SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2003
|
Commission File Number 0-11928 |
AMERICAN BANCORP, INC.
| Louisiana (State or other jurisdiction of incorporation or organization) |
72-0951347 (I.R.S. Employer Identification No.) |
| 321 East Landry Street Opelousas, Louisiana (Address of principal executive offices) |
70570 (Zip Code) |
Registrants Telephone Number, including area code: (337) 948-3056
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00 Par Value
(Title of Class)
Indicate by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock as of December 31, 2003 held by non-affiliates* of the registrant: $6,752,524.
The number of shares outstanding of each of the issuers classes of common stock, as of December 31, 2003: Common Stock, $5.00 Par Value, 115,987 shares outstanding.
Documents Incorporated by Reference
Portions of the annual shareholders report for the year ended December 31, 2003 are incorporated by reference into Parts I and II.
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*For purposes of the computation, shares owned by Executive Officers, Directors, 5% shareholders and shares by non-affiliates whose voting rights have been assigned to Directors have been excluded.
- 2 -
PART I
Item 1. Business
American Bancorp, Inc. (the Company) was incorporated under the laws of the State of Louisiana in 1982. On October 1, 1983, American Bank and Trust Company (the Bank) was reorganized as a subsidiary of the Company. Prior to October 1, 1983, the Company had no material activity. The Company is currently engaged, through its subsidiary, in banking and related business. The Bank is the Companys principal asset and primary source of revenue.
The Bank
The Bank, incorporated under the State Banking Laws on August 1, 1958 is in the business of gathering funds by accepting checking, savings, and other time-deposit accounts and reemploying these by making loans and investing in securities and other interest-bearing assets. The Bank is a full service commercial bank. Some of the major services which it provides include checking, NOW accounts, Money Market checking, savings, and other time deposits of various types, loans for business, agriculture, real estate, personal use, home improvement, automobile, and a variety of other types of loans and services including letters of credit, safe deposit boxes, bank money orders, wire transfer facilities, and electronic banking facilities.
The Companys primary assets are loans. At December 31, 2003, loans represented 39% of the Companys total assets.
The reserve for loan losses is comprised of specific reserves (assessed for each loan that is reviewed for impairment or for which a probable loss has been identified), general reserves and an unallocated reserve.
The Company continuously evaluates its reserve for loan losses to maintain an adequate level to absorb loan losses inherent in the loan portfolio. Reserves on loans identified as impaired are based on discounted expected cash flows using the loans initial effective interest rate, the observable market value of the loan or the fair value of the collateral for certain collateral-dependent loans. Factors contributing to the determination of specific reserves include the financial condition of the borrower, changes in the value of pledged collateral and general economic conditions. General reserves are established based on historical charge-offs considering factors which include risk, industry concentration and loan type, with the most recent charge-off experience weighted more heavily. The unallocated reserve, which is judgmentally determined, generally serves to compensate for the uncertainty in estimating loan losses, particularly in times of changing economic conditions, and considers the possibility of improper risk ratings and possible over or under allocations of specific reserves. It also considers the lagging impact of historical charge-off ratios in periods where future charge-offs are expected to increase or decrease significantly. The results of reviews performed by external examiners are also considered.
The State of Louisiana, through its various departments and agencies, deposits public funds with the Bank. However, as of December 31, 2003, the State of Louisiana did not have any funds on deposit with the Bank.
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Competition
The Banks general market area is in St. Landry Parish, which has a population of approximately 81,939. Its primary market is Opelousas, which has a population of approximately 19,540, and has experienced little population growth over the past several years.
The commercial banking business in St. Landry Parish is highly competitive. The Depository Institutions Deregulation and Monetary Control Act of 1980 and the Garn-St. Germain Depository Institutions Act of 1982 have eliminated most, if not all, substantive distinctions between the services of commercial banks and thrift institutions. The Bank competes with two banks and two savings and loan institutions located in St. Landry Parish. The following is a list of banks and savings associations in this market with the total deposits and assets as of December 31, 2003.
| (In thousands of dollars) | ||||||||
| Assets |
Deposits |
|||||||
First Federal Savings & Loan |
$ | 69,521 | $ | 48,819 | ||||
Washington State Bank |
$ | 83,798 | $ | 69,894 | ||||
American Bank and Trust Company |
$ | 100,858 | $ | 85,629 | ||||
St. Landry Homestead |
$ | 184,672 | $ | 145,335 | ||||
St. Landry Bank and Trust Company |
$ | 234,991 | $ | 201,764 | ||||
In addition to the institutions listed above, further competition is provided by banks and other financial institutions located in Lafayette, Louisiana, which is 20 miles south of Opelousas and Baton Rouge, Louisiana, the state capital, which is 60 miles east of St. Landry Parish.
Supervision and Regulation
The financial services industry is extensively regulated under both federal and state law. The Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (FRB) and the Federal Reserve Bank of Atlanta. The Bank is subject to regulation and examination by the Louisiana Office of Financial Institutions. The Company is subject to the Bank Holding Company Act (BHCA), which requires the Company to obtain the prior approval of the FRB to acquire a significant equity interest in any banks or bank holding companies. Under the provisions of the Gramm-Leach-Bliley Act (GLBA), the Company is eligible to engage in nonbanking activities which are financial in nature by notifying, or in certain cases obtaining the prior approval of, the FRB. Under the GLBA, subsidiaries of financial holding companies engaged in nonbank activities would be supervised and regulated by the federal and state agencies which normally supervise and regulate such functions outside of the financial holding company context. Although the FRB continues to be the primary umbrella regulator of financial holding companies, the GLBA limits the ability of the FRB to order a financial holding company subsidiary which is regulated by the SEC or a state insurance authority to provide funds or assets to an affiliated depository institution under the FRBs source of strength doctrine.
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The Bank is subject to a number of laws regulating depository institutions, including the Federal Deposit Insurance Corporation Improvement Act of 1991 which expanded the regulatory and enforcement powers of the federal bank regulatory agencies, required that these agencies prescribe standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, and mandated annual examination of banks by their primary regulators. The Bank is also subject to a number of consumer protection laws and regulations of general applicability. In addition, President Bush has signed into law the USA Patriot Act, which is designed to identify, prevent and deter international money laundering and terrorist financing. The President also signed the Sarbanes-Oxley Act of 2002 which is directed towards improving financial reporting.
The banking industry is affected by the monetary and fiscal policies of the FRB. An important function of the FRB is to regulate the national supply of bank credit to moderate recessions and to curb inflation. Among the instruments of monetary policy used by the FRB to implement its objectives are: open-market operations of U.S. Government securities, changes in the discount rate and the federal funds rate (which is the rate banks charge each other for overnight borrowings) and changes in reserve requirements on bank deposits.
The Board of Directors of the Company have no present plans or intentions to cause the Company to engage in any substantial business activity which would be permitted to it under the Act or the Louisiana Act but which is not permitted to the Bank; however, a significant reason for formation of the one-bank holding company is to take advantage of the additional flexibility afforded by that structure if the Board of Directors of the Company concludes that such action would be in the best interest of stockholders.
During 2003, the average number of full-time equivalent employees at the Bank was 45. This includes the officers of the Company that are listed under Item 10 below.
There are no unions or bargaining units that represent the employees of the Bank. The relation between management and employees is considered to be good.
Statistical Information
The following tables contain additional information concerning the business and operations of the Registrant and its subsidiary and should be read in conjunction with the Consolidated Financial Statements of the Registrant and Managements Discussion and Analysis of Financial Condition and Results of Operations. The 2003 Annual Report to Shareholders is incorporated herein by reference under Items 5, 6, 7, 7a, and 8.
Investment Portfolio
The following table sets forth the carrying amount of Investment Securities at the dates indicated (in thousands of dollars):
| December 31, |
||||||||||||
| 2003 |
2002 |
2001 |
||||||||||
Securities held to maturity: |
||||||||||||
U.S. Treasury |
$ | 1,600 | $ | 2,104 | $ | 2,306 | ||||||
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| December 31, |
||||||||||||
| 2003 |
2002 |
2001 |
||||||||||
Securities available for sale: |
||||||||||||
Mortgage-backed securities |
$ | 9,286 | $ | 8,724 | $ | 9,133 | ||||||
U.S. Government Agencies |
17,415 | 16,199 | 14,290 | |||||||||
State and Political subdivisions |
15,722 | 12,614 | 11,477 | |||||||||
Equity securities |
184 | 184 | 149 | |||||||||
| $ | 42,607 | $ | 37,721 | $ | 35,049 | |||||||
The following tables set forth the maturities of investment securities at December 31, 2003, 2002, and 2001 and the weighted average yields of such securities (in thousands of dollars):
| December 31, 2003 |
||||||||||||||||||||||||||||||||
| After One | After Five | |||||||||||||||||||||||||||||||
| Within | But Within | But Within | After | |||||||||||||||||||||||||||||
| One Year |
Five Years |
Ten Years |
Ten Years |
|||||||||||||||||||||||||||||
| Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
|||||||||||||||||||||||||
Securities held
to maturity: |
||||||||||||||||||||||||||||||||
U.S. Treasury |
$ | 1,600 | 3.15 | % | $ | -0- | | % | $ | -0- | | % | $ | -0- | | % | ||||||||||||||||
Securities
available for
sale: |
||||||||||||||||||||||||||||||||
U.S. Government
Agencies |
501 | 5.37 | % | 13,038 | 3.22 | % | 3,876 | 4.74 | % | | | % | ||||||||||||||||||||
Mortgage-backed
securities |
65 | 5.10 | 3,051 | 2.23 | 5,631 | 4.51 | 539 | 6.60 | ||||||||||||||||||||||||
State and
Political
Subdivisions* |
1,276 | 5.91 | 9,473 | 6.44 | 4,491 | 6.12 | 482 | 7.28 | ||||||||||||||||||||||||
Equity
securities |
184 | | | | | | | | ||||||||||||||||||||||||
Total available
for sale |
2,026 | 5.21 | % | 25,562 | 4.30 | % | 13,998 | 5.09 | % | 1,021 | 6.92 | % | ||||||||||||||||||||
Total
securities |
$ | 3,626 | 4.30 | % | $ | 25,562 | 4.30 | % | $ | 13,998 | 5.09 | % | $ | 1,021 | 6.92 | % | ||||||||||||||||
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| December 31, 2002 |
||||||||||||||||||||||||||||||||
| After One | After Five | |||||||||||||||||||||||||||||||
| Within | But Within | But Within | After | |||||||||||||||||||||||||||||
| One Year |
Five Years |
Ten Years |
Ten Years |
|||||||||||||||||||||||||||||
| Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
|||||||||||||||||||||||||
Securities held
to maturity: |
||||||||||||||||||||||||||||||||
U.S. Treasury |
$ | 503 | 4.35 | % | $ | 1,602 | 3.15 | % | $ | | | % | $ | | | % | ||||||||||||||||
U.S. Government
Agencies |
| | | | | | | | ||||||||||||||||||||||||
Total held
to maturity |
503 | 4.35 | 1,602 | 3.15 | -0- | | -0- | | ||||||||||||||||||||||||
Securities
available for
sale: |
||||||||||||||||||||||||||||||||
U.S. Government
Agencies |
12,683 | 4.34 | % | 3,515 | 5.39 | % | | | | | ||||||||||||||||||||||
Mortgage-backed
securities |
327 | 5.89 | 7,895 | 5.49 | 502 | 4.20 | | | ||||||||||||||||||||||||
State and
Political
Subdivisions* |
1,689 | 6.55 | 7,830 | 7.20 | 3,095 | 7.55 | | | ||||||||||||||||||||||||
Equity
securities |
184 | | | | | | | | ||||||||||||||||||||||||
Total available
for sale |
14,883 | 4.57 | % | 19,240 | 6.17 | % | 3,597 | 7.08 | % | -0- | | % | ||||||||||||||||||||
Total
securities |
$ | 15,386 | 4.56 | % | $ | 20,842 | 5.94 | % | $ | 3,597 | 7.08 | % | $ | -0- | | % | ||||||||||||||||
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| December 31, 2001 |
||||||||||||||||||||||||||||||||
| After One | After Five | |||||||||||||||||||||||||||||||
| Within | But Within | But Within | After | |||||||||||||||||||||||||||||
| One Year |
Five Years |
Ten Years |
Ten Years |
|||||||||||||||||||||||||||||
| Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
Amount |
Yield |
|||||||||||||||||||||||||
Securities held
to maturity: |
||||||||||||||||||||||||||||||||
U.S. Treasury |
$ | 1,799 | 6.61 | % | $ | 507 | 4.35 | % | $ | | | % | $ | | | % | ||||||||||||||||
U.S. Government
Agencies |
| | | | | | | | ||||||||||||||||||||||||
Total held
to
maturity |
1,799 | 6.61 | 507 | 4.35 | -0- | | -0- | | ||||||||||||||||||||||||
Securities
available for
sale: |
||||||||||||||||||||||||||||||||
U.S. Government
Agencies |
| | 11,269 | 5.84 | 3,021 | 6.08 | | | ||||||||||||||||||||||||
Mortgage-backed
securities |
2 | 8.71 | 2,417 | 5.36 | 3,766 | 6.16 | 2,948 | 6.61 | ||||||||||||||||||||||||
State and
Political
Subdivisions* |
976 | 6.83 | 5,976 | 7.21 | 4,108 | 7.34 | 417 | 8.98 | ||||||||||||||||||||||||
Equity
securities |
149 | | | | | | | | ||||||||||||||||||||||||
Total
available
for sale |
1,127 | 6.83 | 19,662 | 6.14 | 10,895 | 6.62 | 3,365 | 7.03 | ||||||||||||||||||||||||
Total
securities |
$ | 2,926 | 6.69 | % | $ | 20,169 | 6.10 | % | $ | 10,895 | 6.62 | % | $ | 3,365 | 7.03 | % | ||||||||||||||||
| * | Weighted average yields have been computed on a fully tax-equivalent basis assuming a rate of 34% for 2003, 2002 and 2001. |
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Loan Portfolio
Loans outstanding at the indicated dates are shown in the following table according to type of loan (in thousands of dollars):
| December 31, |
||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
||||||||||||||||
Commercial, financial and
agricultural |
$ | 8,873 | $ | 8,288 | $ | 6,738 | $ | 6,946 | $ | 7,326 | ||||||||||
Real estate construction |
937 | 1,750 | 1,690 | 539 | 949 | |||||||||||||||
Real estate mortgage |
24,101 | 24,906 | 23,604 | 20,052 | 15,809 | |||||||||||||||
Installment |
6,061 | 5,614 | 5,719 | 5,122 | 4,748 | |||||||||||||||
Total |
39,972 | 40,558 | 37,751 | 32,659 | 28,832 | |||||||||||||||
Less: |
||||||||||||||||||||
Allowance for possible
loan losses |
(667 | ) | (627 | ) | (605 | ) | (579 | ) | (579 | ) | ||||||||||
Unearned income |
| | | | | |||||||||||||||
| $ | 39,305 | $ | 39,931 | $ | 37,146 | $ | 32,080 | $ | 28,253 | |||||||||||
Selected Loan Maturities
The following table shows selected categories of loans outstanding as of December 31, 2003 which, based on remaining scheduled repayments of principal, are due in the amounts indicated. Also, the amounts are classified according to the sensitivity to the changes in interest rates (in thousands).
| Maturing |
||||||||||||||||
| One Year | Over One | |||||||||||||||
| or | to | Over | ||||||||||||||
| Less (1) |
5 Years |
5 Years |
Total |
|||||||||||||
Maturity of Loans: |
||||||||||||||||
Commercial, financial and
agricultural |
$ | 6,989 | $ | 1,884 | $ | | $ | 8,873 | ||||||||
Real estate mortgage and
construction |
5,540 | 18,201 | 1,297 | 25,038 | ||||||||||||
Total |
$ | 12,529 | $ | 20,085 | $ | 1,297 | $ | 33,911 | ||||||||
Interest Rate Sensitivity of Loans: |
||||||||||||||||
With predetermined interest rates |
$ | 6,853 | $ | 20,083 | $ | 1,297 | $ | 28,233 | ||||||||
With floating interest rates (2) |
5,676 | 2 | | 5,678 | ||||||||||||
Total |
$ | 12,529 | $ | 20,085 | $ | 1,297 | $ | 33,911 | ||||||||
| (l) | Includes demand loans, loans having no stated schedule of repayments and no stated maturity and overdrafts. | |
| (2) | The floating interest rate loans generally fluctuate according to a formula based on a prime rate. |
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The following table presents information concerning the aggregate amount of nonperforming loans. Nonperforming loans comprise: (a) loans accounted for on a nonaccrual basis; (b) loans contractually past due ninety days or more as to interest or principal payments [but not included in the nonaccrual loans in (a) above];(c) other loans whose terms have been restructured to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower [exclusive of loans in (a) or (b) above]; and (d) loans now current where there are serious doubts as to the ability of the borrower to comply with present loan requirement terms (in thousands of dollars).
| December 31, |
||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
||||||||||||||||
Loans accounted for on a
nonaccrual basis |
$ | 12 | $ | 3 | $ | 8 | $ | | $ | 70 | ||||||||||
Restructured loans which are not
on nonaccrual |
| | 24 | 34 | 39 | |||||||||||||||
| 12 | 3 | 32 | 34 | 109 | ||||||||||||||||
Other real estate and repossessed
assets received in complete or
partial satisfaction of loan
obligations |
| | | | | |||||||||||||||
Total nonperforming assets |
$ | 12 | $ | 3 | $ | 32 | $ | 34 | $ | 109 | ||||||||||
Loans contractually past due 90
days or more as to principal
or interest, but which were
not on nonaccrual |
$ | -0- | $ | 4 | $ | 16 | $ | 11 | $ | 8 | ||||||||||
At December 31, 2003, the recorded investment in loans that were considered to be impaired under SFAS No. 114 was $12,000, with the related allowance for loan losses of $-0-.
The effect of nonperforming loans on interest income has not been substantial in the past five years. Had interest been accrued on the nonperforming loans, interest income would have been recorded in the amount of $400, $200, $500, $3,857 and $9,501 for the years 2003, 2002, 2001, 2000 and 1999, respectively. Interest income in the amount of $-0-, $-0-, $-0-, $2,490 and $2,733 on nonperforming loans during 2003, 2002, 2001, 2000 and 1999, respectively, was recorded.
At December 31, 2003, 2002, 2001, 2000 and 1999, there were no significant commitments to lend additional funds to debtors whose loans were considered to be nonperforming.
The Bank places loans on nonaccrual when the borrower is no longer able to make periodic interest payments due to a deterioration of the borrowers financial condition.
At December 31, 2003, the Bank has an insignificant amount of loans for which payments are current, but the borrowers are experiencing financial difficulties. These loans are subject to constant management attention, and their classification is reviewed on a monthly basis.
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Summary of Loan Loss Experience
The following table summarizes loan balances at the end of each period and average loans based on daily average balances for 2003, 2002, 2001, 2000, and 1999; changes in the allowance for possible loan losses arising from loans charged off and recoveries on loans previously charged off by loan category; and additions to the allowance which have been charged to expense (in thousands of dollars):
| Year Ended December 31, |
||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
||||||||||||||||
Amount of loans outstanding
at end of period |
$ | 39,972 | $ | 40,558 | $ | 37,751 | $ | 32,659 | $ | 28,832 | ||||||||||
Average amount |
$ | 39,995 | $ | 38,959 | $ | 35,534 | $ | 29,974 | $ | 26,880 | ||||||||||
Allowance for Possible Loan Losses (In thousands of dollars)
| Year Ended December 31, |
||||||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
||||||||||||||||
Beginning balance |
$ | 627 | $ | 605 | $ | 579 | $ | 579 | $ | 596 | ||||||||||
Provision charged against income |
42 | 42 | 42 | 11 | | |||||||||||||||
| 669 | 647 | 621 | 590 | 596 | ||||||||||||||||
Charge-offs: |
||||||||||||||||||||
Commercial, financial and
agricultural loans |
| | (3 | ) | (3 | ) | (13 | ) | ||||||||||||
Real estate mortgage loans |
(1 | ) | (4 | ) | | | | |||||||||||||
Real estate construction loans |
| | | | | |||||||||||||||
Installment loans |
(6 | ) | < | |||||||||||||||||