchases of investment securities................................. --- --- (2,779,452) Proceeds from paydowns and maturities of available-for-sale securities.................................... 2,202,431 4,979,321 --- Proceeds from sales of available-for-sale securities............... 999,687 4,336,447 --- Purchases of available-for-sale securities......................... (12,498,243) (2,535,469) --- Proceeds from paydowns and maturities of held-to-maturity securities...................................... 1,250,090 709,582 --- Purchases of held-to-maturity securities........................... (222,449) (2,467,086) --- Loan originations, net of repayments............................... 392,664 (12,126,285) (4,382,917) Capital expenditures............................................... (269,884) (321,700) (191,991) Proceeds from sales of foreclosed assets........................... 148,245 73,704 151,085 Net decrease (increase) in other assets............................ ____(95,175) ____(66,551) ______6,385_ Net cash provided by (used in) investing activities............ _(8,092,634) _(7,418,037) __1,291,882_ Cash flows from financing activities: Net increase (decrease) in deposits................................ 4,447,050 9,347,127 (3,159,187) Net increase (decrease) in securities sold under repurchase agreements....................................................... 31,383 99,287 (70,054) Net increase (decrease) in other liabilities....................... (3,110) (2,474) 3,873 Dividends paid..................................................... ___(263,998) ___(229,564) ___(114,782) Net cash provided by (used in) financing activities............ __4,211,325_ __9,214,376_ _(3,340,150) Net increase (decrease) in cash and cash equivalents................. (2,498,361) 3,333,811 106,651 Cash and cash equivalents at beginning of year....................... _10,367,446_ __7,033,635_ __6,926,984_ Cash and cash equivalents at the end of year......................... $ 7,869,085 10,367,446 7,033,635 ============ ============ ============ See notes to consolidated financial statements.
American Bancshares of Houma, Inc. and Subsidiary Consolidated Statements of Cash Flows Reconciliation of net earnings to net cash provided _________Year_Ended_December_31,________ by operating activities: ____1995____ ____1994____ ____1993____ Net earnings......................................................... $_1,028,979_ __1,013,301_ __1,870,882_ Adjustments to reconcile net earnings to net cash provided by operating activities: Provisions for loan losses....................................... --- 5,000 460,000 Depreciation and amortization of premises and equipment.......... 204,631 168,771 146,287 Gains on sales on foreclosed assets.............................. (15,200) (61,118) (35,000) Write-downs of foreclosed assets................................. 44,416 91,454 173,953 Decrease (increase) in accrued interest receivable............... (205,259) (193,040) 98,430 Amortization of goodwill......................................... 13,270 13,270 13,270 Losses (gains) on sales of investment securities................. 952 (32,713) (246,183) Net amortization of premiums on investment securities............ 96,190 74,261 62,343 Decrease (increase) in prepaid expenses.......................... (29,660) (2,915) 6,431 Increase (decrease) in accrued expenses.......................... 2,804 33,803 (14,227) Increase (decrease) in accrued interest payable.................. 205,759 109,995 (15,908) Losses on disposal of premises and equipment..................... 1,141 36,147 2,746 Increase (decrease) in income taxes payable...................... (4,379) (22,023) 26,402 Decrease (increase) in net deferred tax assets................... 48,680 286,147 (382,957) Other noncash adjustments, net................................... _____(9,376) _____17,132_ ____(11,550) Total adjustments.............................................. ____353,969_ ____524,171_ ____284,037_ Net cash provided by operating activities............................ $ 1,382,948 1,537,472 2,154,919 ============ ============ ============ Supplemental schedule of noncash investing activities: Assets acquired through foreclosure on loans....................... $ 322,147 65,698 57,730 ============ ============ ============ Loans made to finance sales or foreclosed assets................... $ 167,850 84,678 73,445 ============ ============ ============ Securities transferred from the held-to-maturity category to the available-for-sale category (note 3)......................... $ 3,776,804 --- --- ============ ============ ============ See notes to consolidated financial statements.
American Bancshares of Houma, Inc. and Subsidiary Notes to Consolidated Financial Statements Years Ended December 31, 1995, 1994, 1993 (1) Summary of Significant Accounting and Reporting Policies The accounting and reporting policies of American Bancshares of Houma, Inc. and Subsidiary are in accordance with generally accepted accounting principles and the prevailing practices within the banking industry. A summary of significant accounting policies is as follows: (a) Description of Business American Bancshares of Houma, Inc. (the Company) is a one-bank holding company headquartered in Houma, Louisiana. The Company's primary asset is its 100% ownership of American Bank and Trust Company of Houma (the Bank). The Bank began operations in November of 1964 and currently operates six locations in Terrebonne Parish, Louisiana. The Bank is a full service banking institution offering a variety of loan and deposit products and related financial services. (b) Consolidation The consolidated financial statements include the accounts of the Company and the Bank. All material intercompany transactions have been eliminated. Assets held in an agency or fiduciary capacity are not assets of the Bank and, accordingly, are not included in the accompanying consolidated financial statements. (c) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (d) Investment Securities Effective December 31, 1993, investment securities are classified as either held-to-maturity or available-for-sale in accordance with the provisions of Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Available-for-sale securities are those which the Bank has the intent to hold indefinitely but are available for disposal. Held-to-maturity securities are those which the Bank has the positive intent and ability to hold to maturity. The Bank does not engage in trading activities. Available-for-sale securities are stated at fair value, with unrealized gains and losses reported as a net amount in a separate component of shareholders' equity, net of deferred taxes. Held-to-maturity securities are carried at amortized cost. Premiums and discounts on investment securities are amortized over the expected lives of the securities according to the interest method. Gains or losses on disposition are recorded in other operating income on the trade date based on the net proceeds and the adjusted carrying amount of the securities sold using the specific identification method. Interest earned on investment securities is included in interest income. At December 31, 1993, the adoption of Statement of Financial Accounting Standards No. 115 resulted in the recognition of a $291,924 unrealized gain in shareholders' equity. (e) Loans Unearned income on loans consists of unearned discounts on consumer installment loans and unearned loan origination and commitment fees, net of certain direct costs. Unearned discounts on installment loans are recognized as interest income using a method that approximates the interest. Loan origination and commitment fees and certain direct costs are deferred and recognized over the lives of the related loans as an adjustment to yield by the interest method. Interest income on other loans is calculated by using the simple interest method applied to the daily balances of the principal amounts outstanding. (f) Nonperforming Loans Included in the nonperforming loan category are loans which have been categorized by management as nonaccrual because collection of interest is doubtful and loans which have been restructured to provide a reduction in the interest rate or a deferral of interest or principal payments. When the payment of principal or interest on a loan is delinquent for 90 days, or earlier in some cases, the loan is placed on nonaccrual status, unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan. If the decision is made to continue accruing interest on the loan, periodic reviews are made to confirm the accruing status of the loan. When a loan is placed on nonaccrual status, interest accrued during the current year prior to its determination as uncollectible is charged to operations. Interest accrued during prior periods is charged to the allowance for loan losses. Generally, any payments received on nonaccrual loans are applied first to outstanding loan amounts and next to the recovery of charged-off loan amounts. Any excess is treated as recovery of lost interest. The Company adopted Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting for Loan Impairment by Creditors," effective January 1, 1995. This statement requires the measurement of impaired loans to be based on the present value of expected future cash flows discounted at the loan's effective interest rate, or at the loan's observable market price or the fair value of its collateral. The statement does not apply to large groups of smaller balance homogeneous loans that are collectively evaluated for impairment. For the Company, loans collectively evaluated for impairment include all single family mortgage loans, loans to individuals for household, family and other consumer expenditures, and performing multi-family and commercial and industrial real estate loans ("major loans") under a certain dollar amount, excluding loans which have entered the workout process. The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Within the scope of SFAS 114, impaired loans include troubled debt restructurings and performing and nonperforming major loans in which full payment of principal and interest is not expected. The Company also adopted SFAS No. 118, "Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures," effective January 1, 1995. This statement allows a creditor to use existing methods for recognizing interest income on impaired loans. Restructured loans are those loans on which concessions in terms have been granted because of a borrower's financial difficulty. SFAS No. 114 provides that troubled debt restructurings completed before the adoption of the statement do not have to be treated as impaired if they are not impaired in relation to their restructured terms. Such loans may continue to be accounted for in accordance with the provisions of SFAS No. 15 prior to its amendment by SFAS No. 114. Interest is generally accrued on such loans in accordance with the new terms. Upon adoption of the statement, the Company's restructured debt totaled $1,040,479. These loans were not considered impaired in relation to their restructured terms and continue to be accounted for in accordance with the provisions of SFAS No. 15. (g) Allowance for Loan Losses The allowance for loan losses is a valuation allowance available for losses incurred on loans. All losses are charged to the allowance for loan losses when the loss actually occurs or when a determination is made that a loss is likely to occur. Recoveries are credited to the allowance at the time of recovery. Throughout the year, management estimates the likely level of future losses to determine whether the allowance for loan losses is adequate to absorb anticipated losses in the existing portfolio. Based on these estimates, an amount is charged to the provision for loan losses and credited to the allowance for loan losses in order to adjust the allowance to a level determined to be adequate to absorb future losses. Management's judgement as to the level of future losses on existing loans involves the consideration of current and anticipated economic conditions and their potential effects on specific borrowers; an evaluation of the existing relationships among loans, potential loan losses, and the present level of the allowance; results of the examinations of the loan portfolio by regulatory agencies; and management's internal review of the loan portfolio. In estimating future losses on certain loans, management also considers the fair value of any underlying collateral. It should be understood that estimates of future credit losses involve an exercise of judgement. While it is possible that in particular periods the Bank may sustain losses which are substantial relative to the allowance for loan losses, it is the judgement of management that the allowance for loan losses reflected in the consolidated balance sheets is adequate to absorb possible credit losses in the existing loan portfolio. (h) Premises and Equipment Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation expense is computed principally on the straight-line method over the estimated useful lives of the assets, which range from approximately 3 to 40 years. Leasehold improvements are amortized straight-line over the periods of the leases or the estimated useful lives, whichever is shorter. (i) Real Estate Acquired by Foreclosure Real estate properties acquired through, or in lieu of, loan foreclosure are to be sold and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less cost to sell. Revenues and expenses from operations and changes in the valuation allowance are included in net foreclosed assets expense. (j) Goodwill Included in other assets is the excess cost of the Company's investment in the Bank over the underlying net assets, which is being amortized over forty years using the straight-line method. (k) Income Taxes Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." This statement requires, among other things, recognition of future tax benefits, measured by enacted tax rates, attributable to deductible temporary differences between the financial statement and income tax basis of assets and liabilities and to net operating loss carryforwards, to the extent that realization of such benefits is more likely than not. The cumulative effect of this accounting change was to increase net earnings by $800,453. As of December 31, 1995, the Company had net temporary differences of approximately $142,000. SFAS No. 109 requires that the benefit of these temporary differences be recorded as an asset to the extent that management assesses the utilization of the differences to be "more likely than not". Management has determined, based on the Company's recent operating earnings and its expectations for the future, that income of the Company will more likely than not be sufficient to fully utilize these temporary differences. (l) Statement of Cash Flows For purposes of the statement of cash flows, cash and cash equivalents include cash and due from banks and federal funds sold. (m) Earnings Per Common Share Earnings per share are computed on the basis of the weighted average number of shares outstanding during the year. (n) Reclassifications Certain reclassifications have been made to conform to current presentation. All reclassifications have been applied consistently for the periods presented. (2) Cash and Due from Banks In addition to meeting operational requirements, cash reserves also serve as satisfaction of the Bank's federal reserve requirements, which amounted to $637,000 and $614,000 at December 31, 1995 and 1994, respectively. (3) Investment Securities The amortized cost and fair value of investment securities as of December 31, 1995 and 1994, are as follows:
___________________December_31,_1995__________________ Gross Gross Amortized Unrealized Unrealized Fair Available-for-sale securities: ____Cost____ ____Gains___ ___Losses___ ____Value___ U.S. Treasury securities and obligations of U.S. Government agencies and corporations..... $20,338,690 304,001 (3,652) 20,639,039 Obligations of states and political subdivisions 1,413,803 11,252 --- 1,425,055 Mortgage-Backed securities...................... __1,136,360_ ______8,255_ _____(3,963) __1,140,652_ $22,888,853 323,508 (7,615) 23,204,746 ============ ============ ============ ============ Held-to-maturity securities: U.S. Treasury securities and obligations of U.S. Government agencies and corporations..... $ 1,500,000 15,937 --- 1,515,937 Obligations of states and political subdivisions 1,629,281 20 521 (1,688) 1,648,114 Mortgage-backed securities...................... ____417,970 ______7,101_ ________---_ ____425,071_ $ 3,547,251 43,559 (1,688) 3,589,122 ============ ============ ============ ============
___________________December_31,_1994__________________ Gross Gross Amortized Unrealized Unrealized Fair Available-for-sale securities: ____Cost____ ____Gains___ ___Losses___ ____Value___ U.S. Treasury securities and obligations of U.S. Government agencies and corporations..... $ 8,811,165 2,543 (220,817) 8,592,891 Mortgage-backed securities...................... __1,073,376_ ________---_ ____(58,973) __1,014,403_ $ 9,884,541 2,543 (279,790) 9,607,294 ============ ============ ============ ============ Held-to-maturity securities: U.S. Treasury securities and obligations of U.S. Government and agencies and corporations. $ 6,007,974 7,789 (239,645) 5,776,118 Obligations of states and political subdivisions 1,554,130 --- (62,272) 1,491,858 Mortgage-backed securities...................... ____818,117_ ________---_ ____(43,855) ____774,262_ $ 8,380,221 7,789 (345,772) 8,042,238 ============ ============ ============ ============
The amortized cost and fair value of debt securities at December 31, 1995, by contractual maturity are shown below. Actual maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations with or without prepayment penalties.
_______________________December_31,_1995_______________________ Available-for-Sale_Securities _Held-to-Maturity_Securities_ Amortized Fair Amortized Fair ____Cost____ ____Value___ ____Cost____ ____Value___ Due in one year or less.................. $ 6,005,829 6,064,844 21,907 21,913 Due after one year through five years.... 15,343,849 15,593,989 2,697,669 2,726,039 Due after five years through ten years... 402,815 405,261 409,705 416,099 Due after ten years...................... ________---_ ________---_ ________---_ ________---_ 21,752,493 22,064,094 3,129,281 3,164,051 Mortgage-backed securities............... __1,136,360_ __1,140,652_ ____417,970_ ____425,071_ $22,888,853 23,204,746 3,547,251 3,589,122 ============ ============ ============ ============
On December 5, 1995, as permitted by "A Guide to Implementation of Statement 115 on Accounting for Certain Investments in Debt and Equity Securities" issued by the Financial Accounting Standards Board, the Bank reclassified securities with an amortized cost of $3,776,804, gross unrealized gains of $41,212, and gross unrealized losses of $9,206 from the held-to-maturity category to the available-for-sale category. Proceeds from sales of available-for-sale securities during 1995 were $999,688, on which gross losses of $952 were realized. Proceeds from sales of available-for-sale securities during 1994 were $4,336,447, on which gross gains of $74,658 and gross losses of $41,945 were realized. No held-to-maturity securities were sold during 1995 or 1994. Proceeds from sales of investment securities during 1993 were $4,276,924, on which gross gains of $246,183 were realized. Gains totaling $232,386 were recognized in the fourth quarter of 1993 in order to utilize federal income tax credits which would have otherwise expired. The income tax benefit related to securities losses in 1995 was $324. The income tax expense related to the net gains realized in 1994 and 1993 was $11,122 and $83,702, respectively. Investment securities having an amortized cost of $11,749,877 and $10,115,923 and a fair value of $11,899,227 and $9,728,418 at December 31, 1995, and 1994, respectively, were pledged to secure public deposits and securities sold under repurchase agreements and for other purposes required or permitted by law. (4) Loans and Allowance for Loan Losses The loan portfolio consists of various types of loans made principally to borrowers located in Terrebonne Parish, Louisiana, and are classified by major type as follows: _______December_31,_______ ____1995____ ____1994____ Commercial and agricultural............ $ 6,114,970 5,422,586 Real estate-mortgage................... 30,154,302 28,205,934 Real estate-construction............... 2,061,940 1,784,634 Individuals............................ _12,648,405_ _16,238,770_ $50,979,617 51,651,924 ============ ============ An analysis of activity in the allowance for loan losses is as follows:
_________Year_Ended_December_31,________ ____1995____ ____1994____ ____1993____ Balance at January 1............................................ $ 1,133,402 1,161,646 692,863 Provisions charged to expense................................... --- 5,000 460,000 Loans charged off............................................... (366,678) (116,484) (72,649) Recoveries on loans............................................. ____225,942_ _____83,240_ _____81,432_ Balance at December 31.......................................... $ 992,666 1,133,402 1,161,646 ============ ============ ============
In the ordinary course of business, the Bank has granted loans to directors, officers and their affiliates. Such loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and do not involve more than the normal credit risk or present other unfavorable features. As of December 31, 1995 and 1994, such loans (exclusive of loans to any such persons which in the aggregate do not exceed $60,000) amounted to $797,964 and $908,039, respectively. An analysis of activity with respect to these related party loans follows: Balance at December 31, 1994.................... $ 908,039 New Loans....................................... 419,451 Repayments...................................... ___(529,526) Balance at December 31, 1995.................... $ 797,964 ============ (5) Nonperforming Loans and Past Due Loans The following table presents information on nonperforming loans and past due loans: _______December_31,_______ ____1995____ ____1994____ Nonaccrual loans.................... $ 77,993 7,345 Loans past due 90 days or more...... 111,852 54,413 Restructured loans.................. ____948,938_ __1,040,479_ $ 1,138,783 1,102,237 ============ ============ With respect to the above nonperforming loans, the following table presents the interest income that would have been earned in accordance with the original contractual terms of the loans, the interest income actually recorded on the loans, and the resulting foregone income: _________Year_Ended_December_31,________ ____1995____ ____1994____ ____1993____ Contractual interest income. $ 108,158 107,766 110,702 Interest income recorded.... _____85,883_ ____(86,582) ____(86,909) Foregone income............. $ 22,275 21,184 23,793 ============ ============ ============ The Company's impaired loans were less than 0.5% of total loans at December 31, 1995. (6) Premises and Equipment Premises and equipment are summarized below:
_______December_31,_______ ____1995____ ____1994____ Land.......................................................................... $ 563,160 563,160 Buildings..................................................................... 1,702,440 1,695,665 Leasehold improvements........................................................ 278,113 274,690 Furniture, fixtures and equipment............................................. __1,969,676_ __1,939,569_ 4,513,389 4,473,084 Less accumulated depreciation and amortization................................ __2,479,088_ __2,502,896_ Premises and equipment, net................................................... $ 2,034,301 1,970,188 ============ ============
(7) Deposits Included in interest-bearing deposits are certificates of deposit of $100,000 or more, which totaled $9,408,673 and $7,411,193 at December 31, 1995 and 1994, respectively. Interest expense on certificates of deposit of $100,000 or more was $483,067, $231,781, and $166,651 for the years ended December 31, 1995, 1994 and 1993, respectively. (8) Noninterest Income, Excluding Investment Securities Gains The major components of noninterest income, excluding investment securities gains, are provided in the following table:
_________Year_Ended_December_31,________ ____1995____ ____1994____ ____1993____ Services charges on deposit accounts............................ $ 943,766 863,672 863,354 Secondary market mortgage loan origination fees................. 130,775 174,430 207,447 Nonyield-related loan fees...................................... 22,428 68,100 94,979 Other........................................................... ____188,437_ ____188,731_ ____197,802_ $ 1,285,406 1,294,933 1,363,582 ============ ============ ============
(9) Noninterest Expense The major components of noninterest expense are provided in the following table:
_________Year_Ended_December_31,________ ____1995____ ____1994____ ____1993____ Salaries and employee benefits.................................. $ 1,717,474 1,708,705 1,515,506 Net Occupancy expense premises.................................. 405,056 411,893 375,132 Equipment expense............................................... 255,758 233,091 220,503 FDIC and state assessments...................................... 99,869 164,997 174,294 Stationery, printing, and supplies.............................. 129,544 151,112 127,375 Data processing................................................. 132,458 136,442 119,838 Directors fees.................................................. 166,900 104,700 51,300 Legal and professional fees..................................... 103,873 103,297 75,137 Postage......................................................... 77,167 73,828 66,500 Advertising..................................................... 95,225 68,721 52,044 Telephone....................................................... 66,817 63,299 60,667 Amortization of goodwill........................................ 13,270 13,270 13,270 Net foreclosed assets expense................................... 360 1,658 121,653 Other........................................................... ____223,512_ ____238,417_ ____206,323_ $ 3,487,283 3,473,430 3,179,542 ============ ============ ============
(10) Income Taxes Effective January 1, 1993, the Company changed its method of accounting for income taxes from the deferred method to the liability method as required by Statement of Financial Accounting Standards No. 109. The cumulative effect of this accounting change was to increase net earnings by $800,453. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes also include tax credit carryforwards and the net tax effects of unrealized gains and losses on available- for-sale securities. Significant components of the Company's net deferred tax asset (liability) as of December 31, 1995 and 1994, are as follows:
_______December_31,_______ Deferred tax assets: ____1995____ ____1994____ Allowance for loan losses not currently deductible.......................... $ 64,764 112,614 Cumulative write-downs on other real estate owned........................... 70,915 86,169 Other....................................................................... _____22,942_ _____24,446_ ____158,621_ ____223,229_ Deferred tax liabilities: Tax over book depreciation.................................................. (109,118) (113,665) Discount accretion on investment securities................................. _____(1,373) ____(12,754) ___(110,491) ___(126,419) Net deferred tax asset, excluding deferred taxes on unrealized gains and losses on available-for-sale securities........................... 48,130 96,810 Deferred tax asset (liability) on net unrealized gains and losses on available-for-sale securities..................................... ___(107,404) _____94,264_ Net deferred tax asset (liability)............................................ $ (59,274) 191,074 ============ ============
The provision for federal income taxes consists of the following components: ___________Year_Ended_December_31,______ ____1995____ ____1994____ ____1993____ Current....... $ 421,258 204,971 53,749 Deferred...... _____48,680_ ____286,147_ ____418,569_ $ 469,938 419,118 472,318 ============ ============ ============ The provision for federal income taxes differs from the amount computed by applying the federal income tax statutory rate on operations as follows:
_________Year_Ended_December_31,________ ____1995____ ____1994____ ____1993____ U.S. federal corporate tax rate................................. 34% 34% 34% ============ ============ ============ Taxes calculated at statutory rate.............................. $ 509,632 511,502 524,534 Decrease resulting from tax-exempt interest..................... (27,974) (13,962) (1,360) Change in valuation reserve..................................... --- --- (57,955) Other, net...................................................... ____(11,720) _____(6,422) ______7,099_ Provision for federal income taxes.............................. $ 469,938 491,118 472,318 ============ ============ ============
The Company paid income taxes of $459,000 in 1995, $226,994 in 1994, and $28,420 in 1993. (11) Employee Benefit Plans The Bank has an Employee Stock Ownership Plan (ESOP) covering all employees with at least one year of service (1,000 or more hours). Plan assets are invested primarily in stock of the Company for the benefit of employees upon their retirement. Contributions to the ESOP are at the discretion of the Board of Directors, with limitations based on a percentage of participants' compensation. Annual contributions are allocated to the accounts of each participant in the same proportion that each participant's compensation for the year bears to the total compensation of all participants for the year. A participant's interest in his or her account balance becomes fully vested after completion of seven years of service. No contributions were made to the plan in 1995. The Bank contributed $92,444 to the ESOP in 1994 and $5,553 in 1993. At December 31, 1995, the ESOP held 11,118 shares of common stock of the Company, all of which have been allocated to participants. The Company has elected not to apply the provisions of Statement of Position 93-6 to shares purchased on or before December 31, 1992. On February 15, 1994, the Bank implemented a 401(k) plan. Eligibility requirements are similar to the ESOP. At the discretion of the Board of Directors and subject to certain limitations, the Bank may make both matching and profit sharing contributions to the 401(k). Matching contributions are allocated as a percentage of the salary reduction contributions of each participant. Profit sharing contributions are allocated in a similar manner as contributions to the ESOP. Participants are fully vested in any salary reduction contributions and become fully vested in their allocation of Bank contributions upon the completion of four years of service. The Bank accrued for a matching contribution of approximately $24,000 in 1995, which was contributed to the plan in February of 1996. Matching contributions for 1994 totaled $19,185. (12) Commitments and Contingencies (a) Financial Instruments with Off-Balance-Sheet Risk The Bank is a party to various financial instruments with off- balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit and involve, to varying degrees, elements of credit risk in excess of the amounts recognized in the consolidated balance sheets. As of December 31, 1995 and 1994, the Bank's commitments to extend credit totaled $7,976,241 and $7,026,488, respectively, and standby letters of credit totaled $311,440 and $263,158, respectively. Bank management does not anticipate any material loss as a result of these transactions. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained if considered necessary by the Bank upon extension of credit is based on management's credit evaluation of the counterparty. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities. (b) Leases At December 31, 1995, the Bank was obligated under noncancelable operating leases on certain facilities. These leases require minimum annual rentals of approximately $85,000 in 1996, $41,000 in 1997, and decreasing amounts thereafter through the year 1999. It is expected that, in the normal course of business, these leases will be renewed when they expire. (c) Litigation The Bank is the defendant in a matter relating to the State of Louisiana and the Louisiana Economic Development Corporation (LEDC). The lawsuit seeks a declaration that a three million dollar guarantee of an industrial development loan is null and void. In 1990, the borrowers defaulted on the loan and the Bank accelerated the outstanding balance and seized LEDC's three million dollar certificate of deposit in satisfaction of the loan. The borrower has filed for protection in Bankruptcy Court. Because of the status of the case, an evaluation of the outcome or a determination of the Bank's exposure, if any, cannot be made at this time. However, the Bank has meritorious defenses and will continue to vigorously defend its position. (13) Regulatory Matters The Bank is required to maintain certain minimum capital levels. At December 31, 1995, the Bank was in compliance with statutory minimum capital requirements. A summary of the actual capital levels at December 31, 1995 and 1994, follows: Core Capital vs. Risk Weighted Assets (Tier 1)........ 17.3% Total (Qualifying) Capital vs. Risk Weighted Assets (Tier 1 plus Tier 2)................................ 18.6% Core Capital vs. Adjusted Total Assets (Leverage)..... 9.4% Risk-based capital requirements are intended to make regulatory capital more sensitive to risk elements of the Bank. Currently, the Bank is required to maintain a minimum total risk-based capital ratio of 8.0%, with not less than 4.0% in Tier 1 capital. In addition, the Bank must maintain a minimum leverage ratio (Tier 1 capital to adjusted total assets) of at least 3.00%, based upon the regulators' latest composite rating of the institution. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") required that each federal banking agency implement prompt corrective actions for institutions that it regulates. The rules provide that an institution is "well capitalized" if its total risk- based capital ratio is 10% or greater, its Tier 1 risk-based capital ratio is 6% or greater, its leverage is 5% or greater and the institution is not subject to a capital directive. Under the regulation, the Bank is deemed to be "well capitalized" as of December 31, 1995, based upon the most recent notification from its regulators. There are no conditions or events since those notifications that management believes would change the Bank's classification. On February 8, 1994, the Bank entered into a Memorandum of Understanding (MOU) with the Federal Deposit Insurance Corporation (FDIC) regarding regulatory compliance issues. The MOU resulted from a compliance examination of the Bank conducted by the FDIC on October 1, 1993, in which several violations of federal regulations were noted, primarily record-keeping and disclosure violations. The MOU requires the Bank to improve its compliance program to insure adequate management supervision, training, and review procedures to insure compliance with federal record-keeping and disclosure requirements. Management believes it has taken the necessary steps to insure future compliance. (14) Fair Value of Financial Instruments The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: (a) Cash and short-term investments For those short-term instruments, the carrying amount is a reasonable estimate of fair value. (b) Investment securities For securities held as investments, fair value equals quoted market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. (c) Loan receivables The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. (d) Deposit liabilities The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar maturities. (e) Securities sold under repurchase agreements For those short-term liabilities, the carrying amount is a reasonable estimate of fair value. (f) Commitments to extend credit and standby letters of credit The fair value of commitments and standby letters of credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. As of December 31, 1995, the fair value of commitments and standby letters of credit was not significant. The estimated fair values of the Company's financial instruments as of December 31, 1995, are as follows: Carrying Fair Financial assets: ___Amount___ ____Value___ Cash and short-term investments....... $ 7,869,085 7,869,085 Investment securities................. 26,751,997 26,793,868 Loans, net............................ 49,820,106 49,927,978 Financial liabilities: Deposits.............................. 78,708,203 79,009,585 Securities sold under repurchase agreements.......................... 199,638 199,638 (15) Subsequent Events On February 29, 1996, the Company entered into a definitive agreement with Regions Financial Corporation (Regions) under which the Company will be acquired by Regions in a tax-free, stock-for-stock transaction. Under the terms of the agreement, shareholders of the Company will receive 1.66 shares of Regions common stock for each share of Company common stock. The transaction is subject to the approval of the Company's shareholders and appropriate regulatory agencies and is expected to be consummated during the third quarter of 1996. Regions is a $14 billion dollar institution with 285 banking offices in Alabama, Florida, Georgia, Louisiana and Tennessee. Headquartered in Birmingham, Alabama, Regions is a multi-bank regional holding company providing banking and bank-related services in the fields of mortgage banking, credit-related insurance and securities brokerage. Regions common stock is traded on the NASDAQ National Market under the symbol "RGBK." (16) Parent Company Condensed Financial Information The following presents condensed financial information of American Bancshares of Houma, Inc. as of December 31, 1995 and 1994, and for each of the years in the three-year period ended December 31, 1995:
Parent Only Condensed Balance Sheets _______December_31,_______ Assets ____1995____ ____1994____ Due from subsidiary......................................................... $ 55,090 27,937 Investment in 100% of the outstanding common stock of American Bank and Trust Company of Houma................................................ 8,427,406 7,284,836 Goodwill.................................................................... ____197,965_ ____211,235_ $ 8,680,461 7,524,008 ============ ============ Shareholders' equity Common stock, $3.00 par value, 1,000,000 shares authorized, 258,737 shares issued..................................................... $ 776,211 776,211 Capital surplus............................................................. 4,262,927 4,262,927 Retained earnings........................................................... 4,366,370 3,601,389 Net unrealized gains (losses) of subsidiary................................. 208,489 (182,983) Less cost of 29,173 shares of common stock in treasury...................... ___(933,536) ___(933,536) $ 8,680,461 7,524,008 ============ ============
Parent Only Condensed Statements of Earnings _________Year_Ended_December_31,________ ____1995____ ____1994____ ____1993____ Operating Income: Cash dividends from subsidiary................................ $___297,547_ ____258,443_ ____117,230_ Operating Expenses: Amortization of goodwill...................................... 13,270 13,270 13,270 Other......................................................... ______6,396_ ______6,757_ ______6,104_ _____19,666_ _____20,027_ _____19,374_ Earnings before equity in undistributed earnings of subsidiary.. 277,881 238,416 97,856 Equity in undistributed earnings of subsidiary.................. ____751,098_ ____774,885_ __1,773,026_ Net earnings.................................................... $ 1,028,979 1,013,301 1,870,882 ============ ============ ============
Parent Only Condensed Statements of Cash Flows _________Year_Ended_December_31,________ ____1995____ ____1994____ ____1993____ Cash flows from operating activities: Dividends received............................................ $ 297,547 258,443 117,230 Other expenses paid........................................... _____(6,396) _____(6,757) _____(6,104) Net cash provided by operating activities................... 291,151 251,686 111,126 Cash flows from financing activities: Dividends paid................................................ ___(263,998) ___(229,564) ___(114,782) Net increase (decrease) in cash and cash equivalents............ 27,153 22,122 (3,656) Cash and cash equivalents at beginning of year.................. _____27,937_ ______5,815_ ______9,471_ Cash and cash equivalents at end of year........................ $ 55,090 27,937 5,815 ============ ============ ============ Reconciliation of net earnings to net cash provided by operating activities: Net earnings................................................ $_1,028,979_ __1,013,301_ __1,870,882_ Adjustments to reconcile net earnings to net cash provided by operating activities: Amortization of goodwill................................ 13,270 13,270 13,270 Equity in undistributed net earnings of subsidiary...... ___(751,098) ___(774,885) _(1,773,026) Total adjustments..................................... ___(737,828) ___(761,615) _(1,759,756) Net cash provided by operating activities....................... $ 291,151 251,686 111,126 ============ ============ ============
Corporate Information Board of Directors of American Bancshares of Houma, Inc. and American Bank and Trust Company Executive Officers of American of Houma Bancshares of Houma, Inc. Robert W. Boquet Chairman President & C.E.O. A. M. Cook American Bancshares of Houma, Inc. American Bank & Trust Co. of Houma Vice Chairman Philip E. Henderson Francis O. Bourg, Jr. President, Bourg Brothers President & C.E.O. Moving & Storage Robert W. Boquet Russel J. Brien Secretary President, Russel Brien Farms, Inc. Russel J. Brien A. M. Cook Treasurer Chairman of the Board Conrad J. Lirette Consulting Petroleum Engineer Dr. Allen J. Ellender Bank Offices Retired Physician Main Office Philip E. Henderson P. O. Box 110 / 801 Barrow St. Attorney Houma, Louisiana 70361 Henderson, Hanemann & Morris APLC (504) 872-1434 Conrad J. Lirette East Houma Branch President, Bayou Barge Co., Inc. 1207 Grand Caillou Road Houma, Louisiana 70363 John B. Marceaux (504) 857-0415 Marketing Specialist Bayou Oaks Hospital West Park Branch 1700 West Park Avenue Charles A. Page Houma, Louisiana 70364 President, Charles A. Page & Sons (504) 857-0423 Insurance Agency, Inc. St. Charles Branch Sidney A. Pellegrin 1250 St. Charles Avenue Real Estate & Office Rentals Houma, Louisiana 70360 (504) 857-0419 Wm. Clifford Smith President, T. Baker Smith In-Mall Branch & Sons, Inc., Civil Engineers Southland Mall 3038 West Park Avenue Earl Williams Houma, Louisiana 70364 President, Earl Williams Clothing (504) 857-0427 Store, Inc. Mall Motor Branch Parking Lot of Southland Mall 3031 West Park Avenue Houma, Louisiana 70364 (504) 857-0429 Officers of American Bank and Trust Company of Houma President & C.E.O. Robert W. Boquet Executive Vice President & Cashier Ben D. Borne Senior Vice President William Parker Lending Vice Presidents Barrie Bergeron Lending Randal Bernard, C.P.A. Operations / Accounting Mary Crochet Lending Julia Filce Personnel & Marketing Diane Gros In-Mall Branch Manager Debbie Guidry St. Charles Branch Manager Marie Morris, C.B.C.O. Loan Review & Compliance Russell Touchet Real Estate Lending Assistant Vice Presidents Larry Babin East Houma Branch Manager Connie Wilkerson Lending Assistant Cashiers Penny Dupre East Houma Branch Operations Manager Brigette Kinsella Loan Operations Eric Landry Loan Recovery Audrey Richoux St. Charles Branch Operations Manager Internal Auditor Kristy Breaux Member FDIC EX-27 2
9 YEAR DEC-31-1995 DEC-31-1995 6,569,085 0 1,300,000 0 23,204,746 3,547,251 3,589,122 50,812,772 992,666 88,210,417 78,708,203 199,638 622,115 0 0 0 776,211 7,904,250 88,210,417 4,522,346 1,467,165 138,042 6,127,553 2,408,566 2,425,807 3,701,746 0 (952) 3,487,283 1,498,917 1,028,979 0 0 1,028,979 4.48 0 4.89 77,993 111,852 948,938 0 1,133,402 366,678 225,942 992,666 695,270 0 297,396
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