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EX-32 - EXHIBIT 32 - BOL BANCSHARES INCex32.htm
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EX-31.1 - EXHIBIT 31.1 - BOL BANCSHARES INCex31_1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
COMMISSION FILE NUMBER 0-16934


BOL BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

LOUISIANA
72-1121561
(STATE OF INCORPORATION)
(IRS EMPLOYER IDENTIFICATION NO.)

300 ST. CHARLES AVENUE, NEW ORLEANS, LA
70130
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)


(504) 889-9400
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
   
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE

Common Stock, par value $1.00 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes £ No T

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ No T
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 T                      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 registrant’s 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. T

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer £
Accelerated filer £
 
Non-accelerated filer £
Smaller reporting company T
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).              Yes £ No T

As of February 28, 2010, the aggregate market value of the voting common equity stock held by non-affiliates of the registrant was $2,261,376.  For this purpose, certain executive officers and directors are considered affiliates.

The number of shares of Common Stock outstanding as of February 28, 2010 was 179,145.
 


 
1

 

Cross Reference Index

Page
     
       
Part I
     
       
Item 1:
 
3
Item 2:
 
5
Item 3:
 
6
Item 4:
 
7
       
Part II
     
       
Item 5:
 
7
Item 6:
 
8
Item 7:
  31
Item 8:
 
67
Item 8A(T):
 
67
Item 8B:
 
67
       
Part III
     
       
Item 9:
 
68
Item 10:
 
69
Item 11:
 
70
Item 12:
 
71
Item 13:
  71
   
71
   
71
Item 14:
 
71
   
72

 
2


Item 1 Description of Business
Here and after BOL Bancshares, Inc. shall be referred to as the Company and subsidiary Bank of Louisiana shall be referred to as the Bank.

History and General Business
The Company was organized as a Louisiana corporation on May 7, 1981, for the purpose of becoming a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”).  The Company remained inactive until April 29, 1988, when it acquired the Bank in a three-bank merger of the Bank of Louisiana in New Orleans (the “Old Bank”), Bank of the South (“South Bank”), and Fidelity Bank & Trust Company, all Louisiana state-chartered banks.  The Old Bank was the surviving bank in the merger and subsequently changed its name to the Bank’s current name.  The merger was originally accounted for as a “purchase”, but after discussions with the Securities and Exchange Commission, the accounting treatment of the merger was changed to a manner similar to a “pooling of interests”.  [Since the change in accounting treatment, the Company has recast its financial statements, to reflect “pooling” accounting.]  In addition, at the time of the bank’s merger, the Company merged with BOS Bancshares, Inc., a Louisiana corporation, and the registered bank holding company for South Bank.  The Company was the surviving entity in that merger.  The Company is the sole shareholder and registered bank holding company of the Bank.

Other than owning and operating the Bank, the Company may also engage, directly or through subsidiary corporations, in those activities closely related to banking that are specifically permitted under the BHC Act.  See “Supervision and Regulation Enforcement Action”.  The Company, after acquiring the requisite approval of the Board of Governors of the Federal Reserve System (the “FRB”) and any other appropriate regulatory agency, may seek to engage de novo in such activities or to acquire companies already engaged in such activities.  The Bank has formed BOL Assets, LLC to engage in the permissible activity of holding real estate from loans which were in default and held past the FDIC’s time limits.  There can be no assurance, however, that the Company will not form or acquire any other entity in the future.

If the Company attempts to form or acquire other entities and engage in activities closely related to banking, the Company will be competing with other bank holding companies and companies currently engaged in the line of business or permissible activity in which the Company might engage, many of which have far greater assets and financial resources than the Company and a greater capacity to raise additional debt and equity capital.  See “Territory Served and Competition”.

Forward-Looking Statements are Subject to Change
We make certain statements in this document as to what we expect may happen in the future.  These statements usually contain the words “believe”, “estimate”, “project”, “expect”, “anticipate”, “intend” or similar expressions.  Because these statements look to the future, they are based on our current expectations and beliefs.  Actual results or events may differ materially from those reflected in the forward-looking statements.  You should be aware that our current expectations and beliefs as to future events are subject to change at any time, and we can give no assurances that the future events will actually occur.
 
Critical Accounting Policies
In reviewing and understanding financial information of the Company, you are encouraged to read and understand the significant accounting policies used in preparing our consolidated financial statements.  These policies are described in Note A of the notes to our consolidated financial statements included in this Form 10-K.  Our accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry.  Accordingly, the consolidated financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented.  The following policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results.  These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

Allowance for Loan Losses.
We have identified the evaluation of the allowance for loan losses as a critical accounting policy where amounts are sensitive to material variation.  The allowance for loan losses is established through a provision for loan losses charged to expense.  Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely.  Subsequent recoveries are added to the allowance.  The allowance is an amount that management believes will cover known and inherent losses in the loan portfolio, based on evaluations of the collectability of loans.  The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions.  This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impacted loans, value of collateral, estimated losses on our commercial and residential loan portfolios and general amounts for historical loss experience.  All of these estimates may be susceptible to significant change.

 
3


Banking Industry
The Company derives its revenues largely from dividends from the Bank when the Bank upstreams dividends.  As is the case with any financial institution, the profitability of the Bank is subject, among other things, to fluctuating availability of money, loan demand, changes in interest rates, actions of fiscal and monetary authorities, and economic conditions in general.  See “Banking Products and Services”, “Supervision and Regulation Enforcement Action”, and “Management’s Discussion and Analysis”.

Banking Products and Services
The Bank is a full service commercial bank that provides a wide range of banking services for its customers.  Some of the major services that it offers include checking accounts, negotiable order of withdrawal (“NOW”) accounts, individual retirement accounts (“IRAs”), savings and other time deposits of various types, and business, real-estate, personal use, home improvement, automobile, and a variety of other loans, as discussed more fully below.  Other services include letters of credit, safe deposit boxes, traveler’s checks, credit cards, wire transfer, e-banking, night deposit, and drive-in facilities.  Prices and rates charged for services offered are competitive with the area’s existing financial institutions in the Bank’s primary market area.

The Bank offers a wide variety of fixed and variable rate loans to qualified borrowers.  With regard to interest rates, the Bank continues to meet legal standards while remaining competitive with the existing financial institutions in its market area.  The specific types of loans that the Bank offers include the following:

Consumer Loans.  The Bank’s consumer loans consist of automobile, mobile home, recreational vehicle, and boat loans; home improvement and second-mortgage loans; secured and unsecured personal expense loans; and educational loans.

Real Estate Loans.  The Bank’s real estate loans consist of residential first and second mortgage loans on one-to-four family homes; construction and development loans; multiple dwelling unit loans; housing rehabilitation loans; loans to purchase developed real property; and commercial real estate loans.

Commercial Loans (Secured and Unsecured).  The Bank’s commercial loans consist of working capital loans, secured and unsecured lines of credit, and small equipment loans.

Credit Cards.  The Bank offers a variety of nationally recognized credit cards, in addition to its own Mr. Bol credit card, and private label credit cards for use at retail establishments nationwide.  As of December 31, 2009 the Bank held $7,113,000 in credit card debt.

The Bank has a number of proprietary accounts it services which is included above.  These accounts consist largely of small to medium sized merchants who have issued their own private-label credit cards.  The Bank acquires these credit card accounts, typically with reserves posted, and requires the merchant to repurchase accounts 180 days or more past due.  As of December 31, 2009 the Bank held $424,000 in proprietary accounts.

 
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Territory Served and Competition
Market Area.  The market area for the Bank is defined in the Bank’s Community Reinvestment Act Statement as the greater New Orleans metropolitan area.  This area includes all of the City of New Orleans and surrounding Parishes.  The Bank has branch offices in Orleans, Jefferson, and St. Tammany Parishes.

Population.  The U.S. Census Bureau’s latest estimates on the population of New Orleans ranks the parish the third fastest-growing county in the nation at 321,000.  Metro wide, New Orleans gained more than 10,000 residents, boosting the metro population to more than 1.23 million people.

Competition.  The Bank competes with other commercial banks, savings and loan associations, credit unions, and other types of financial services providers in the New Orleans metropolitan area. The Bank is one of the smallest commercial banks in New Orleans in terms of assets and deposits.

Economy.  While there is still a long way to go, considerable measurable progress is being made toward the New Orleans region’s gradual economic recovery in the aftermath of the widespread devastation wreaked by Hurricanes Katrina (August 29, 2005) and Rita (September 24, 2005).  Thanks to the convergence of a number of factors; education reform, an influx of young entrepreneurial talent, a motivated labor force & a business-friendly government, New Orleans was ranked No. 8 on Forbes list of top cities for relocation.  According to the Louisiana Workforce Commission, the New Orleans metro area gained nearly 100,000 nonfarm jobs between October 2005 & June 2009 and more than 7,000 new businesses have opened.

Governmental agencies and coalitions have crafted and embraced comprehensive plans for rebuilding New Orleans and its surrounding parishes for the near, medium and long term.  Our communities and citizens are working hard to make a solid come-back.  Our vision is one of a more livable, sustainable and safer future for New Orleans, which will include all the rich cultural and architectural heritage that has made the region so beloved to natives and visitors alike.

The recession in the broader economy could have an adverse effect on Bank of Louisiana’s financial condition.  Recessionary conditions and a subsequent period of slow recovery in the broader economy could adversely affect the financial capacity of businesses and individuals in our market area.  These conditions could, among other consequences, increase the credit risk inherent in the current loan portfolio, restrain new loan demand from creditworthy borrowers, prompt the Bank to tighten its underwriting criteria and reduce liquidity in the Bank’s customer base and the level of deposits that they maintain.  These economic conditions could also delay the correction of the imbalance of supply and demand in certain real estate markets. Legislative and regulatory actions taken in response to these conditions could impose additional restrictions and requirements on the Bank.  The current and further deterioration in the residential construction and commercial real estate markets may lead to increased nonperforming assets in Bank of Louisiana’s portfolio and increased provisions for losses on loans, which could have a material adverse effect on our capital, financial condition and results of operation.

Employees.  As of December 31, 2009, the Bank had 72 full-time and approximately 10 part-time employees, including executive officers, loan and other banking officers, branch personnel, operations personnel and other support personnel.  The Bank considers its relationship with its employees to be very good.  The employee benefit programs provided by the Bank include group life and health insurance, paid vacations, sick leave, and a Section 401(k) savings plan.  The Company has no employees who are not employees of the Bank.  See “Executive Compensation”.

Item 2 Description of Property.  In addition to its main office, the Bank has five branch locations and an operations center.  Set forth below is a description of the offices of the Bank.

Main Office.  The main office of the Company is located at 300 St. Charles Avenue in the central business district of New Orleans, Louisiana.  The building consists of approximately 13,100 square feet of office space, and parking is provided on the streets and commercial lots nearby.  The Bank occupies the ground floor and the fourth floor.  The second and third floors are leased.  Rental income received is $2,543 per month.  The lease commenced December 15, 2003 and terminates on December 15, 2018.  The Bank owns the building.

 
5


Severn Branch.  The Severn Branch of the Bank is located in the central business district of Metairie at 3340 Severn Avenue, Metairie, Louisiana.  The premises consist of approximately 4,600 total square feet of office space on the first floor of a four-story office building, and parking is provided for approximately 100 cars.  On August 20, 2007 for a price of $4,650,000 the Bank purchased the land and improvements from Severn South Partnership to which the Bank was paying rent.  The property consists of a four story building with offices that are leased to other businesses.   The purchase was approved by FDIC (Federal Deposit Insurance Corp) and OFI (Office of Financial Institutions, State of Louisiana) on August 6, 2007 with the stipulation that the investment in fixed assets not exceed 50 percent of its equity capital and reserves by December 31, 2008.  The percentage as of December 31, 2009 was 44.62%.  Prior to August 6, 2007, the Bank leased office space from Severn South Partnership.  The general partner of Severn South Partnership is a majority shareholder in BOL BANCSHARES, INC.  Rent paid to Severn South Partnership for the year ended December 31, 2007 (prior to the purchase described above) totaled $247,407.  Rental income received during 2009 was $260,464.

Oakwood Branch.  The Oakwood Branch of the Bank is located in the Oakwood Shopping Center at 197 Westbank Expressway, Gretna, Louisiana.  The premise consists of approximately 3,730 total square feet of office space, which includes 1,560 square feet designated for its drive-in facility.  The Bank leases the lobby and drive-in facility from Oakwood Shopping Center, Ltd.  There was heavy storm damage to this shopping center and the Bank has relocated its branch to another location within the shopping center and reopened during the 4th quarter of 2007.  The lease will expire November 14, 2016 with a monthly lease amount of $13,066 per month.

Lapalco Branch.  The Lapalco Branch of the Bank is located in the Belle Meade Plaza Shopping Center at 605 Lapalco Boulevard, Gretna, Louisiana.  The premises consist of approximately 2,500 square feet of office space in a one-story building, and parking is provided by the shopping center.  The lease will expire March, 2017 with a monthly lease amount of $6,384 per month.

Gause Branch.  The Gause Branch of the Bank is located in the central business district of Slidell at 636 Gause Boulevard, Slidell, Louisiana.  The building consists of approximately 13,800 total square feet of office space in a three-story office building, and parking is provided for approximately 50 cars.  The Bank owns the building and underlying land upon which it is situated.  The Bank occupies approximately 3,300 square feet in this building and leases the remaining space to various tenants for varying rental rates and terms.  Rental income received during 2009 totaled $72,888.

Tammany Mall Branch.  The Tammany Mall Branch of the Bank is located at 3180 Pontchartrain, Slidell, Louisiana.  The premises consist of approximately 4,000 total square feet of office space, and parking is provided for approximately 40 cars.  The Bank owns the building.

Operations Center.  The Bank’s operations center, which houses its accounting, audit, data processing, credit card, bookkeeping, and marketing departments, is located at 3340 Severn Avenue, Metairie, Louisiana.  The building consists of approximately 44,500 total square feet of space in a four-story office building, and parking is provided for approximately 200 cars.  See “Severn Branch” above for information on the building purchase.
 
Item 3 Legal Proceedings
Because of the nature of the banking industry in general, the Company and the Bank are each party from time to time to litigation and other proceedings in the ordinary course of business, none of which (other than those described below), either individually or in the aggregate, have a material effect on the Company’s and/or the Bank’s financial condition.  Reserves for such litigation, if the Company deems such litigation to have sufficient merit or which may subject the Company to significant exposure, have been posted and are reflected in the Company’s consolidated financial statements.

 
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The following actions, however, have been brought against the Bank and, if the claimants were wholly successful on the merits, could result in significant exposure to the Bank:

1.  The Bank is a defendant in a lawsuit pending in the 22nd Judicial District Court in St. Tammany Parish.  The issues involved the clearing of a safety deposit box at the Gause branch by a notary with authority from the court to do so in the succession of the owner of the box.  The plaintiff has recently filed a motion for summary judgment.  We will respond with a motion to dismiss for lack of prosecution.  It is doubtful that the Bank has any exposure.

2.  The Bank entered into an agreement with a company for disaster protection.  The company had a contract to provide technical and physical backup in the event the Bank’s data systems were impaired by a natural disaster.  When Katrina hit, however, the company woefully failed to provide the services agreed and the Bank made a demand for payment of $901,992.50.  The Bank filed suit and the case resulted in a judgment in favor of the company for approximately $90,000.  That judgment has been paid.  The issue of legal fees owed by the bank to the company remains in dispute.

3.  The Bank originally sued for declaratory relief regarding the Bank’s right to suspend some of the payments due to Katrina.  The owner’s parent company is in bankruptcy and our litigation has been stayed.

Item 4 Submission of Matters to a Vote of Security Holders

There were no matters submitted, during the fourth quarter of fiscal year 2009 to a vote of security holders, through the solicitation of proxies.

Item 5 Market for Registrant's Common Equity and Related Stockholder Matters

There is no established trading market in the shares of Bank Stock, as the Company owns 100% of the issued and outstanding shares of Bank Stock.  There is no established trading market in the shares of Company Common Stock.  The Company Common Stock is not listed or quoted on any stock exchange or automated quotation system.  Management is aware, however, that Dorsey & Company, New Orleans, Louisiana does make a market in the Company Common Stock.  The following table sets forth the range of high and low sales prices of Company Common Stock since 2008, as determined by the Company based on trading records of Dorsey & Company.  The following table does not purport to be a listing of all trades in Company Common Stock during the time periods indicated, but only those trades of which Dorsey and Company has informed the Company.  The prices indicated below do not reflect mark-ups, mark-downs, or commissions, but do represent actual transactions.  Finally, the prices listed below are not necessarily indicative of the prices at which shares of Company Stock would trade.  As of December 31, 2009, the Company had approximately 598 shareholders of record.  There were no dividends declared on the Company common stock for the years ended 2009 or 2008.

   
2009
   
2008
 
                         
   
High
   
Low
   
High
   
Low
 
First Quarter
    -       -       -       -  
Second Quarter
    -       -       -       -  
Third Quarter
    -       -       36.60       33.00  
Fourth Quarter
    32.00       25.65       -       -  
 
No dividends were paid on shares of Company Common stock in 2009 or 2008.

 
7


Annual Shareholders Meeting
The Annual Meeting of the shareholders of Registrant will be held at 300 St. Charles Avenue, 4th Floor, New Orleans, Louisiana, on Tuesday April 13, 2010 at 3:30 p.m.

Independent Auditors
LaPorte, Sehrt, Romig & Hand, 110 Veterans Memorial Blvd., Suite 200, Metairie, LA 70005-4958.

Item 6 MANAGEMENT’S DISCUSSION AND ANALYSIS
The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition and results of operations of BOL Bancshares, Inc. (the “Company”) and its bank subsidiary, (the “Bank”) for the years ending December 31, 2009, 2008, and 2007.  This discussion and analysis should be read in conjunction with the consolidated financial statements, related notes, and selected financial data appearing elsewhere in this report.

This discussion may contain certain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated.  Readers are cautioned not to place undue reliance on these forward-looking statements.

Quantitative and Qualitative Disclosures about Market Risk, Catastrophic Events, and Future Growth
Management considers interest rate risk to be a market risk that could have a significant effect on the financial condition of the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and/or operating results.  Difficult conditions in the financial services markets may materially and adversely affect the business and results of operations of the Bank and the Company.

Dramatic declines in the housing market during the past year, along with falling home prices and increasing foreclosures and unemployment, have resulted in significant write downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks.  These write-downs, initially of mortgage-backed securities by spreading to credit default swaps and other derivative securities, have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions, and, in some cases, to fail.  Many lenders and institutional investors have reduced, and in some cases, ceased to provide funding to borrowers, including other financial institutions.  This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility, and widespread reduction of business activity generally, which could have a material adverse effect on our business and operations.  A worsening of these conditions would likely exacerbate any adverse effects of these difficult market conditions on us and others in the financial institutions industry.  As a rule however, the majority of small community banks, such as Bank of Louisiana, have strong reserve positions and are well capitalized.

The occurrence of catastrophic events such as hurricanes, tropical storms, earthquakes, windstorms, floods, severe winter weather, fires and other catastrophes could adversely affect our consolidated financial condition or results of operations.  Unpredictable natural and other disasters could have an adverse effect on us in that such events could materially disrupt our operations or the ability or willingness of our customers to access financial services offered by us.  The incidence and severity of catastrophic events could nevertheless reduce our earnings and cause volatility in our financial results for any fiscal quarter or year and have a material adverse effect on our financial condition or results of operation.

The Company is a customer-focused organization.  Future growth is expected to be driven in a large part by the relationships maintained with customers.  While the Company has assembled an experienced management team, and has management development plans in place, the unexpected loss of key employees could have a material adverse effect on the Company’s business and may result in lower revenues.

 
8


Hurricane Katrina Disclosure
Insurance proceeds received for storm damages caused by Hurricane Katrina has covered the damages sustained to the Bank’s branches.  Ample proceeds remain in the contingency account to cover the small percentage of repairs remaining.  Of the 7 branch locations that were affected by Hurricane Katrina, only the Carrollton branch was not reopened. The remaining funds totaling $817,077 were taken into income in 2009 after the completion of all repairs.

Overview
The Company provides a full range of quality financial services in selected market areas.  As of December 31, 2009, the Company’s total assets were $92,652,000 as compared to $95,506,000 at December 31, 2008.  This is due to deposits shrinking back to their pre-Katrina levels absent of FEMA and insurance proceeds.

Loans comprise the largest single component of the Bank’s interest-earning assets and provide a far more favorable return than other categories of earnings assets.  The Bank’s loans totaled $58,303,000, and $55,608,000 net of unearned discount and Allowance for Loan Losses at December 31, 2009, and 2008.  The Bank’s net interest margin was 6.79% for the year ended December 31, 2009 as compared to 6.77% for the year ended December 31, 2008.

Historically, credit card loans have been an important part of the Bank’s total loan portfolio.  However, the Bank has been diversifying its earning assets into commercial and installment loans.  At December 31, 2009, credit card loans were $7,113,000 and represented 12.20% of the Bank’s net loan portfolio of $58,303,000.  At December 31, 2008, credit card loans were $7,591,000 and represented 13.65% of the Bank’s loan portfolio of $55,608,000.

The Bank’s current strategy is to continue to grow its traditional banking operations primarily in the metropolitan New Orleans area and to expand its proprietary accounts, so long as it can maintain the minimum required Tier 1 leverage ratio required.  The Bank focuses on providing its customers with the financial sophistication and breadth of products of a regional bank while successfully retaining the local appeal and level of service of a community bank.

Results of Operations

Net Income - December 31, 2009 Compared to December 31, 2008

The Company’s net income for the year 2009 was $135,000, or $0.75 per share, a decrease of $589,000, or a decrease of $3.29 per share, from the Company’s net income of $724,000 in 2008.

Net interest income, which is total interest income (including fees) less total interest expense, was $5,627,000 in 2009 compared to $6,358,000 in 2008.

Interest on earning assets decreased $1,105,000 from $7,216,000 in 2008 to $6,111,000 in 2009.  $623,000 of the interest reduction on earning assets was due to the decrease in interest income earned on the sale of Federal Funds from $648,000 earned in 2008 to $25,000 earned in 2009.  This interest income reduction was due in part by the Federal Reserve’s adoption of a Zero Interest Rate Policy thereby decreasing the rates earned on Federal Funds Sold from an average of 2.00% paid in 2008 down to an average of 0.15% paid in 2009.  In addition, the average amount of Federal Funds available to sell in 2009 decreased from $32,448,000 in 2008 to $16,677,000 in 2009. Interest income on investments decreased $74,000 from $108,000 earned in 2008 to $34,000 in 2009. This interest income decrease was due to the yields derived on security investments falling from an average of 2.73% received in 2008 to 1.35% received in 2009.  In addition, due to the falling rates, the Bank reduced the average amount invested in securities from $3,957,000 in 2008 down to $2,510,000 in 2009, until such time as the market improves. As an alternative investment the Bank invested in several time deposits with various banks totaling an average of $4,294,000 earning $58,000 due to a yield of 1.35%. Interest income generated by the loan portfolio decreased a total of $461,000 from $6,460,000 in 2008 to $5,994,000 in 2009, due to the decrease in rates charged from 11.24% in 2008 to 10.09% charged in 2009.

 
9


Interest on deposits decreased $354,000 from $745,000 in 2008 to $391,000 in 2009.  This decrease was due to a drop in interest bearing deposits of $4,702,000, from $49,356,000 in 2008 as compared to $44,654,000 in 2009.  In addition the average rates paid on deposits decreased from an average of 1.51% in 2008 to 0.87% in 2009.

The provision for loan losses increased $279,000 from $257,000 in 2008 to $536,000 in 2009.  Net charge-offs on Commercial loans increased $157,000 from a net recovery of ($20,000) in 2008 to a net charge-off of $137,000 in 2009.  Credit Card net charge-offs increased $112,000 from $268,000 in 2008 to $380,000 in 2009.

Non-interest income increased $273,000 from $1,716,000 in 2008 to $1,989,000 in 2009.  This increase was due to a mix of an increase of $385,988 in the other miscellaneous income category, from $580,000 in 2008 due to a gain on the sale of Visa stock, to $966,503 in 2009 which consisted primarily of Katrina insurance proceeds remaining and taken into income, after all storm damage repairs were completed, and a decrease of $88,000 in service charge income from $505,000 in 2008 to $417,000 in 2009.  In addition, credit card fees decreased $70,000 from $294,000 in 2008 to $224,000 in 2009 and other credit card income decreased $87,000 from $492,000 in 2008 to $405,000 in 2009.  The decreases in credit card noninterest income are due to a decrease in outstanding credit card balances totaling approximately $1,575,000 from an average of $8,602,000 average outstanding in 2008 to an average of $7,027,000 outstanding in 2009.

Non-interest expense increased $212,000 from $6,656,000 in 2008 to $6,868,000 in 2009.  This increase was primarily due to an increase in salaries and benefits, which increased $67,000 from $2,697,000 in 2008 to $2,764,000 in 2009, as well as an increase in insurance and assessments, which increased $131,000 from $93,000 in 2008 to $224,000 in 2009, due to the special assessments imposed by the FDIC for failed banks.  In addition, other losses increased $180,000 in part due to the Bank having to pay a contract for services to a major company designated as a back-up during Katrina disaster.  When the company failed to perform according to the contract, the Bank sued for breach of contract.  However, the judge ruled from the bench that the Bank was liable to pay the remainder of the service contract in the amount of $84,000.  Additional other loses incurred by the Bank included $24,000 in fraud at the branch level and credit card fraud of $21,000 during 2009.  These increases were partially offset by a decrease in outsourcing expense of $147,000, from $1,468,000 in 2008 to $1,321,000 in 2009, as a result of the reduction in outstanding credit card balances for 2009.

Net Income - December 31, 2008 Compared to December 31, 2007

The Company’s net income for the year 2008 was $724,000, or $4.04 per share, a decrease of $752,000, or a decrease of $4.20 per share, from the Company’s net income of $1,476,000 in 2007.

Net interest income, which is total interest income (including fees) less total interest expense, was $6,358,000 in 2008 compared to $7,804,000 in 2007.

Interest on earning assets decreased $1,401,000 from $8,617,000 in 2007 to $7,216,000 in 2008.  Interest income on federal funds sold decreased $660,000 due to a decrease in the average interest rate from 4.99% in 2007 to an average interest rate of 2.00% in 2008.  The average balance of Federal Funds sold increased $6,249,000 from $26,199,000 in 2007 to $32,448,000 in 2008. Interest income on investment securities decreased $335,000 from $443,000 earning 3.58% in 2007 to $108,000 earning 2.72% in 2008 due to a decrease in average investment securities of $8,413,000 from $12,370,000 in 2007 to $3,957,000 in 2008.  Taxable-equivalent income on loans decreased $406,000 or 5.91% from $6,866,000 in 2007 to $6,460,000 in 2008.  This decrease was primarily the result of a decrease of $1,046,000 in the average balance of loans, from $58,502,000 in 2007 to $57,456,000 in 2008, and a decrease in the average interest rate from 11.74% in 2007 to 11.24% in 2008.

 
10


Interest on deposits increased $45,000 from $700,000 in 2007 to $745,000 in 2008.  This increase resulted primarily from an increase in the average balance of interest bearing deposits from $46,173,000 in 2007 to $49,356,000 in 2008.  The average interest rate paid on deposits was 1.52% in 2007 as compared to 1.51% in 2008.

The provision for loan losses decreased $20,000 from $277,000 in 2007 to $257,000 in 2008.  Net charge-offs were $277,000 in 2007 compared to $257,000 in 2008.

Non-interest income increased $289,000.  This increase was due mainly to the sale of Visa stock for a gain of $578,000.  This was offset by a decrease in deposit related fees of $106,000 of which $47,000 was due to a decrease of fees collected on overdrawn accounts and a decrease of $38,000 in the service charge collected on commercial accounts.  Cardholder and other credit card fees decreased $50,000.  Other real estate income decreased $88,000 due to the gain of an OREO sale of $88.000 in 2007, as compared to $0 in 2008.  Miscellaneous income decreased $58,000 due mainly to the settlement of a lawsuit $50,000 against another bank and $7,000 as a gain on the sale of MasterCard Stock, both of which occurred in 2007.

Non-interest expense decreased $102,000. The major components of this decrease was a decrease of $52,000 in Salaries and Employee Benefits, and a decrease of $52,000 in ORE expenses.

Income tax expense decreased $284,000 in 2008 compared to the same period last year from $721,000 in 2007 to $437,000 in 2008 due to the decrease in pretax net income of $1,036,000 from 2007 to 2008.

 
11


The following table shows interest income on earning assets and related average yields, as well as interest expense on interest bearing liabilities and related average rates paid for the years 2009, 2008 and 2007.

TABLE 1 Average Balances, Interests and Yields

         
2009
               
2008
               
2007
       
(Dollars in Thousands)
 
Average Balance
   
Interest
   
Yield/Rate
   
Average Balance
   
Interest
   
Yield/Rate
   
Average Balance
   
Interest
   
Yield/Rate
 
                                                       
ASSETS
                                                     
INTEREST-EARNING ASSETS:
                                                     
Loans, net of Unearned income (1)(2)
    59,382       5,994       10.09 %     57,456       6,460       11.24 %     58,502       6,866       11.74 %
Certificates of Deposits
    4,294       58       1.35 %     0       0       0.00 %     0       0       0.00 %
Investment securities
    2,510       34       1.35 %     3,957       108       2.73 %     12,370       443       3.58 %
Federal funds sold
    16,677       25       0.15 %     32,448       648       2.00 %     26,199       1,308       4.99 %
Total Interest-Earning Assets
    82,863       6,111       7.37 %     93,861       7,216       7.69 %     97,071       8,617       8.88 %
                                                                         
Cash and due from banks
    3,021                       3,431                       3,946                  
Allowance for loan Losses
    (1,794 )                     (1,813 )                     (1,803 )                
Premises and equipment
    6,332                       6,811                       4,001                  
Other Real Estate
    1,398                       1,077                       1,105                  
Other assets
    1,071                       1,311                       1,284                  
TOTAL ASSETS
    92,893                       104,678                       105,604                  
                                                                         
                                                                         
                                                                         
LIABILITIES AND SHAREHOLDERS' EQUITY
                                                                       
INTEREST-BEARING LIABILITIES:
                                                                       
Deposits:
                                                                       
Demand Deposits
    13,649       75       0.55 %     15,802       150       0.95 %     15,487       214       1.38 %
Savings deposits
    21,441       78       0.37 %     22,918       215       0.94 %     24,505       271       1.11 %
Time deposits
    9,564       238       2.49 %     10,636       380       3.57 %     6,181       215       3.48 %
Total Int-Bearing Deposits
    44,654       391       0.87 %     49,356       745       1.51 %     46,173       700       1.52 %
                                                                         
Long-Term debt
    1,410       93       6.65 %     1,543       113       7.32 %     1,544       113       7.32 %
Total Interest-Bearing Liabilities
    46,065       484       1.05 %     50,899       858       1.69 %     47,717       813       1.70 %
                                                                         
Non-interest-bearing deposits
    33,967                       40,168                       45,799                  
Other liabilities
    1,270                       2,185                       2,199                  
Shareholders' equity
    11,591                       11,426                       9,889                  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
    92,893                       104,678                       105,604                  
Net Interest Income
            5,627                       6,358                       7,804          
Net Interest Spread
                    6.32 %                     6.00 %                     7.17 %
Net Interest Margin
                    6.79 %                     6.77 %                     8.04 %
(1) Fee income relating to loans of $374,000 in 2009, $513,000 in 2008 and $452,000 in 2007 is included in interest income.
(2) Non-accrual loans are included in average balances and income on such loans, if recognized, is recognized on the cash basis.

 
12


The below table presents changes in interest income and interest expense, and distinguishes between the changes related to increases or decreases in average outstanding balances of interest-earning assets and interest-bearing liabilities (volume), and the changes related to increases or decreases in average interest rates on such assets and liabilities (rate) for the years ended December 31.

Table 2 Rate/Volume Analyses (1)

   
2009 vs 2008 Increase (Decrease)
   
2008 vs 2007 Increase (Decrease)
 
                                     
   
Due to Change in:
         
Due to Change in:
       
(Dollars in Thousands)
 
Rate
   
Volume
   
Total
   
Rate
   
Volume
   
Total
 
                                     
Net Loans
    (682 )     217       (466 )     (283 )     (123 )     (406 )
Cert of Deposits
    58       0       58       0       0       0  
Investment Securities
    (35 )     (40 )     (74 )     (34 )     (301 )     (335 )
Federal Funds Sold
    (308 )     (315 )     (623 )     (972 )     312       (660 )
Total Interest Income
    (967 )     (138 )     (1,105 )     (1,289 )     (112 )     (1,401 )
                                                 
Deposits:
                                               
Demand Deposits
    (56 )     (20 )     (76 )     (68 )     4       (64 )
Savings Deposits
    (122 )     (14 )     (136 )     (38 )     (18 )     (56 )
Time Deposits
    (104 )     (38 )     (142 )     10       155       165  
Total Int-Bearing Dep
    (282 )     (72 )     (354 )     (96 )     141       45  
Long-Term Debt
    (10 )     (10 )     (20 )     0       (0 )     0  
Total Interest Expense
    (292 )     (82 )     (374 )     (96 )     141       45  
Change in net interest income
    (675 )     (56 )     (731 )     (1,193 )     (253 )     (1,446 )
(1) The change in interest due to both rate and volume has been allocated to the components in proportion to the relationship of the dollar amounts of the change in each.

Interest Sensitivity Gap Analysis
The major elements management utilizes monthly to manage interest rate risk include the mix of fixed and variable rate assets and liabilities and the maturity pattern of assets and liabilities.  It is the Bank’s policy not to invest in derivatives in the ordinary course of business.  The Bank performs a quarterly review of assets and liabilities that reprice and the time bands within which the repricing occurs.  Balances are reported in the time band that corresponds to the instruments’ next repricing date or contractual maturity, whichever occurs first.  Through such analysis, the Bank monitors and manages its interest sensitivity gap to minimize the effects of changing interest rates.

The interest rate sensitivity structure within the Company’s balance sheet at December 31, 2009, has a net interest sensitive asset gap of 28.38% when projecting out one year.  In the near term, defined as 90 days, the Company currently has a net interest sensitive liability gap of -5.03%.  The information represents a general indication of repricing characteristics over time; however, the sensitivity of certain deposit products may vary during extreme swings in the interest rate cycle.  Since all interest rates and yields do not adjust at the same velocity, the interest rate sensitivity gap is only a general indicator of the potential effects of interest rate changes on net interest income.

 
13


The following table illustrates the Bank’s interest rate sensitivity analysis at December 31, 2009, as well as the cumulative position at December 31, 2009:

TABLE 3 Asset/Liability and Gap Analysis

   
December 31, 2009
 
   
1-30 Days
   
31-60 Days
   
61-90Days
   
91-365 Days
   
1 Year-5 Years
   
Over 5 Years
   
Total
 
(Dollars in Thousands)
                                         
                                           
                                           
Earning Assets
                                         
Securities-HTM
    -       -       -       999       -       -       999  
Securities - AFS
    -       -       -       -       -       31       31  
Loans
    11,413       2,026       4,090       33,000       7,391       383       58,303  
Cert of Deposits
    990       490       1,244       2,470       -       -       5,194  
Federal Funds sold
    14,550       -       -       -       -       -       14,550  
                                                         
Total Earning Assets
    26,953       2,516       5,334       36,469       7,391       414       79,077  
                                                         
Non Earning Assets
    -       -       -       -               12,795       12,795  
                                                         
TOTAL ASSETS
    26,953       2,516       5,334       36,469       7,391       13,209       91,872  
                                                         
                                                         
Interest-Bearing Liabilities
                                                       
                                                         
Savings & Now accounts
    32,596       -       -       -       -       -       32,596  
Money market
    4,053       -       -       -       -       -       4,053  
CD's < $100,000
    539       770       334       3,479       1,680       -       6,802  
CD's > $100,000
    725       405       -       2,302       378       -       3,810  
                                                         
Total Interest-
                                                       
Bearing Liabilities
    37,913       1,175       334       5,781       2,058       -       47,261  
Non-Costing Liabilities
    643       -       -       -       -       43,968       44,611  
                                                         
TOTAL LIABILITIES
                                                       
AND EQUITY
    38,556       1,175       334       5,781       2,058       43,968       91,872  
                                                         
Interest Sensitivity Gap
    (10,960 )     1,341       5,000       30,688       5,333       414       31,816  
Cumulative Gap
    (10,960 )     (9,619 )     (4,619 )     26,069       31,402       31,816          
Cumulative Gap/
                                                       
Total Assets
    -11.93 %     -10.47 %     -5.03 %     28.38 %     34.18 %     34.63 %        

Provision for Loan Losses
Management’s policy is to maintain the allowance for possible loan losses at a level sufficient to absorb estimated losses inherent in the loan portfolio.  The allowance is increased by the provision for loan losses and decreased by charge-offs, net of recoveries.  Management’s evaluation process to determine potential losses includes consideration of the industry, specific conditions of individual borrowers, historical loan loss experience, and the general economic environment.  As these factors change, the level of loan loss provision changes.

At December 31, 2009 and December 31, 2008 the allowance for possible loan losses was $1,800,000.  In 2009, the provision for loan losses was $536,000 compared to $257,000 in 2008.  Net charge-offs were $536,000 in 2009 compared to $257,000 in 2008.  Based on the volume of credit card charges and payments, the credit card portfolio turns over every eight to nine months, requiring a provision to loan loss allowance less than annual charge-offs due to recoveries being contemporaneously made.

 
14


TABLE 4 Allowance for Loan Losses

   
December 31,
 
   
2009
   
2008
 
   
(Dollars in Thousands)
 
             
Balance at beginning of period
  $ 1,800     $ 1,800  
Charge-Offs:
               
Commercial
    86       0  
Real estate
    57       0  
Consumer
    18       4  
Credit Cards
    540       448  
Total Charge-offs
    702       452  
Recoveries:
               
Commercial
    6       20  
Real estate
    1       0  
Consumer
    23       7  
Credit Cards
    137       168  
Total Recoveries
    167       195  
Net charge-offs
    536       257  
Provision for loan losses
    536       257  
                 
Balance at end of period
  $ 1,800     $ 1,800  
Ratio of net charge-offs during period to average loans outstanding
    0.90 %     0.45 %
Allowance for possible loan losses as a percentage of loans
    2.99 %     3.14 %

Non-interest Income
An important source of the Company’s revenue is derived from non-interest income.  For the year 2009 non-interest income increased $273,000. This increase was due to a mix of an increase in the other miscellaneous income category.  The largest being Katrina insurance proceeds in the amount of $817,077 remaining after all storm damage repairs were completed. Services Charges decreased by $37,000, NSF Charges by $62,000, Cardholder by $67,000 and Other Commissions and Fees by $18,000.

For the year 2008 non-interest income increased $289,0000. This increase was due mainly to the sale of Visa stock for a gain $578,000. This was offset by a decrease in deposit related fees of $106,000 of which $47,000 was due to a decrease of fees collected on overdrawn accounts and a decrease of $38,000 in service charge collected on commercial accounts. Cardholder and other credit card fees decreased $50,000.  Other real estate income decreased $88,000 due to the gain on an OREO sale of $88,000 in 2007, as compared to $0 in 2008.  Miscellaneous income decreased $58,000 due mainly to the settlement of a lawsuit $50,000 against another bank and $7000 as a gain on sale of MasterCard stock, both of which occurred in 2007.

 
15


The following table sets forth the major components of non-interest income for the last two years.

TABLE 5 Non-interest Income

   
December 31,
       
   
2009
   
2008
   
$ Change
 
   
(Dollars in Thousands)
       
                   
Service Charges
    200       237       (37 )
NSF Charges
    206       268       (62 )
Gain on Sale of Securities
    0       0       0  
Cardholder and Other Credit Card Inc
    431       498       (67 )
Other Comm. and Fees
    55       73       (18 )
ORE Income
    0       0       0  
Gain on Sale of ORE
    9       0       9  
Gain on Insurance Settlement
    0       0       0  
Other Income
    1,089       640       449  
                         
Total Non-interest Income
  $ 1,989     $ 1,716     $ 273  

Non-interest Expense
The major categories of non-interest expense include salaries and employee benefits, occupancy and equipment expenses and other operating costs associated with the day-to-day operations of the Company.

For the year 2009 non-interest expense increased $212,000. The major components of this increase were an increase of $68,000 in salaries and employee benefits, an increase of $132,000 in insurance and assessments due to FDIC’s increase in rate assessments and an increase of $246,000 in misc Losses in part due to the Bank having to pay a contract for services to a major company designated as a back up during Katrina disaster.  When the company failed to perform according to the contract, the Bank sued for breach of contract.  However, the judge ruled from the bench that the Bank was liable to pay the remainder of the service contract in the amount of $84,000.  Additional other loses incurred by the Bank included $24,000 in fraud at the branch level and credit card fraud of $21,000 during 2009. The offsets being Occupancy expense with a decrease of $104,000, Outsourcing fees, a decrease of $146,000 and Other Operating expense a decrease of $82,000.

For the year 2008 non interest expense decreased $102,000.  the major components of this decrease were $52,000 in salaries & employee benefits, and a decrease of $52,000 in ORE expenses.

The following table sets forth the major components of non-interest expense for the last two years:

TABLE 6 Non-interest Expenses

   
December 31,
       
   
2009
   
2008
   
$ Change
 
   
(Dollars in Thousands)
 
                   
Salaries & Benefits
    2,765       2,697       68  
Occupancy Expense
    1,040       1,144       (104 )
Loan & Credit Card Expense
    126       121       5  
Communications
    219       231       (12 )
Outsourcing Fees
    1,322       1,468       (146 )
Stationery, Forms & Supply
    92       96       (4 )
Professional Fees
    257       252       5  
Insurance & Assessments
    225       93       132  
Advertising Expense
    2       7       (5 )
Misc. Losses
    245       (1 )     246  
Promotional Expenses
    61       50       11  
ORE Expenses
    134       35       99  
Other Operating Expense
    381       463       (82 )
Total Non-interest Expense
  $ 6,868     $ 6,656     $ 212  

 
16


Provision for Income Taxes
Income tax expense for 2009 was $77,000 compared to $437,000 in 2008, and an income tax expense of $721,000 in 2007.  The income tax paid was for federal income taxes only, as Louisiana does not have an income tax for banks.  The Company’s effective tax rate approximated statutory rates.

Financial Condition
The Bank manages its assets and liabilities to maximize long-term earnings opportunities while maintaining the integrity of its financial position and the quality of earnings.  To accomplish this objective, management strives to effect efficient management of interest rate risk and liquidity needs.  The primary objectives of interest-sensitivity management are to minimize the effect of interest rate changes on the net interest margin and to manage the exposure to risk while maintaining net interest income at acceptable levels.  Liquidity is provided by carefully structuring the balance sheet.  The Bank’s asset liability committee meets regularly to review both the interest rate sensitivity position and liquidity.

Liquidity
The purpose of liquidity management is to ensure that there is sufficient cash flow to satisfy demands for credit, deposit withdrawals, and other corporate needs.  Traditional sources of liquidity include asset maturities and growth in core deposits.  These are sources of liquidity that the Bank has not fully utilized.  The Bank, nevertheless, has maintained adequate liquidity through the sale of federal funds.  Traditionally, liquidity sources for the Bank are generated from operating activities and financing activities.

Net cash from operating activities primarily results from net income adjusted for the following non-cash items:  the provision for loan losses; depreciation and amortization; fair value adjustments on foreclosed property; and deferred income taxes or benefits.

Significant financing activities generally include core deposits, securities sold under agreements to repurchase, and long-term debt.  The Bank anticipates capital needs will be met from the growth in retained earnings.

Financing activity cash flows from deposits, which decreased 2.33% to $79,087,000 in 2009 from $80,977,000 in 2008, or $1,890,000, was the primary reason for the decrease in liquidity.  As customers utilize their insurance proceeds for purchasing new homes or making repairs for the damages caused by Katrina, they are withdrawing the funds in their accounts.  Management anticipated this fact and therefore has invested the funds in readily available Federal Funds Sold to correspondent banks.  The Bank had unused sources of liquidity in the form of unused federal funds lines of $4,400,000 from a correspondent bank, and borrowing availability from the FRB discount window equal to the Bank’s principal amount of unpledged investment securities.  The Bank manages asset and liability growth through pricing strategies within regulatory capital constraints.  Management believes that its core deposit strength minimizes the risk of deposit runoff.

Loans
The loan portfolio is the largest category of the Bank’s earning assets.  The following table summarizes the composition of the loan portfolio for the last two years:

 
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TABLE 7 Loans Net by Category

   
December 31,
 
   
2009
   
2008
 
   
(Dollars in Thousands)
 
             
Real estate-mortgage
    48,939       45,693  
Commercial, financial, & agricultural
    2,444       2,170  
Consumer
    1,371       1,848  
Credit cards
    7,113       7,591  
Overdrafts
    235       106  
                 
Loans
    60,103       57,408  
                 
Less:
               
Allowance for possible loan losses
    1,800       1,800  
Loans, net
  $ 58,303     $ 55,608  

At December 31, 2009 total loans outstanding, net of allowance for loan losses, were $58,303,000 and $55,608,000 at December 31, 2008.  Average total loans during 2009 increased $1,926,000, or 3.35%, to $59,382,000 from $57,456,000 at December 31, 2008.

The Bank experienced an increase of $3,246,000 in real estate loans from $45,693,000 in 2008 to $48,939,000 in 2009, which was offset by a decrease in credit card loans of $478,000 and a decrease in personal loans of $477,000.

The following table shows the maturity distribution and interest rate sensitivity of the Bank’s loan portfolio at December 31, 2009:

TABLE 8 Loan Maturity and Interest Rate Sensitivity

   
December 31, 2009
 
   
Within One Year
   
Maturing One To 5 Years
   
Over 5 Years
   
Total
 
    (Dollars in Thousands)  
Loan Maturity by Type
                       
Real estate construction, land & land dev.
    41,986       6,263       690       48,940  
Commercial, financial & agricultural
    2,291       152       0       2,444  
All other loans
    1,272       7,448       0       8,719  
Total
  $ 45,550     $ 13,863     $ 690     $ 60,103  
                                 
                                 
Rate Sensitivity of Loans
                               
Loans:
                               
Fixed rate loans
    41,091       13,863       690       55,644  
Variable rate loans
    3,301       0       0       3,301  
Non-Accrual Loans
    1,158       0       0       1,158  
Total
  $ 45,550     $ 13,863     $ 690     $ 60,103  

 
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As of December 31, 2009 and 2008, the Bank’s recorded investment in loans that are considered impaired under SFAS 114 totaled $1,158,000 and $1,249,000, respectively.

Non-performing Assets
Non-performing assets consist of non-accrual and restructured loans and other real estate owned.  Non-accrual loans are loans on which the interest accruals have been discontinued when it appears that future collection of principal or interest according to the contractual terms may be doubtful.  Interest on these loans is reported on the cash basis as received when the full recovery of principal is anticipated or after full principal has been recovered when collection of interest is in question.  Restructured loans are those loans whose terms have been modified, because of economic or legal reasons related to the debtors’ financial difficulties, to provide for a reduction in principal, change in terms, or fixing of interest rates at below market levels.  Other real estate owned is real property acquired by foreclosure or deed taken in lieu of foreclosure.

Non-performing assets at December 31, 2009 were $3,170,000 and $2,402,000 at December 31, 2008.  During 2009, non-accrual loans decreased by $91,000 and other real estate owned increased $859,000 due to foreclosure on loans which defaulted.  At December 31, 2009, and 2008, there were no restructured loans.

Since December 31, 2008, the ratio of past due loans to total loans has decreased from .86% to .82% at December 31, 2009.  During that time, the Bank increased its ratio of non-performing assets to loans and other real estate owned from a low of 4.10% at December 31, 2008, to a high of 5.10% at December 31, 2009.  The allowance for possible loan losses as a percent of net period-end loans decreased to 2.99% at December 31, 2009, compared to 3.14% at December 31, 2008.  Management believes the allowance for possible loan losses is adequate to provide for losses inherent in the loan portfolio.

When a loan is classified as non-accrual, previously accrued interest is reversed and interest income is decreased to the extent of all interest accrued in the current year.  If any portion of the accrued interest had been accrued in the previous years, accrued interest is decreased and a charge for that amount is made to the allowance for possible loan losses.  The gross amount of interest income that would have been recorded on non-accrual loans, if all such loans had been accruing interest at the original contract rate, at December 31, 2009 was $140,000 compared to December 31, 2008 was $76,000.

TABLE 9 Non-performing Assets

   
December 31,
 
   
2009
   
2008
 
(Dollars in Thousands)
           
             
Non-accrual Loans
    1,158       1,249  
Restructured Loans
    0       0  
Other Real Estate Owned
    2,012       1,153  
Total Non-performing Assets
  $ 3,170     $ 2,402  
Loans past due 90 days or more
    1,564       491  
Ratio of past due loans to loans
    2.60 %     0.86 %
Ratio of non-performing assets to loans and other real estate owned
    5.10 %     4.10 %

Management is aware of and working with customers who experienced damage due to the hurricanes.

Allocation of Allowance for Possible Loan Losses
Allocation of the allowance for loan losses is based primarily on previous credit loss experience, adjusted for changes in the risk characteristics of each category.  Additional amounts are allocated based on the evaluation of the loss potential of individual troubled loans and the anticipated effect of economic conditions on both individual loans and loan categories.  Since the allocation is based on estimates and subjective judgment, it is not necessarily indicative of the specific amounts of loan categories in which losses may ultimately occur.

 
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Approved credit card accounts are reviewed on a monthly basis to assure compliance with the Bank’s credit policy.  Review procedures include determination that the appropriate verification process has been completed, recalculation of the borrower’s debt ratio, and analyses of the borrower’s credit history to determine if it meets established Bank criteria.  Policy exceptions are carefully analyzed monthly.  Delinquent accounts are monitored daily and charged off before 180 days, which is the industry standard.  Prior to charge-off, interest on credit card loans continue to accrue.  A monthly provision for credit card losses is included in the Bank’s overall provision for loan losses.

Table 10 Allocation of Allowance for Possible Loan Losses

   
December 31, 2009
   
December 31, 2008
 
   
Allowance
    %*    
Allowance
    %*  
   
(Dollars in Thousands)
 
Non-accrual loans
    122       1.93 %     168       2.18 %
Substandard/Impaired/Doubtful
    1,011       25.49 %     769       21.37 %
Construction loans
    71       9.84 %     76       8.23 %
Commercial, financial
                               
and agricultural
    151       41.86 %     163       47.33 %
Consumer loans
    68       8.65 %     60       7.49 %
Credit Cards
    364       11.83 %     564       13.22 %
Overdrafts
    13       0.39 %     -       0.18 %
Total
    1,800               1,800          

* Percentage of respective loan type to total loans.

Investment Securities
The Company’s investment portfolio policy is to maximize income consistent with liquidity, asset quality, regulatory constraints, and asset/liability objectives.  The Bank’s Board of Directors reviews such policy not less than annually.  The levels of taxable and tax-exempt securities and short-term investments reflect the Company’s strategy of maximizing portfolio yields while providing for liquidity needs.  The investment securities totaled $6,008,000 at December 31, 2009, and $2,824,000 at December 31, 2008.  The majority of the holdings are backed by U.S. Government or federal agency guarantees limiting the credit risks associated with these securities.  Although credit risks are minimal, interest rates and their respective interest income is subject to risk due to fluctuating interest rates.  The average maturity of the securities portfolio was one year or less at December 31, 2009.  At year-end 2009, $814,000 of the Company’s investment securities were classified as available-for-sale, compared to $823,000 at December 31, 2008.  The gross unrealized holding gains on these securities at December 31, 2009 were $512,000 and $521,000 at December 31, 2008.

There were no investments and no obligations of any one state or municipality at December 31, 2009, or 2008.

 
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At December 31, 2009, and 2008 the Bank had no U.S. Treasury securities or obligations of U. S. government corporations or federal agencies, as available for sale.

The following table sets forth the carrying and approximate market values of investment securities for the last two years:

TABLE 11 Investment Securities

   
December 31,
 
   
2009
   
2008
 
   
Amortized Cost
   
Fair Value
   
Amortized Cost
   
Fair Value
 
   
(Dollars in Thousands)
 
                         
Certificate of Deposit
    5,194       5,194       -       -  
U.S. Treasury securities and obligations of U.S. government corporations and agencies
    1,000       1,000       2,001       2,026  
Other investments
    302       814       302       823  
Total
  $ 6,496     $ 7,008     $ 2,303     $ 2,849  

TABLE 12 Securities Maturities and Yields

   
December 31,
 
   
2009
   
2008
 
   
Amortized Cost
   
Fair Value
   
Amortized Cost
   
Fair Value
 
   
(Dollars in Thousands)
 
                         
Certificate of Deposit
    5,194       5,194       0       0  
U.S. Treasury securities and obligations of U.S. government corporations and agencies
    1,000       1,000       2,001       2,026  
Other investments
    302       814       302       823  
Total
  $ 6,496     $ 7,008     $ 2,303     $ 2,849  

Below is a table of equity securities at fair value that are included in Investment Securities at December 31, 2009 (dollars in thousands):

TABLE 13 Other Securities

Mississippi River Bank
    701  
Liberty Financial Services, Inc.
    82  
Business Resource Capital
    20  
MasterCard International
    11  
Total Other Securities
  $ 814  

 
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Deposits
Total deposits at December 31, 2009 were $79,087,000 which represented a decrease of $1,890,000 or 2.33% from $80,977,000 at December 31, 2008.  During 2009, interest bearing deposits increased by $932,000.  Core deposits, the Bank’s largest source of funding, consist of all interest bearing and non-interest bearing deposits except certificates of deposits over $100,000.  Core deposits are obtained from a broad range of customers.  Average core deposits decreased $11,261,000 or 13.00% to $75,565,000 from $86,826,000 in 2008.  Average market rate core deposits, primarily CD’s of less than $100,000 and money market accounts, decreased $2,784,000 from $12,233,000 in 2008 to $9,449,000 in 2009.

Non-interest bearing deposits are comprised of business accounts, including correspondent bank accounts, escrow deposits, as well as individual accounts.  Average non-interest bearing demand deposits represented 44.95% of average core deposits in 2009 compared to 46.26% in 2008.

The average amount of, and average rate paid on deposits by category for the period shown are presented below:

TABLE 14 Selected Statistical Information

   
December 31,
 
   
2009
         
2008
       
   
Average Amount
   
Rate
   
Average Amount
   
Rate
 
   
(Dollars in Thousands)
 
                         
                         
Non-interest-bearing Deposits
  $ 33,967       N/A     $ 40,168       N/A  
Interest-bearing Demand Deposits
    13,649       0.55 %     15,802       0.95 %
Savings Deposits
    21,441       0.37 %     22,918       0.94 %
Time Deposits
    9,564       2.49 %     10,636       3.57 %
Total Average Deposits
  $ 78,621             $ 89,524          

The composition of average deposits for the last two years is presented below:

TABLE 15 Deposit Composition

   
December 31,
 
   
2009
   
2008
 
   
(Dollars in Thousands)
 
   
Average Balances
   
% Of Deposits
   
Average Balances
   
% Of Deposits
 
Demand, non-interest-bearing
    33,967       43.20 %     40,168       44.87 %
NOW accounts
    10,708       13.62 %     11,506       12.85 %
Money market deposit accounts
    2,941       3.74 %     4,296       4.80 %
Savings accounts
    21,441       27.27 %     22,918       25.60 %
Other time deposits
    6,507       8.28 %     7,938       8.87 %
Total core deposits
    75,564       96.11 %     86,826       96.99 %
Certificates of deposit of $100,000 or more
    3,057       3.89 %     2,698       3.01 %
Total deposits
  $ 78,621       100.00 %   $ 89,524       100.00 %

 
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The following table sets forth maturity distribution of Time Deposits of $100,000 or more for the past two years:

TABLE 16 Maturity Distribution of Time Deposits $100,000 or More

   
December 31,
 
   
2009
   
2008
 
   
(Dollars in Thousands)
 
             
Three months or less
    1,130       504  
After three months through one year
    2,302       945  
Over one year through three years
    378       431  
Total
  $ 3,810     $ 1,880  

Other Assets and Other Liabilities
Other assets increased $630,000.  Other liabilities decreased $840,000 mainly due to insurance proceeds that were used to complete the repairs on property damaged by Hurricane Katrina.  The funds were moved from a contingency account carried in other liabilities to income.

The following are summaries of other assets and other liabilities for the last two years:

TABLE 17 Other Assets & Other Liabilities

Other Assets
 
December 31,
 
   
2009
   
2008
 
(Dollars in Thousands)
           
             
Interest Receivable
    268       263  
Prepaid Expenses
    807       338  
Accounts Receivable
    131       84  
Cash Surrender Value
    183       193  
Other Assets
    119       0  
Total Other Assets
  $ 1,508     $ 878  
                 
                 
Other Liabilities
 
December 31,
 
    2009     2008  
(Dollars in Thousands)
               
                 
Accrued Expenses Payable
    290       268  
Deferred Membership Fees
    14       17  
Blanket Bond Fund
    50       50  
Other Liabilities
    2       861  
Total Other Liabilities
    356     $ 1,196  

Borrowings
The Company’s long-term debt is comprised primarily of debentures which will be due July 5, 2012 totaling $1,000,000.  Each $500 debenture is secured by a pledge of 71.50 shares of the Bank’s stock.

 
23


The Bank has no long-term debt.  It is the Bank’s policy to manage its liquidity so that there is no need to make unplanned sales of assets or to borrow funds under emergency conditions.  The Bank maintains a Federal Funds line of credit in the amount of $4,400,000 with a correspondent bank.  The Bank can borrow the amount of unpledged securities at the discount window at the Federal Reserve Bank by pledging those securities.

Shareholders’ Equity
Shareholders’ equity at December 31, 2009 was $11,453,000, an increase of $1,000 or 0.0001%, from $11,452,000 at December 31, 2008, and amounted to 12.36% of total assets.  Realized shareholders’ equity, which includes preferred and common stock, capital in excess of par, and retained earnings, increased $7,000, or 0.001%, to $10,982,000 at December 31, 2009, from $10,975,000 at December 31, 2008.

During 2009, the increase in shareholder’s equity was primarily attributable to net income of $135,000, a decrease in Preferred Stock of $160,000, and an increase in capital in excess of par-retired Preferred Stock of $32,000.  In addition, there was  a decrease in accumulated other comprehensive income, which is used to refer to revenues, expenses, gains, and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income, in the amount of $6,000.

No dividends were paid on shares of Company Common Stock in 2009 or 2008.

Shareholders’ equity at December 31, 2008, was $11,452,000, an increase of $712,000 or 6.63% from $10,740,000 at December 31, 2007, and amounted to 11.99% of total assets.  Realized shareholders’ equity, which includes preferred and common stock, capital in excess of par, and retained earnings, increased $657,000, or 6.37%, to $10,975,000 at December 31, 2008, from $10,318,000 at December 31, 2007.

During 2008, the increase in shareholder’s equity was primarily attributable to net income of $724,000, a decrease in Preferred Stock of $84,000, and an increase in capital in excess of par-retired Preferred Stock of $17,000.  In addition, there was  an increase in accumulated other comprehensive income, which is used to refer to revenues, expenses, gains, and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income, in the amount of $55,000.

No dividends were paid on shares of Company Common Stock in 2008 or 2007.

The Company maintains an adequate capital position that exceeds all minimum regulatory capital requirements.  The Company’s internal capital growth rate (net income less dividends declared as a percentage of average shareholders’ equity) for 2009 was 1.18% compared to 6.32% in 2008.  The ratio of average shareholders’ equity to average assets was 12.48% and 10.92% in 2009 and 2008, respectively.

At December 31, 2009, the Company’s primary capital ratio as defined by the FRB was 12.97%, compared to 12.97% in 2008.  The total capital ratio was 12.97% at December 31, 2009, and 12.97% in 2008, compared to the guidelines, which mandate a minimum primary capital ratio of 5.50% and total capital ratio of 6.00% for bank holding companies and banks.

The Bank’s leverage ratio (Tier 1 capital to total assets) at December 31, 2009, was 13.06% compared to 11.78% at December 31, 2008, which are compared to the minimum capital requirement of 4.00% for well-managed Banking organizations.

 
24


The Company’s ratios are in excess of the FRB’s requirements, as indicated in the Capital Adequacy schedule below:
 
   
December 31,
 
   
2009
   
2008
 
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in Thousands)
 
                         
Tier I capital
                       
Actual
    11,856       18.32 %     11,452       18.20 %
Minimum
    2,520       4.00 %     2,520       4.00 %
Excess
    9,336       14.32 %     8,932       14.20 %
Total risk-based capital
                               
Actual
    12,677       19.59 %     12,251       19.47 %
Minimum
    5,035       8.00 %     5,035       8.00 %
Excess
    7,642       11.59 %     7,216       11.47 %
Tier I capital leverage ratio
                               
Actual
    11,856       13.06 %     11,452       10.95 %
Minimum
    4,180       4.00 %     4,180       4.00 %
Excess
    7,676       9.06 %     7,272       6.95 %

Dividends that may be paid by the Bank to the Company are subject to certain regulatory limitations.  Under Louisiana banking law, the approval of the OFI will be required if the total of all dividends declared in any calendar year by the Bank exceed the Bank’s net profits to date and retained net profits for the year in which such dividend is declared and the immediately preceding year, subject to maintenance of minimum required regulatory capital.

Supervision and Regulation Enforcement Action

Bank Holding Company Regulation

Federal
The Company is a bank holding company within the meaning of the BHC Act, and is registered with the FRB.  It is required to file annual reports with the FRB and such additional information as the FRB may require pursuant to the BHC Act.  The FRB may also perform periodic examinations of the Company and its subsidiaries.  The following summary of the BHC Act and of the other acts described herein is qualified in its entirety by express reference to each of the particular acts.

The BHC Act requires every bank holding company to obtain the prior approval of the FRB before acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank which is already not majority owned by the Company.  The BHC Act prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the outstanding voting shares of any company which is not a bank and from engaging in any business other than banking or furnishing services to or performing services for its subsidiaries.  The 5% limitation is not applicable to ownership of shares in any company the activities of which the FRB has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto.  As set forth below, however, the Gramm-Leach-Bliley Financial Modernization Act of 1999, enacted on November 12, 1999, broadens the ability of a bank holding company to own or control companies other than banks.

Effective September 29, 1995, the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the “Riegle-Neal Act”) allows the FRB to approve an application of an adequately capitalized and adequately managed bank holding company to acquire control of, or acquire all or substantially all of the assets of, a bank located in a state other than such holding company’s home state, without regard to whether the transaction is prohibited by the laws of any state.  The FRB may not approve the acquisition of a bank that has not been in existence for the minimum time period (not exceeding five years) specified by the statutory law of the target bank’s state.  The Riegle-Neal Act also prohibits the FRB from approving an application if the applicant (and its depository institution affiliates) controls or would control more than 10% of the insured deposits in the United States or 30% or more of the deposits in the target bank’s home state or in any state in which the target bank maintains a branch.  The Riegle-Neal Act does not affect the authority of states to limit the percentage of total insured deposits in the state which may be held or controlled by a bank or bank holding company to the extent such limitation does not discriminate against out-of-state banks or bank holding companies.  Individual states may also waive the 30% statewide concentration limit contained in the Riegle-Neal Act.

 
25


Additionally, the federal banking agencies are authorized to approve interstate merger transactions without regard to whether such transaction is prohibited by the law of any state, unless the home state of one of the banks has opted out of the Riegle-Neal Act by adopting a law after the date of enactment of the Riegle-Neal Act and prior to June 1, 1997, which applies equally to all out-of-state banks and expressly prohibits merger transactions involving out-of-state banks.  Interstate acquisitions of branches are permitted only if the law of the state in which the branch is located permits such acquisitions.  Interstate mergers and branch acquisitions are also subject to the nationwide and statewide insured deposit concentration amounts described above.

The Riegle-Neal Act authorizes the FDIC to approve interstate branching de novo by national and state banks, respectively, only in states that specifically allow for such branching.  The Riegle-Neal Act also requires the appropriate federal banking agencies to prescribe regulations that prohibit any out-of-state bank from using the interstate branching authority primarily for the purpose of deposit production.

The Bank is an “affiliate” of the Company within the meaning of the Federal Reserve Act.  This act places restrictions on a bank’s loans or extensions of credit to purchases of or investments in the securities of, and purchases of assets from an affiliate, a bank’s loans or extensions of credit to third parties collateralized by the securities or obligations of an affiliate, the issuance of guarantees, acceptances, and letters of credit on behalf of an affiliate, and certain bank transactions with an affiliate, or with respect to which an affiliate acts as agent, participates, or has a financial interest.  Furthermore, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with any extension of credit, lease or sale of property or furnishings of services.

Under FRB policy, the Company is expected to act as a source of financial strength to its subsidiary bank and to commit resources to support its subsidiary.  This support may be required at times when, absent such FRB policy, the Company may not be inclined to provide it.  Under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”), a depository institution insured by the FDIC can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC after August 9, 1989 in connection with (a) the default of a commonly controlled FDIC-insured depository institution or (b) any assistance provided by the FDIC to any commonly controlled FDIC-insured depository institution “in danger of default.”  “Default” is defined generally as the appointment of a conservator or receiver and “in danger of default” is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance.  Under FDICIA (see discussion below) a bank holding company may be required to guarantee the capital plan of an undercapitalized depository institution.  Any capital loans by a bank holding company to any of its subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank.  In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.

Louisiana
Under the Louisiana Bank Holding Company Act of 1962, as amended (the “Louisiana BHC Act”), bank holding companies are authorized to operate in Louisiana provided the activities of the non bank subsidiaries thereof are limited to the ownership of real estate and improvements, computer services, equipment leasing, and other directly related banking activities.  In addition, a bank holding company and its subsidiaries may not engage in any insurance activity in which a bank may not engage.  The Commissioner of the OFI is authorized to administer the Louisiana BHC Act by the issuance of orders and regulations.  At present, prior approval of the Commissioner would not be required for the formation and operation of a nonblank subsidiary of the Company if its activities meet the requirements of the Louisiana BHC Act.

 
26


Bank Regulation
The Bank is subject to examination and regulation by the FDIC.   The Bank is chartered under the banking laws of the State of Louisiana and is subject to the supervision of, and regular examination by, the OFI.  As an affiliate of the Bank, the Company is also subject to examination by the OFI.  In addition, the deposits of the Bank are insured by the Deposit Insurance Fund (“DIF”) thereby rendering the Bank subject to the provisions of the Federal Deposit Insurance Act (“FDIA”) and, as a state nonmember bank, to supervision and examination by the FDIC.  The FDIA requires the FDIC approval of any merger and/or consolidation by or with an insured bank, as well as the establishment or relocation of any bank or branch office.  The FDIC also supervises compliance with the provisions of federal law and regulations that place restrictions on loans by FDIC-insured banks to their directors, executive officers, and other controlling persons.

In December 1991, a major banking bill entitled the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) was enacted, which substantially revises the bank regulatory and funding provisions of the FDIA and makes revisions to several other federal banking statues.  Among other things, the FDICIA requires the federal banking regulators to take “prompt corrective action” in respect of depository institutions that do not meet minimum capital requirements.  The Bank has capital levels above the minimum requirements.  In addition, an institution that is not well capitalized is generally prohibited form accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market and also may not be able to “pass through” insurance coverage for certain employee benefit accounts.  The FDICIA also requires the holding company of any undercapitalized depository institution to guarantee, in part, certain aspects of such depository institution’s capital plan for such plan to be acceptable.  The FDICIA contains numerous other provisions, including new account, audit and reporting requirements, termination of the “too big to fail” doctrine except in special cases, limitations on the FDIC’s payment of deposits at foreign branches, new regulatory standards in such areas as asset quality, earnings and compensation and revised regulatory standards for, among other things, powers of state banks, real estate lending and capital adequacy.  The FDICIA also required that a depository institution provide 90 days prior notice of the closing of any branches.

Furthermore, all banks are affected by the credit policies of other monetary authorities, including the FRB, which regulate the national supply of bank credit.  Such regulation influences overall growth of bank loans, investments, and deposits and may also affect interest rates charged on loans and paid on deposits.  The FRB’s monetary policies have had a significant effect on the operating results of commercial banks in the past, and the Company expects this trend to continue in the future.

Dividends
The FRB has issued a policy statement on the payment of cash dividends by bank holding companies.  In the policy statement, the FRB expressed its view that a bank holding company experiencing earnings weaknesses should not pay cash dividends exceeding its net income or which could only be funded in ways that weaken the bank holding company’s financial health, such as by borrowing.  Additionally, the FRB possesses enforcement powers over bank holding companies and their non-bank subsidiaries to prevent or remedy actions that represent unsafe or unsound practices or violations of applicable statues and regulations.  Among these powers is the ability to prohibit or limit the payment of dividends by banks and bank holding companies.

In addition to the restrictions on dividends imposed by the FRB, Louisiana law also places limitations on the Company’s ability to pay dividends.  For example, the Company may not pay dividends to its shareholders if, after giving effect to the dividend, the Company would not be able to pay its debts as they become due.  Because a major source of the Company’s revenue is dividends that it receives and expects to receive from the Bank, the Company’s ability to pay dividends to its shareholders will depend on the amount of dividends paid by the Bank to the Company.  The Company cannot be sure that the Bank will, in any circumstances, pay such dividends to the Company, as Louisiana banking law provides that a Louisiana bank may not pay dividends if it does not have, or will not have after the payment of such dividend, unimpaired surplus equal to 50% of the outstanding capital stock of the bank.  In addition, OFI approval is required to declare or pay any dividend that would bring the total of all dividends paid in any one calendar year to an amount greater than the total of such bank’s net profits for such year combined with the net profits of the immediately preceding year.

 
27


Effect of Governmental Policies
The Company and the Bank are affected by the policies of regulatory authorities, including the FRB.  An important function of the Federal Reserve System is to regulate the national money supply.  Among the instruments of monetary policy used by the Federal Reserve are: purchases and sales of U.S. Government securities in the marketplace; changes in the discount rate, which is the rate any depository institution must pay to borrow from the Federal Reserve; and changes in the reserve requirements of depository institutions.  These instruments are effective in influencing economic and monetary growth, interest rate levels, and inflation.

The monetary policies of the Federal Reserve and other governmental policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.  Because of changing conditions in the national economy and in the financial markets, as well as the result of actions by monetary and fiscal authorities, it is not possible to predict with certainty future changes in interest rates, deposit levels, loan demand or the business and earnings of the Company or whether the changing economic conditions will have a positive or negative effect on operations and earnings.

Code of Ethics
The Company has adopted a code of ethics that applies to all directors, officers and employees that is designed to deter wrongdoing and promote the following:

 
1.)
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
 
2.)
Full, fair, accurate, timely and understandable disclosure in reports and documents;
 
3.)
Compliance with applicable governmental laws, rules and regulations;
 
4.)
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
 
5.)
Accountability for adherence to the code.

A copy of the Bank’s code of ethics may be obtained by writing to:

Bank of Louisiana
Accounting Department
300 St. Charles Avenue
New Orleans, LA 70130-3104

Community Reinvestment Act (CRA)
In connection with its lending activities, the Bank is subject to a variety of federal laws designed to protect borrowers and promote lending to various sectors of the economy and populations.

The CRA requires FDIC insured banks to define the assessment areas that they serve, identify the credit needs of those assessment areas and take actions that respond to the credit needs of the community.  The FDIC must conduct regular CRA examinations of the Bank and assign it a CRA rating of “outstanding,” “satisfactory,” “needs improvement” or “unsatisfactory.”  The Bank has received a “satisfactory“ rating from the FDIC.

 
28


Indemnification of Directors and Officers
The Board of Directors of the Bank of Louisiana, on June 8, 1988, adopted a resolution to amend the Articles of Incorporation of the Bank by adding a new Article VII as follows:

No director or officer of the corporation shall be personally liable to the corporation or its shareholder for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for breach of the director’s or officer’s duty of loyalty to the corporation or its shareholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for any unlawful dividend or any other unlawful distribution, payment or return of assets made to shareholders, or (iv) for any transaction from which the director or officer derived an improper personal benefit.

Sarbanes-Oxley Act of 2002
The following is a brief summary of some of the provision of the Sarbanes-Oxley Act of 2002 (“SOX”) that affect the Company and the Bank.  It is not intended as an exhaustive description of SOX or its impact on us.

SOX instituted or increased various requirements for corporate governance, board of director and audit committee composition and membership, board duties, auditing standards, external audit firm standards, additional disclosure requirements, including CEO and CFO certification of financial statements and related controls, and other new requirements.

Board of directors are now required to have a majority of independent directors, and audit committees are required to be wholly independent, with greater financial expertise.  Such independent directors are not allowed to receive compensation from the company on whose board they serve except for directors’ fees.  Additionally, requirements for auditing standards and independence of external auditors were increased and included independent audit partner review, audit partner rotation, and limitations over non-audit services.  Penalties for non-compliance with existing and new requirements were established or increased.

In addition, Section 404 of SOX currently requires that by the end of 2006, our management perform a detailed assessment of internal controls and report thereon as follows:

 
1.
We must state that we accept the responsibility for maintaining an adequate internal control structure and procedures for financial reporting
 
2.
We must present an assessment, as of the end of each December 31 fiscal year, of the effectiveness of the internal control structure and procedure for our financial reporting, and
 
3.
We must have our auditors attest to, and report on, as of the end of each December 31 fiscal year, the assessment made by management.  The attestation must be made in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.

We have taken steps with respect to achieving compliance.
 
Financial Modernization Act
The Gramm-Leach-Bliley Act, (“GLB”) of 1999 permits bank holding companies meeting certain management, capital, and community reinvestment act standards to engage in a substantially broader range of non-banking activities than permitted previously, including insurance underwriting and merchant banking activities.  This act repeals the provision of the Glass Steagall Act, thus permitting affiliations of banks with securities firms and registered investment companies.  The act authorizes financial holding companies, which permits banks to be owned by or to own securities firms, insurance companies, and merchant banking companies.  The act gives the FRB authority to regulate financial holding companies, but provides for functional regulation of subsidiary activities.

 
29


In addition, the GLB Act also provided significant new protections for the privacy of customer information that are applicable to the Company.  Accordingly, we must (1) adopt and disclose a privacy policy; (2) give customers the right to prevent us from making disclosure of non-public financial information, subject to specified exceptions; and (3) follow regulatory standards to protect the security and confidentiality of customer information.

Temporary Liquidity Guarantee Program (“TLGP”)
On October 13, 2008, the FDIC announced the TLGP to strengthen confidence and encourage liquidity in the banking system.  The TLGP consists of two components: a temporary guarantee of newly-issued senior unsecured debt (the Debt Guarantee Program) and a temporary unlimited guarantee of funds in non-interest-bearing transaction and regular checking accounts at FDIC-insured institutions (the Transaction Account Guarantee Program).  The Bank chose not to participate in the program.

Troubled Asset Relief Program (“TARP”)
On October 14, 2008, the U.S. Department of Treasury announced the TARP Capital Purchase Program. The TARP Capital Purchase Program contemplates the U.S. Treasury purchasing senior preferred shares in qualified U.S. financial institutions. The program is intended to encourage participating financial institutions to build capital in order to increase the flow of financing to U.S. businesses and consumers and to support the U.S. economy. Companies participating in the program must accept standardized terms as outlined by the U.S. Treasury and must adopt the Treasury Department’s standards for executive compensation and corporate governance. Additionally, participants must agree to accept future program requirements as may be promulgated by the U.S. Congress and regulatory authorities.  The Bank chose not to participate in TARP.

Emergency Economic Stabilization of 2008 (“EESA”)
On October 3, 2008, the United States government passed the EESA, which provides the United States Department of the Treasury with broad authority to implement certain actions intended to help restore stability and liquidity to the U.S. financial markets.

Deposit Insurance
As part of the EESA, the basic limit on federal deposit insurance coverage was temporarily increased from $100,000 to $250,000 per depositor through December 31, 2013 by the FIDC. Deposit insurance coverage for retirement accounts was not changed and remains at $250,000.

The FDIC imposed an additional assessment against institutions for deposit insurance.  This assessment is based on the risk category of the institution and ranges from 5 to 43 basis points of the institution’s deposits.  In December, 2008, the FDIC adopted a rule that raises the current deposit insurance assessment rates uniformly for all institutions by 7 basis points (to a range from 12 to 50 basis points) for the first quarter of 2009.  The rule also gives the FDIC the authority to alter the way it calculates federal deposit insurance assessment rates to adjust for an institution’ risk beginning in the second quarter of 2009 and thereafter, and as necessary to implement emergency special assessments to maintain the deposit insurance fund.
 
 
30

 
Item 7 Financial Statements
 
 
 
To the Board of Directors
BOL Bancshares, Inc. & Subsidiary
 
Report of Independent Registered Public Accounting Firm
 
We have audited the accompanying consolidated balance sheets of BOL BANCSHARES, INC. (the Company) and its wholly-owned subsidiary, Bank of Louisiana, as of December 31, 2009 and 2008, and the related consolidated statements of income, comprehensive income, changes in stockholders' equity, and cash flows for the years ended December 31, 2009, 2008 and 2007.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board in the United States of America.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BOL BANCSHARES, INC. and its wholly-owned subsidiary, Bank of Louisiana, as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years ended December 31, 2009, 2008 and 2007, in conformity with accounting principles generally accepted in the United States of America.
 
We were not engaged to examine management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009, included in the Form 10-K and, accordingly, we do not express an opinion thereon.
 

/s/ LaPorte, Sehrt, Romig & Hand
A Professional Accounting Corporation


Metairie, Louisiana
March 8, 2010
 

 
31


 
BOL BANCSHARES, INC. & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

ASSETS

   
December 31,
 
   
2009
   
2008
 
             
Cash and Cash Equivalents
           
Cash and Due from Banks
  $ 3,040,757     $ 3,103,598  
Treasury Bills
    999,655       -  
Federal Funds Sold
    14,550,000       25,375,000  
                 
Total Cash and Cash Equivalents
    18,590,412       28,478,598  
                 
Investment Securities
               
Certificates of Deposit with Other Institutions
    5,193,897       -  
Securities Held-to-Maturity (Fair Value of $-0- in 2009and $2,025,724 in 2008)
    -       2,001,349  
Securities Available-for-Sale, at Fair Value
    814,300       822,977  
Loans - Less Allowance for Loan Losses of $1,800,000 in 2009 and 2008
    58,302,510       55,608,039  
Property, Equipment and Leasehold Improvements (Net of Depreciation and Amortization)
    6,141,196       6,516,361  
Other Real Estate
    2,011,887       1,152,924  
Other Assets
    1,507,973       877,558  
Letters of Credit
    90,120       48,620  
                 
                 
Total Assets
  $ 92,652,295     $ 95,506,426  
 
 
The accompanying notes are an integral part of these consolidated financial statements.

 
32

BOL BANCSHARES, INC. & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY

   
December 31,
 
   
2009
   
2008
 
             
LIABILITIES
           
Deposits
           
Non-Interest Bearing
  $ 32,107,271     $ 34,929,523  
Interest Bearing
    46,980,059       46,047,786  
Notes Payable
    1,144,201       1,543,201  
Other Liabilities
    355,635       1,195,504  
Deferred Taxes
    382,185       127,612  
Letters of Credit Outstanding
    90,120       48,620  
Accrued Interest
    139,842       162,431  
                 
Total Liabilities
    81,199,313       84,054,677  
                 
STOCKHOLDERS' EQUITY
               
Preferred Stock - Par Value $1
               
1,837,089 Shares Issued and Outstanding in 2009
               
1,997,360 Shares Issued and Outstanding in 2008
    1,837,089       1,997,360  
Common Stock - Par Value $1
               
179,145 Shares Issued and Outstanding in 2009 and 2008
    179,145       179,145  
Accumulated Other Comprehensive Income
    471,191       476,917  
Capital in Excess of Par - Retired Stock
    189,846       157,792  
Retained Earnings
    8,775,711       8,640,535  
                 
Total Stockholders' Equity
    11,452,982       11,451,749  
                 
                 
Total Liabilities and Stockholders' Equity
  $ 92,652,295     $ 95,506,426  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
33

 
BOL BANCSHARES, INC. & SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF INCOME
 
                   
                   
   
For the Years Ended
 
   
December 31,
 
   
2009
   
2008
   
2007
 
                   
INTEREST INCOME
  $ 6,110,909     $ 7,215,507     $ 8,617,125  
                         
INTEREST EXPENSE
    484,314       857,525       812,904  
                         
Net Interest Income
    5,626,595       6,357,982       7,804,221  
                         
PROVISION FOR LOAN LOSSES
    535,543       256,622       276,704  
                         
Net Interest Income After Provision for Loan Losses
    5,091,052       6,101,360       7,527,517  
                         
OTHER INCOME
                       
Service Charges on Deposit Accounts
    416,897       505,009       610,691  
Gain on Katrina Insurance Recovery
    817,077       -       1,200  
Other Non-Interest Income
    755,246       1,211,079       816,557  
                         
Total Other Income
    1,989,220       1,716,088       1,428,448  
                         
OTHER EXPENSES
                       
Salaries and Employee Benefits
    2,764,527       2,696,966       2,749,357  
Occupancy Expense
    1,040,332       1,143,742       1,058,482  
Other Non-Interest Expense
    3,063,055       2,815,263       2,950,938  
                         
Total Other Expenses
    6,867,914       6,655,971       6,758,777  
                         
INCOME BEFORE INCOME TAX EXPENSE
    212,358       1,161,477       2,197,188  
                         
INCOME TAX EXPENSE
    77,182       437,391       720,722  
                         
NET INCOME
  $ 135,176     $ 724,086     $ 1,476,466  
                         
EARNINGS PER SHARE OF COMMON STOCK
  $ 0.75     $ 4.04     $ 8.24  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
34

 
BOL BANCSHARES, INC. & SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                   
                   
   
For the Years Ended
   
December 31,
   
2009
   
2008
   
2007
 
                   
NET INCOME
  $ 135,176     $ 724,086     $ 1,476,466  
                         
OTHER COMPREHENSIVE INCOME,
                       
NET OF TAX:
                       
Unrealized Holding (Losses) Gains on Investment Securities Available-for-Sale, Arising During the Period
    (5,726 )     54,983       144,975  
                         
OTHER COMPREHENSIVE (LOSS) INCOME
    (5,726 )     54,983       144,975  
                         
COMPREHENSIVE INCOME
  $ 129,450     $ 779,069     $ 1,621,441  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
35

 
BOL BANCSHARES, INC. & SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 
                                     
                                     
   
Preferred Stock
   
Common Stock
   
Accumulated Other Comprehensive Income
   
Capital In Excess of Par Retired Stock
   
Retained Earnings
   
Total
 
                                     
BALANCE - December 31, 2006
  $ 2,089,334     $ 179,145     $ 276,959     $ 137,901     $ 6,439,983     $ 9,123,322  
                                                 
Preferred Stock Retired
    (7,477 )     -       -       2,991       -       (4,486 )
                                                 
Other Comprehensive Income,Net of Applicable Deferred Income Taxes
    -       -       144,975       -       -       144,975  
                                                 
Net Income for the Year 2007
    -       -       -       -       1,476,466       1,476,466  
                                                 
BALANCE - December 31, 2007
    2,081,857       179,145       421,934       140,892       7,916,449       10,740,277  
                                                 
Preferred Stock Retired
    (84,497 )     -       -       16,900       -       (67,597 )
                                                 
Other Comprehensive Income,Net of Applicable Deferred Income Taxes
    -       -       54,983       -       -       54,983  
                                                 
Net Income for the Year 2008
    -       -       -       -       724,086       724,086  
                                                 
BALANCE - December 31, 2008
    1,997,360       179,145       476,917       157,792       8,640,535       11,451,749  
                                                 
Preferred Stock Retired
    (160,271 )     -       -       32,054       -       (128,217 )
                                                 
Other Comprehensive Income,Net of Applicable Deferred Income Taxes
    -       -       (5,726 )     -       -       (5,726 )
                                                 
Net Income for the Year 2009
    -       -       -       -       135,176       135,176  
                                                 
BALANCE - December 31, 2009
  $ 1,837,089     $ 179,145     $ 471,191     $ 189,846     $ 8,775,711     $ 11,452,982  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
36



BOL BANCSHARES, INC. & SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                   
                   
   
For the Years Ended
 
   
December 31,
 
   
2009
   
2008
   
2007
 
                   
OPERATING ACTIVITIES
                 
Net Income
  $ 135,176     $ 724,086     $ 1,476,466  
Adjustments to Reconcile Net Income to Net Cash (Used in) Provided by Operating Activities:
                       
Provision for Loan Losses
    535,543       256,622       276,704  
Write Down of Other Real Estate
    -       -       24,493  
Depreciation and Amortization Expense
    399,722       425,495       351,653  
Decrease (Increase) in Deferred Income Taxes
    257,523       179,939       (66,800 )
Gain on Sale of Other Real Estate
    -       -       (88,341 )
(Increase) Decrease in Other Assets
    (630,415 )     46,723       173,193  
(Decrease) Increase in Other Liabilities and Accrued Interest Payable
    (862,458 )     (1,867,090 )     2,352,412  
                         
Net Cash (Used in) Provided by Operating Activities
    (164,909 )     (234,225 )     4,499,780  
                         
INVESTING ACTIVITIES
                       
Increase in Certificates of Deposit with Other Institutions
    (5,193,897 )     -       -  
Proceeds from Held-to-Maturity Investment Securities Released at Maturity
    2,001,349       5,998,651       6,000,000  
Proceeds from Sale of Available-for-Sale Investment Securities
    -       -       15,500  
Proceeds from Sale or Disposal of Property and Equipment
    592       -       -  
Purchases of Property and Equipment
    (25,148 )     (18,808 )     (4,989,287 )
Proceeds from Sale of Other Real Estate
    -       -       300,000  
Net (Increase) Decrease in Loans
    (4,088,977 )     (161,726 )     1,131,075  
                         
Net Cash (Used in) Provided by Investing Activities
    (7,306,081 )     5,818,117       2,457,288  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
37

 
BOL BANCSHARES, INC. & SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 
                   
                   
   
For the Years Ended
 
   
December 31,
 
   
2009
   
2008
   
2007
 
                   
FINANCING ACTIVITIES
                 
Net Decrease in Non-Interest Bearing and Interest Bearing Deposits
    (1,889,979 )     (8,689,105 )     (3,864,952 )
Preferred Stock Retired
    (128,217 )     (67,597 )     (4,486 )
Proceeds from Issuance of Long-Term Debt
    1,000,000       -       -  
Principal Payments on Long-Term Debt
    (1,399,000 )     -       (1,000 )
                         
Net Cash Used in Financing Activities
    (2,417,196 )     (8,756,702 )     (3,870,438 )
                         
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (9,888,186 )     (3,172,810 )     3,086,630  
                         
CASH AND CASH EQUIVALENTS -BEGINNING OF YEAR
    28,478,598       31,651,408       28,564,778  
                         
CASH AND CASH EQUIVALENTS -END OF YEAR
  $ 18,590,412     $ 28,478,598     $ 31,651,408  
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
38

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS OF THE COMPANY
BOL BANCSHARES, INC. (the Company) was organized as a Louisiana corporation on May 7, 1981, for the purpose of becoming a registered bank holding company under the Bank Holding Company Act.  The Company was inactive until April 29, 1988, when it acquired Bank of Louisiana, BOS Bancshares, Inc. and its wholly-owned subsidiary, Bank of the South, and Fidelity Bank and Trust Company of Slidell, Inc., and its wholly-owned subsidiary, Fidelity Land Co. in a business reorganization of entities under common control in a manner similar to a pooling of interest.  The acquired companies are engaged in the banking industry.
 
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Bank of Louisiana (the Bank) and its wholly-owned subsidiary, BOL Assets, LLC.  In consolidation, significant inter-company accounts, transactions, and profits have been eliminated.
 
INVESTMENT SECURITIES
Debt securities that management has the ability and intent to hold to maturity are classified as held-to-maturity and carried at cost, adjusted for amortization of premium and accretion of discounts using methods approximating the interest method.  Other marketable securities are classified as available-for-sale and are carried at fair value.  Realized gains and losses on securities are included in net income.  Unrealized gains and losses on securities available-for-sale are recognized as direct increases or decreases in stockholders’ equity.  Cost of securities sold is recognized using the specific identification method.
 
LOANS AND UNEARNED INCOME
Loans are stated at the amount of unpaid principal, reduced by unearned discount and an allowance for loan losses.  Unearned discounts on loans are recognized as income over the term of the loans on the interest method.  Interest on other loans is calculated and credited to operations on a simple interest basis.  Loans are charged against the allowance for loan losses when management believes that collectibility of the principal is unlikely.  Loan origination fees and certain direct origination costs, when material, are capitalized and recognized as an adjustment of the yield on the related loan.
 
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is established through a provision for loan losses charged to expenses.  Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely.  The allowance is an amount that management believes will be adequate to absorb possible losses on existing loans that may become uncollectible, based on evaluation of the collectibility of loans and prior loss experience.  The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers' ability to pay.  Accrual of interest is discontinued and accrued interest is charged off on a loan when management believes, after considering economic and business conditions and collection efforts, that the borrowers' financial condition is such that collection of interest is doubtful.

 
39

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Buildings, office equipment and leasehold improvements are stated at cost, less accumulated depreciation and amortization computed principally on the straight-line and modified accelerated cost recovery methods over the estimated useful lives of the assets.  Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized.  Gains and losses on dispositions are included in current operations.

INCOME TAXES
The Company and its consolidated subsidiary file a consolidated Federal income tax return. Federal income taxes are allocated between the companies, in accordance with a written agreement. Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method.  Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority.  The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above would be reflected as a liability for unrecognized tax benefits in the consolidated balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  Interest and penalties associated with unrecognized tax benefits would be classified as additional income taxes in the statement of operations.

MEMBERSHIP FEES
Membership fees are collected in the anniversary month of the cardholder and are amortized over a twelve-month period using the straight-line method.
 
 
40

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CASH AND DUE FROM BANKS
The Company considers all amounts due from banks, certificates of deposit with an original maturity of 90 days or less, Treasury Bills, and Federal Funds Sold, to be cash equivalents.

The Bank is required to maintain non-interest bearing reserve balances to fulfill its reserve requirements.  The average amount of the required reserve balance was approximately $1,113,769 and $1,924,192 for the years ended December 31, 2009 and 2008, respectively.

NON-DIRECT RESPONSE ADVERTISING
The Bank expenses advertising costs as incurred.

USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of 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.  Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and deferred tax assets.

SIGNIFICANT CONCENTRATIONS OF CREDIT RISK
Most of the Bank’s activities are with customers located within the New Orleans area, except for credit card lending, which is nationwide.  Note C discusses the types of lending that the Bank engages in and Note E discusses the type of securities that the Company invests in.  The Bank does not have any significant concentrations in any one industry or customer.

NEW ACCOUNTING STANDARDS
In June 2009, the FASB replaced The Hierarchy of Generally Accepted Accounting Principles, with the FASB Accounting Standards CodificationTM (The Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The Codification was effective for financial statements issued for periods ending after September 15, 2009.

In December 2007, the FASB issued guidance that establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in an acquiree, including the recognition and measurement of goodwill acquired in a business combination. The guidance is effective for fiscal years beginning on or after December 15, 2008. There was no impact from adoption of this guidance, as the Company did not have an acquisition during 2009.

 
41

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NEW ACCOUNTING STANDARDS (Continued)
On January 1, 2009, the Company adopted new guidance that related to accounting for noncontrolling interests in consolidated financial statements.  The new accounting guidance states for entities to provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners separately within the consolidated statement of financial condition within equity, but separate from the parent’s equity and separately on the face of the consolidated statement of operations.  Further, the new guidance states that changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for consistently and when a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary should be initially measured at fair value.  The adoption of this guidance had no impact on the Company.

In March 2008, the FASB issued guidance that amended and expanded the disclosure requirements for derivative instruments and hedging activities.  The guidance requires qualitative disclosure about objectives and strategies for using derivative and hedging instruments, quantitative disclosures about fair value amounts of the instruments and gains and losses on such instruments, as well as disclosures about credit-risk features in derivative agreements.  The guidance was effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.  The adoption of this guidance had no impact on the Company.

In June 2008, the FASB issued guidance which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, included in the earnings allocation in computing earnings per common share (EPS) under the two-class method. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method.  This guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. All prior-period EPS data presented were to be adjusted retrospectively (including interim financial statements, summaries of earnings, and selected financial data) to conform to the provisions of this guidance. Since the Company's unvested restricted stock awards do not contain nonforfeitable rights to dividends, they are not included under the scope of this pronouncement, and therefore, the adoption of this guidance had no impact on the Company.

 
42

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NEW ACCOUNTING STANDARDS (Continued)
In May 2009, FASB issued new guidance relating to subsequent events and established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The new guidance sets forth:

 
·
the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements;
 
·
the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and
 
·
the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

The Company has adopted the new guidance that was effective for financial statements issued for interim and annual periods ending after June 15, 2009.

In April 2009, the FASB amended existing guidance for determining whether impairment is other-than-temporary for debt securities.  The guidance requires an entity to assess whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis.  If either of these criteria are met, the entire difference between amortized cost and fair value is recognized as impairment through earnings.  For securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) other-than-temporary impairment (OTTI) related to other factors, which is recognized in other comprehensive income and 2) OTTI related to credit loss, which must be recognized in the income statement. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.  Additionally, disclosures about other-than-temporary impairments for debt and equity securities were expanded. This guidance was effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this guidance had no impact on the Company.

In August 2009, the FASB issues Accounting Standards Update (“ASU”) 2009-05, Fair Value Measurements and Disclosures, which updates ASC 820, Fair Value Measurements and Disclosures.  The updated guidance affirms that the objective of fair value when the market for an asset is not active is the price that would be received to sell the asset in an orderly transaction and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active.  It also requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence.  This guidance was effective October 1, 2009.  The adoption of the new guidance had no impact on the Company.

 
43

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

NEW ACCOUNTING STANDARDS (Continued)
In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 166, Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140 (“SFAS 166”).  This statement is not yet included in the codification, but will impact ASC 860, Transfers and Servicing.  This statement prescribes the information that a reporting entity must provide in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows; and a transferor’s continuing involvement in transferred financial assets.  Specifically, among other aspects, SFAS 166 amends Statement of Financial Standard No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, or SFAS 140, by removing the concept of a qualifying special-purpose entity from SFAS 140 and removes the exception from applying FIN 46(R) to variable interest entities that are qualifying special-purpose entities.  It also modifies the financial-components approach used in SFAS 140. SFAS 166 is effective for fiscal years beginning after November 15, 2009.  This pronouncement is not expected to have an impact on our consolidated financial position and results of operations.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (“SFAS 167”).  This statement is not yet included in the codification, but will impact ASC 810, Consolidation.  This statement amends FASB Interpretation No. 46, Consolidation of Variable Interest Entities (revised December 2003) — an interpretation of ARB No. 51, or FIN 46(R), to require an enterprise to determine whether its variable interest or interests give it a controlling financial interest in a variable interest entity.  The primary beneficiary of a variable interest entity is the enterprise that has both (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity.  SFAS 167 also amends FIN 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity.  SFAS 167 is effective for fiscal years beginning after November 15, 2009.  This pronouncement is not expected to have an impact on our consolidated financial position and results of operations.


NOTE B
OTHER REAL ESTATE
The Bank has acquired various parcels of real estate in connection with the default and foreclosure on certain loans.  These properties, which are held for sale, are recorded on the Bank's records at the lower of the loan balance or net realizable value.  Any difference is charged to the allowance for loan losses in the year of foreclosure.

The net income (expense) from Other Real Estate totaled ($124,855) in 2009, ($34,500) in 2008, and $1,104 in 2007.  During the year ended December 31, 2007, the bank wrote down Other Real Estate to appraised value, less cost to sell.  As such, $24,493 was charged to operations in 2007.

 
44

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE C
LOANS
Major classification of loans is as follows:
 
   
December 31,
 
   
2009
   
2008
 
             
Real Estate Mortgages:
           
Residential 1-4 Family
  $ 16,112,751     $ 12,011,976  
Commercial
    20,115,147       22,082,814  
Construction
    9,667,745       8,322,770  
Second Mortgages
    1,224,181       1,300,210  
Other
    1,819,219       1,975,493  
      48,939,043       45,693,263  
                 
Commercial
    2,443,637       2,169,871  
Personal
    1,370,976       1,847,729  
Credit Cards
    7,112,566       7,590,676  
Overdrafts
    236,288       106,500  
      60,102,510       57,408,039  
Allowance for Loan Losses
    1,800,000       1,800,000  
                 
    $ 58,302,510     $ 55,608,039  
 
The following is a classification of loans by rate and maturity: (Dollar amounts in thousands)
 
   
December 31,
 
   
2009
   
2008
 
Fixed Rate Loans:
           
Maturing in 3 Months or Less
  $ 12,358     $ 9,307  
Maturing Between 3 and 12 Months
    31,412       31,784  
Maturing Between 1 and 5 Years
    13,113       12,834  
Maturing After 5 Years
    690       771  
      57,573       54,696  
Variable Rate Loans:
               
Maturing Quarterly or More Frequently
    622       1,463  
Maturing Between 3 and 12 Months
    -       -  
Maturing Between 3 and 12 Months
    749       -  
Non-Accrual Loans
    1,159       1,249  
      60,103       57,408  
Less:  Allowance for Loan Losses
    1,800       1,800  
Net Loans
  $ 58,303     $ 55,608  

 
45

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE C
LOANS (Continued)
As of December 31, 2009 and 2008, the Bank’s recorded investment in loans that are considered impaired totaled $10,869,535 and $8,874,444, respectively.  Specific allowances pertaining to impaired loans totaled $1,220,967 and $1,021,079 at December 31, 2009 and 2008, respectively.

The Bank purchases credit card portfolios occasionally, resulting in premiums or discounts. Premiums and discounts are being amortized as an adjustment to interest income over a three year period following the purchase date.  Unamortized premiums at December 31, 2009 and 2008, totaled $-0-.


NOTE D
NON-PERFORMING ASSETS
Non-performing assets include real estate acquired through foreclosure or deed taken in lieu of foreclosure.  These assets are included on the accompanying consolidated balance sheets under the account caption, "Other Real Estate," and amount to $2,011,887 at December 31, 2009, and $1,152,924 at December 31, 2008.

Loans are placed on non-accrual status when, in management's opinion, the collection of additional interest is questionable.  Thereafter, no interest is taken into income unless received in cash or until such time as the borrower demonstrates the ability to pay principal and interest.

At December 31, 2009, $1,157,800 of loans were in non-accrual status and $140,064 of interest was foregone in the year then ended.  At December 31, 2008, $1,249,309 of loans were in non-accrual status and $76,421 of interest was foregone in the year then ended.  Interest income recognized on non-accrual loans totaled $-0- during the years ended December 31, 2009, 2008 and 2007.


NOTE E
INVESTMENT SECURITIES
Carrying amounts and approximate market values of investment securities are summarized as follows:

There were no securities classified as held-to-maturity at December 31, 2009.  Securities held-to-maturity consisted of the following at December 31, 2008:

   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Value
 
                         
U.S. Agency Securities
  $ 2,001,349     $ 24,375     $ -     $ 2,025,724  

 
46

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE E
INVESTMENT SECURITIES (Continued)

Securities available-for-sale consisted of the following at December 31, 2009:

   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Value
 
                         
Equity Securities
  $ 302,180     $ 512,120     $ -     $ 814,300  

Securities available-for-sale consisted of the following at December 31, 2008:

   
Amortized Cost
   
Gross Unrealized Gains
   
Gross Unrealized Losses
   
Fair Value
 
                         
Equity Securities
  $ 302,180     $ 520,797     $ -     $ 822,977  

A summary of the Bank’s pledged securities as of December 31, are as follows:

   
2009
   
2008
 
             
Pledged to secure public funds
  $ 500,000     $ 500,000  
Pledged to secure treasury tax and loan accounts
    500,000       500,000  


NOTE F
INCOME TAXES
The components of the provision for income tax expense (benefit) are:

   
2009
   
2008
   
2007
 
Current
  $ (193,165 )   $ 257,189     $ 787,522  
Deferred
    270,347       180,202       (66,800 )
                         
Total Provision for Income Tax
  $ 77,182     $ 437,391     $ 720,722  

 
47

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE F
INCOME TAXES (Continued)
A reconciliation of income tax at the statutory rate to income tax expense at the Company's effective rate is as follows:

   
2009
   
2008
   
2007
 
Computed Tax Expense (Benefit)at the Expected Statutory Rate
  $ 72,202     $ 394,902     $ 747,044  
Katrina Tax Credits
    (35,513 )     (63,060 )     (58,105 )
Other Adjustments
    40,493       105,549       31,783  
Income Tax Expense for Operations
  $ 77,182     $ 437,391     $ 720,722  

Certain income and expense items are accounted for differently for financial reporting purposes than for income tax purposes.  Provisions for deferred taxes are made in recognition of these temporary differences and are measured using the income tax rates applicable to the period when the differences are expected to be realized or settled.

The major temporary differences, which created deferred tax assets and liabilities, are as follows:

   
2009
   
2008
 
Deferred Tax Assets:
           
Other Real Estate
  $ 199,748     $ 235,711  
Allowance for Loan Loss
    195,757       195,757  
Expenses Accrued for Books
    71,400       -  
Total Deferred Tax Assets
    466,905       431,468  
Deferred Tax Liabilities:
               
Section 481A Adjustment - Prepaid Expenses
    (148,397 )     (84,961 )
Unrealized Gain on Securities
    (223,817 )     (226,767 )
Fixed Assets
    (476,876 )     (247,352 )
Total Deferred Tax Liabilities
    (849,090 )     (559,080 )
                 
Net Deferred Tax Liability
  $ (382,185 )   $ (127,612 )
 
The Company had no amount of interest and penalties recognized in the consolidated statements of operations for the years ended December 31, 2009 and 2008, respectively, nor any amount of interest and penalties recognized in the consolidated balance sheets as of December 31, 2009 and 2008, respectively.

 
48

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE F
INCOME TAXES (Continued)
The Company files U.S. federal income tax returns and a Louisiana state income tax return. Returns filed in these jurisdictions for tax years ended on or after December 31, 2006 are subject to examination by the relevant taxing authorities.  The Company is not currently under examination by any taxing authority.  As of December 31, 2009 and 2008, the Company had no uncertain tax positions.


NOTE G
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS

   
December 31,
 
   
2009
   
2008
 
Furniture and Equipment
  $ 2,683,978     $ 2,659,986  
Bank Owned Vehicles
    62,491       62,491  
Leasehold Improvements
    440,254       439,689  
Land
    1,092,425       1,092,425  
Buildings
    5,859,133       5,859,133  
      10,138,281       10,113,724  
Less:  Accumulated Depreciation and Amortization
    3,997,085       3,597,363  
                 
Total Property, Equipment and Leasehold Improvements, Net
  $ 6,141,196     $ 6,516,361  

Depreciation and amortization expense aggregated $399,722 in 2009, $425,495 in 2008, and $351,653 in 2007.


NOTE H
ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses were as follows:

   
For the Years Ended
 
   
December 31,
 
   
2009
   
2008
 
             
Balance - January 1
  $ 1,800,000     $ 1,800,000  
Provision Charged to Operations
    535,543       256,622  
Loans Charged Off
    (702,043 )     (452,034 )
Recoveries
    166,500       195,412  
                 
Balance - December 31
  $ 1,800,000     $ 1,800,000  

 
49

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE I
STOCKHOLDERS' EQUITY

PREFERRED STOCK
8%, non-cumulative, non-participating, non-convertible, par value $1; 3,000,000 shares authorized, 1,837,089 shares issued and outstanding in 2009, and 3,000,000 shares authorized, 1,997,360 shares issued and outstanding in 2008.  Preferred stock ranks prior to common stock as to dividends and liquidation.

COMMON STOCK
Par value $1; 1,000,000 shares authorized, 179,145 shares issued and outstanding in 2009 and 2008.

On August 10, 1999, the Company declared a dividend distribution of one purchase right for each outstanding share of common stock.  Each right entitles the holder, at any time following the “Distribution Date” to purchase one share of common stock of the Company at an exercise price of $7.50 per share.  A “Distribution Date” occurs either ten days following certain actions designed to acquire 20% or more of the Company’s voting securities or ten days following a determination by the Board of Directors that a person having beneficial ownership of at least 10%, is an adverse person.  The rights expired on August 9, 2009 and none were exercised.


NOTE J
EARNINGS PER COMMON SHARE
Earnings per share are computed using the weighted average number of shares outstanding, which were 179,145 in 2009, 2008 and 2007.  There was no provision for dividends for the years ended December 31, 2009, 2008 or 2007.


NOTE K
CONTINGENT LIABILITIES AND COMMITMENTS
The Bank's financial statements do not reflect various commitments and contingent liabilities which arise in the normal course of business and which involve elements of credit risk, interest rate risk and liquidity risk.  These commitments and contingent liabilities are commitments to extend credit.  A summary of the Bank's commitments and contingent liabilities are as follows:

   
2009
   
2008
 
             
Credit Card Arrangements
  $ 16,758,000     $ 28,599,000  
Commitments to Extend Credit
    2,627,000       3,763,000  

 
50

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE K
CONTINGENT LIABILITIES AND COMMITMENTS (Continued)
Commitments to extend credit, credit card arrangements and standby letters of credit all include exposure to some credit loss in the event of nonperformance of the customer.  The Bank's credit policies and procedures for credit commitments and financial guarantees are the same as those for extension of credit that are recorded on the consolidated balance sheets.  Because these instruments have fixed maturity dates, and because many of them expire without being drawn upon, they do not generally present any significant liquidity risk to the Bank.

The Bank, in the course of conducting its business, becomes involved as a defendant or plaintiff in various lawsuits.  The Bank is a defendant in a lawsuit filed by a disaster protection company for bills received post Hurricane Katrina.  During 2008, the matter was tried before a judge and a verdict of approximately $84,000 was issued against the Bank.  The company is currently suing the Bank for legal fees incurred as a result of the case.  This matter is currently on appeal.  The Bank is presently exposed to $90,000 which has been charged to operations in the accompanying consolidated financial statements for 2009, in addition to another possible $10,000 or more, if the appeal is not won.

In August 2005, Hurricane Katrina impacted the New Orleans area.  Several of the Bank’s branches sustained significant damage as a result of the hurricane.  In addition, due to concessions made to customers to facilitate the timely processing of transactions, the Bank has estimated that it had sustained losses.  As a result of these losses, the Bank received approximately $2,090,000 of insurance proceeds.  Due to the uncertainty of the financial impact of Katrina, these proceeds were recorded as an escrow account on the balance sheet of the Bank.  Impairment losses and expenditures associated with repairs to the Bank’s facilities were applied against this account.  During 2009, the Bank recognized into income the remaining balance in the escrow account, which totaled approximately $817,000.  In 2007, the Bank recognized into income approximately $1,200 as a recovery from this contingency.


NOTE L
RELATED PARTY TRANSACTIONS
In the ordinary course of business, the Bank makes loans to its directors, officers and principal holders of equity securities.  These loans are made on substantially the same terms including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons.  An analysis of loans made to directors, officers and principal holders of equity securities, including companies in which they have a significant ownership interest, is as follows:

   
2009
   
2008
 
Balance - January 1
  $ 1,072,451     $ 484,196  
New Loans Made
    372,791       614,776  
Repayments
    (258,958 )     (26,521 )
                 
Balance - December 31
  $ 1,186,284     $ 1,072,451  

 
51

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE L
RELATED PARTY TRANSACTIONS (Continued)
In 2007, the Bank leased office space from Severn South Partnership.  The general partners of this Partnership are majority shareholders in BOL BANCSHARES, INC.  During 2007, the Bank purchased the building from Severn South Partnership.  Rent paid to Severn South Partnership, prior to the purchase, for the year ended December 31, 2007, totaled $247,407.

During the years ended December 31, 2009, 2008, and 2007, legal fees paid to a director totaled $12,352, $55,754 and $34,407, respectively.

At December 31, 2009 and 2008, amounts due to Directors of the Company, including accrued interest, totaled $173,081 and $158,661, respectively. These amounts, which are included in Notes Payable and Accrued Interest Payable in the accompanying consolidated balance sheets, are payable on demand and bear interest at 10% per annum.  Of the debentures payable at December 31, 2009 and 2008, $105,000 and $38,500, respectively, were to Directors of the Company (see Note S).


NOTE M
LEASES
The Bank leases office space under agreements expiring in various years through December 31, 2016.  In addition, the Bank rents office space on a month-to-month basis from non-related groups.

The total minimum rental commitment at December 31, 2009, under the leases is due as follows:

December 31,
     
2010
  $ 175,686  
2011
    177,551  
2012
    179,416  
2013
    181,281  
2014
    183,146  
Thereafter
    357,900  
         
    $ 1,254,980  

For the years ended December 31, 2009, 2008 and 2007, $227,714, $233,635 and $374,970 was charged to rent expense, respectively.

The Bank is the lessor of office space under operating leases expiring in various years through 2018.

 
52

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE M
LEASES (Continued)
Minimum future rentals to be received on non-cancelable leases as of December 31, 2009, are:

December 31,
     
2010
  $ 187,876  
2011
    124,979  
2012
    50,778  
2013
    33,603  
2014
    30,522  
Thereafter
    120,815  
         
    $ 548,573  


NOTE N
LETTERS OF CREDIT
Standby Letters of Credit obligate the Bank to meet certain financial obligations of its clients, if, under the contractual terms of the agreement, the clients are unable to do so.  These instruments are primarily issued to support public and private financial commitments, including commercial paper, bond financing, initial margin requirements on futures exchanges and similar transactions.  Outstanding letters of credit were $90,120 and $48,620 as of December 31, 2009 and 2008, respectively.  Of the $90,120 in letters of credit at December 31, 2009, $57,700 was secured by real property, $7,420 was secured by cash and $25,000 was unsecured.  All of the letters of credit are scheduled to mature in 2010.


NOTE O
INTEREST BEARING DEPOSITS
Major classifications of interest bearing deposits are as follows:

   
December 31,
 
   
2009
   
2008
 
             
NOW Accounts
  $ 11,815,842     $ 10,765,565  
Money Market Accounts
    3,772,486       3,666,985  
Savings Accounts
    20,779,833       22,717,473  
Certificates of Deposit Greater Than $100,000
    3,810,265       1,880,127  
Other Certificates of Deposit
    6,801,633       7,017,636  
                 
    $ 46,980,059     $ 46,047,786  

 
53

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE O
INTEREST BEARING DEPOSITS (Continued)
The maturities of Certificates of Deposit Greater than $100,000 at December 31, 2009 follows:  (Dollar amounts in thousands)
 
Three Months or Less
  $ 1,130  
After Three Months Through One Year
    2,302  
Over One Year Through Three Years
    378  
         
    $ 3,810  


NOTE P
FUNDS AVAILABLE FOR DIVIDENDS
The Bank is restricted under applicable laws and regulatory authority in the payment of cash dividends.  Such laws generally restrict cash dividends to the extent of the Bank's earnings.

No dividends were paid by the Bank to BOL Bancshares, Inc. during the years ended December 31, 2009 and 2008.  Dividends of $643,500 were paid by the Bank to BOL Bancshares, Inc. during the year ended December 31, 2007.


NOTE Q
CONCENTRATIONS OF CREDIT
All of the Bank's loans, commitments, and commercial and standby letters of credit have been granted to customers in the Bank's market area.  All such customers are depositors of the Bank.  The concentrations of credit by type of loan are set forth in Note C.  Commercial letters of credit were granted primarily to commercial borrowers.


NOTE R
EMPLOYEE BENEFITS
Effective January 1, 2001, the Bank adopted a Section 401(k) savings plan.  The Plan covers substantially all employees who are at least eighteen years old and have completed six months of continuous service.  The Bank may make discretionary contributions and is not required to match employee contributions under the plan.  The Bank made no contributions to the plan during the years ended December 31, 2009, 2008 or 2007.

 
54

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE S
NOTES PAYABLE
The following is a summary of notes payable at December 31, 2009 and 2008:

   
December 31,
 
   
2009
   
2008
 
             
Notes payable to a current Director of the Company, payable on demand, interest at 10%.
  $ 144,201     $ 144,201  
                 
Debentures payable, due July 2009, interest at 7%, callable at 103%, 102% and 101% of face value during the first, second, and third years, respectively, following the closing date, interest payable semi-annually, each $500 debenture secured by 51.07 shares of the Bank's stock.
    -       1,399,000  
                 
Debentures payable, due July 2012, interest at 6%, callable at 103%, 102% and 101% of face value during the first, second, and third years, respectively, following the closing date,interest payable semi-annually, each $500debenture secured by 71.50 shares of the Bank’s stock.
    1,000,000       -  
                 
    $ 1,144,201     $ 1,543,201  

Following are maturities of long-term debt:

December 31,
     
       
2010
  $ 144,201  
2011
    -  
2012
    1,000,000  
         
    $ 1,144,201  

 
55

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE T
INTEREST INCOME AND INTEREST EXPENSE
Major categories of interest income and interest expense are as follows:

   
December 31,
 
   
2009
   
2008
   
2007
 
                   
INTEREST INCOME
                 
Interest and Fees on Loans:
                 
Real Estate Loans
  $ 3,531,844     $ 3,584,393     $ 3,678,857  
Installment Loans
    132,183       135,124       149,420  
Credit Cards and Related Plans
    2,092,520       2,490,538       2,744,183  
Commercial and All Other Loans
    237,431       249,774       293,519  
Interest on Certificates of Deposit
    58,028       -       -  
Interest on Investment Securities -U.S. Treasury and Other Securities
    33,933       107,507       443,302  
Interest on Federal Funds Sold
    24,970       648,171       1,307,844  
                         
    $ 6,110,909     $ 7,215,507     $ 8,617,125  
                         
                         
INTEREST EXPENSE
                       
Interest on Time Deposits of $100,000 or More
  $ 81,297     $ 101,709     $ 49,009  
Interest on Other Deposits
    309,235       643,158       651,236  
Interest on Notes Payable
    93,782       112,658       112,659  
                         
    $ 484,314     $ 857,525     $ 812,904  

 
56

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE U
NON-INTEREST INCOME AND NON-INTEREST EXPENSES
Major categories of other non-interest income and non-interest expenses are as follows:

   
December 31,
 
   
2009
   
2008
   
2007
 
                   
OTHER NON-INTEREST INCOME
                 
Cardholder and Other Charge Card Income
  $ 436,458     $ 498,265     $ 547,641  
Other Commission and Fees
    64,062       72,342       62,253  
Other Real Estate Income
    9,271       300       88,491  
Other Income
    245,455       640,172       118,172  
                         
    $ 755,246     $ 1,211,079     $ 816,557  
                         
                         
OTHER NON-INTEREST EXPENSES
                       
Loan and Charge Card Expenses
  $ 125,737     $ 120,575     $ 125,011  
Communications
    218,627       230,858       221,459  
Outsourcing Fees
    1,321,717       1,468,480       1,431,830  
Stationery, Forms and Supplies
    91,985       96,491       110,869  
Professional Fees
    257,246       251,802       304,946  
Insurance and Assessments
    224,677       93,346       76,404  
Advertising
    1,702       6,670       9,090  
Miscellaneous Losses
    710       (546 )     4,477  
Promotional Expenses
    61,307       50,010       73,911  
Other Real Estate Expenses
    134,126       34,800       87,477  
Other Expenses
    625,221       462,777       505,464  
                         
    $ 3,063,055     $ 2,815,263     $ 2,950,938  
                         

 
57

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE V
CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY

BOL BANCSHARES, INC.
 
CONDENSED BALANCE SHEETS
 
             
             
   
December 31,
 
   
2009
   
2008
 
             
ASSETS
           
Due from Banks
  $ 281,506     $ 766,141  
Securities Available-for-Sale, at Fair Value
    783,520       792,197  
Other Assets
    1,858       367  
Due from Subsidiary Bank
    -       27,654  
Investment in Bank of Louisiana
    11,855,033       11,709,783  
                 
    $ 12,921,917     $ 13,296,142  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Due to Subsidiary Bank
  $ 23,696     $ -  
Notes Payable
    1,144,201       1,543,201  
Deferred Taxes
    174,121       177,071  
Accrued Interest
    58,305       55,510  
Shareholders' Equity
    11,521,594       11,520,360  
                 
    $ 12,921,917     $ 13,296,142  

 
58

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE V
CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (Continued)

BOL BANCSHARES, INC.
 
STATEMENTS OF INCOME
 
                   
                   
   
December 31,
 
   
2009
   
2008
   
2007
 
                   
INCOME
                 
Dividend Income - Bank of Louisiana
  $ -     $ -     $ 643,500  
Interest Income
    5,412       7,828       5,544  
Miscellaneous Income
    78,635       41,003       40,323  
                         
      84,047       48,831       689,367  
EXPENSES
                       
Interest
    93,782       112,658       112,659  
Other Expenses
    5,630       5,617       5,226  
                         
      99,412       118,275       117,885  
                         
(LOSS) INCOME BEFORE EQUITY IN UNDISTRIBUTED EARNINGS OF SUBSIDIARY
    (15,365 )     (69,444 )     571,482  
                         
Equity in Undistributed Earnings of Subsidiary
    145,250       765,876       872,032  
                         
INCOME BEFORE INCOME TAX BENEFIT
    129,885       696,432       1,443,514  
                         
INCOME TAX BENEFIT
    5,291       27,654       32,952  
                         
NET INCOME
  $ 135,176     $ 724,086     $ 1,476,466  

 
59

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE V
CONDENSED FINANCIAL INFORMATION - PARENT COMPANY ONLY (Continued)

BOL BANCSHARES, INC.
 
STATEMENTS OF CASH FLOWS
 
                   
                   
   
December 31,
 
   
2009
   
2008
   
2007
 
                   
OPERATING ACTIVITIES
                 
Net Income
  $ 135,176     $ 724,086     $ 1,476,466  
Adjustments to Reconcile Net Income to Net Cash (Used in) Provided by Operating Activities Equity in Undistributed Earnings of Subsidiary
    (145,250 )     (765,876 )     (872,032 )
Net (Increase) Decrease in Other Assets
    (1,489 )     737       24,438  
Net Increase (Decrease) in Other Liabilities
    2,795       (208,822 )     7,678  
                         
Net Cash (Used in) Provided by Operating Activities
    (8,768 )     (249,875 )     636,550  
                         
FINANCING ACTIVITIES
                       
Preferred Stock Retired
    (128,217 )     (67,597 )     (4,486 )
Decrease in Due to/from Subsidiary
    51,350       28,999       6,918  
Proceeds from Issuance of Long-Term Debt
    1,000,000       -       -  
Repayment of Long-Term Debt
    (1,399,000 )     -       (1,000 )
                         
                         
Net Cash (Used in) Provided by Financing Activities
    (475,867 )     (38,598 )     1,432  
                         
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    (484,635 )     (288,473 )     637,982  
                         
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR
    766,141       1,054,614       416,632  
                         
CASH AND CASH EQUIVALENTS - END OF YEAR
  $ 281,506     $ 766,141     $ 1,054,614  

 
60

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE W
COMPREHENSIVE INCOME
Comprehensive income was comprised of changes in the Company’s unrealized holding gains or losses on securities available-for-sale during 2009, 2008 and 2007.  The following represents the tax effects associated with the components of comprehensive income:

   
December 31,
 
   
2009
   
2008
   
2007
 
                   
Gross Unrealized Holding (Losses) Gains Arising During the Period
  $ (8,676 )   $ 83,308     $ 219,659  
Tax (Expense) Benefit
    2,950       (28,325 )     (74,684 )
      (5,726 )     54,983       144,975  
                         
Reclassification Adjustment for Gains Included in Net Income
    -       -       -  
Tax Benefit
    -       -       -  
      -       -       -  
                         
Net Unrealized Holding (Losses) Gains Arising During the Period
  $ (5,726 )   $ 54,983     $ 144,975  
 
 
NOTE X
REGULATORY MATTERS
As of December 31, 2009, the most recent notification from the FDIC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action.  To be categorized “well capitalized” the Bank must maintain minimum leverage capital ratios and minimum amounts of capital to total "risk weighted" assets, as set forth in the table.  Management philosophy and plans are directed to enhancing the financial stability of the Bank to ensure the continuity of operations.

 
61

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE X
REGULATORY MATTERS (Continued)
The Bank's actual capital amounts and ratios are also presented in the table.  (Dollars in thousands.)

   
December 31, 2009
 
                                     
               
Required for Capital
   
Required to be Well Capitalized Under Prompt Corrective
 
   
Actual
   
Adequacy Purposes
   
Action Provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
                                     
Tier I Capital (to Average Assets)
  $ 11,856       13.06 %   $ 3,632       4.00 %   $ 4,540       5.00 %
Tier I Capital (to Risk-Weighted Assets)
  $ 11,856       18.32 %   $ 2,589       4.00 %   $ 3,883       6.00 %
Total Capital (to Risk-Weighted Assets)
  $ 12,677       19.59 %   $ 5,178       8.00 %   $ 6,472       10.00 %

   
December 31, 2008
 
                         
               
Required for Capital
   
Required to be Well Capitalized Under Prompt Corrective
 
   
Actual
   
Adequacy Purposes
   
Action Provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
                                     
Tier I Capital (to Average Assets)
  $ 11,710       11.78 %   $ 3,975       4.00 %   $ 4,969       5.00 %
Tier I Capital (to Risk-Weighted Assets)
  $ 11,710       18.53 %   $ 2,528       4.00 %   $ 3,792       6.00 %
Total Capital (to Risk-Weighted Assets)
  $ 12,512       19.80 %   $ 5,055       8.00 %   $ 6,319       10.00 %


NOTE Y
DISCLOSURE ABOUT 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 the value:

 
62

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE Y
DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

CASH AND SHORT-TERM INVESTMENTS
For cash, the carrying amount approximates fair value.  For short-term investments, fair values are calculated based upon general investment market interest rates for similar maturity investments.
 
INVESTMENT SECURITIES
For securities and marketable equity securities held-for-investment purposes, fair values are based on quoted market prices.
 
LOAN RECEIVABLES
For certain homogeneous categories of loans, such as residential mortgages, credit card receivables and other consumer loans, fair value is estimated using the current U.S. treasury interest rate curve, a factor for cost of processing and a factor for historical credit risk to determine the discount rate.
 
DEPOSIT LIABILITIES
The fair value of demand deposits, savings deposits and certain money market deposits are calculated based upon general investment market interest rates for investments with similar maturities.  The value of fixed maturity certificates of deposit is estimated using the U.S. treasury interest rate curve currently offered for deposits of similar remaining maturities.

COMMITMENTS TO EXTEND CREDIT
The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present credit-worthiness of the counterparties.

The estimated fair values of the Company’s financial instruments are as follows:

   
December 31, 2009
 
   
Carrying Amount
   
Fair Value
 
Financial Assets:
           
Cash and Short-Term Investments
  $ 4,040,412     $ 4,040,412  
Certificates of Deposit
    5,193,897       5,193,897  
Investment Securities
    302,180       814,300  
Loans
    60,102,510       60,294,273  
Less:  Allowance for Loan Losses
    (1,800,000 )     (1,800,000 )
    $ 67,838,999     $ 68,542,882  
Financial Liabilities:
               
Deposits
  $ 79,087,330     $ 79,197,095  
Unrecognized Financial Instruments:
               
Commitments to Extend Credit
  $ 2,627,000     $ 2,627,000  
Credit Card Arrangements
    16,758,000       16,758,000  
    $ 19,385,000     $ 19,385,000  

 
63

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE Y
DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

   
December 31, 2008
 
             
   
Carrying Amount
   
Fair Value
 
Financial Assets:
           
Cash and Short-Term Investments
  $ 3,103,598     $ 3,103,598  
Investment Securities
    2,824,326       2,848,701  
Loans
    57,408,039       57,540,095  
Less:  Allowance for Loan Losses
    (1,800,000 )     (1,800,000 )
    $ 61,535,963     $ 61,692,394  
Financial Liabilities:
               
Deposits
  $ 80,977,309     $ 81,132,605  
                 
Unrecognized Financial Instruments:
               
Commitments to Extend Credit
  $ 3,763,000     $ 3,763,000  
Credit Card Arrangements
    28,599,000       28,599,000  
    $ 32,362,000     $ 32,362,000  


NOTE Z
FINANCIAL INSTRUMENTS
The Company adopted ASC No. 820 on January 1, 2008 for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  ASC No. 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC No. 820 defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.  The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.  In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

 
64

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE Z
FINANCIAL INSTRUMENTS (Continued)
In addition to defining fair value, ASC No. 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs.  The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.  Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety.  These levels are:

 
·
Level 1 - Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

 
·
Level 2 - Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market date for substantially the full term of the assets or liabilities.

 
·
Level 3 - Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.  The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis.

December 31, 2009
 
Level 1
   
Level 2
   
Level 3
   
Net Balance
 
                         
Assets
                       
Equity Securities
  $ -     $ 814,300     $ -     $ 814,300  
                                 
Total
  $ -     $ 814,300     $ -     $ 814,300  
                                 
                                 
December 31, 2008
 
Level 1
   
Level 2
   
Level 3
   
Net Balance
 
                                 
Assets
                               
Equity Securities
  $ -     $ 822,977     $ -     $ 822,977  
                                 
Total
  $ -     $ 822,977     $ -     $ 822,977  

 
65

 
BOL BANCSHARES, INC. & SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE AA
EVALUATION OF SUBSEQUENT EVENTS
During the year, the Company adopted FASB ASC Topic 855, Subsequent Events. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, it sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of ASC 855 had no impact on the Company’s financial statements.

In accordance with ASC 855, the Company evaluated subsequent events through March 8, 2010, the date these financial statements were available to be issued. There were no material subsequent events that required recognition or additional disclosure in these financial statements.

 
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Item 8 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure - None

Item 8A(T) Controls and Procedures
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure.  Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives.

With the participation of management, the certifying officers of the Company have evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of a date within 90 days of the filing date of this report and have concluded that such controls and procedures are effective.  There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial report for the Company.  Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America.  Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material affect on our financial statements would have been prevented or detected on a timely basis.  Because of the inherent limitations of internal control over financial reporting, misstatements may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, with the participation of the certifying officers of the Company, assessed the effectiveness of our internal control over financial reporting as of December 31, 2009.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.  Based on this assessment, management, with the participation of the certifying officers of the Company, believes that, as of December 31, 2009, the Company’s internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Item 8B Other Information
None

 
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Item 9 Directors and Executive Officers of the Company
Directors and executive officers of the Company each serve for a term of one year.

Name
Age
Position with the Company and Bank of Louisiana (the "Bank") and Principal Occupation
Director Since
       
G. Harrison Scott
86
Director; Chairman of the Board of the Company and the Bank, and President of the Company and the Bank.
1981
       
Franck F. LaBiche
64
Director of the Company and the Bank. President, Executone Systems Co. of La. Inc.
2004
       
Henry L. Klein
65
Director of the Company and the Bank, and Secretary of the Company. Attorney at Law
2004
       
Johnny C. Crow
59
Director of the Company and the Bank. Insurance Agent, New York Life Ins. Co.
2005
       
Sharry R. Scott
39
Director of the Company and the Bank. Assistant Attorney General, Louisiana Department of Justice
2005
       
A. Earle Cefalu, Jr.
72
Director of the Company and the Bank. General Manager, Hood Automotive
2009
       

Non-Director Executive Officer
 
 
 
 
 
Name
Age
Position with the Company and the Bank and Principal Occupation
 
Peggy L. Schaefer
58
Ms. Schaefer has served as Treasurer of the Company since 1988 and Senior Vice President and Chief Financial Officer of the Bank since 1996.
 
 
 
 
 

No family relationships exist among the executive officers of the Company or the Bank.  There is one family relationship that exists among the current directors, that of Mr. G. Harrison Scott and his daughter Sharry R. Scott.  Except for service as a director of the Company, no director of the Company is a director of any other company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(b) of that act or any company registered as an investment company under the Investment Company Act of 1940.

 
68


Item 10 Executive Compensation
The Company pays no salaries or other compensation to its directors and executive officers.  The Bank paid each director, other than Mr. Scott, a fee for attending each meeting of the Board of Directors, and each meeting of the Bank's Audit and Finance Committee and Executive Committee, in the amount of 400, $300, and $300, respectively.

From October 1, 1990, through June 30, 1992, the director-recipients loaned these fees to the Company.  During the year 2006, the Company paid off the loans to the former directors for a total of $563,091, including principal and interest.  During the year 2008, the Company paid one current director $223,282.  As of December 31, 2009, the balance due was $171,856, including accrued and unpaid interest at the rate of 10% per annum.  At this time, there is no maturity date on these loans.

The following table sets forth compensation for the Bank’s executive officer for the calendar years 2009, 2008, and 2007.  No other executive officer received total compensation in excess of $100,000 during 2009.

 
 
 
Annual Compensation
   
Long Term Compensation
   
 
 
 
 
 
 
   
 
   
 
   
Awards
   
 
   
Payouts
   
 
 
Name and Principal
Year
 
Salary
   
Bonus
   
Other Annual Compensation
   
Restricted Stock Award(s)
   
Options/SARs
   
LTIP Payouts
   
All Other Compensation
 
Position
 
 
($)
   
($)
   
($)
   
($)
    (#)    
($)
   
($)
 
 
 
 
 
   
 
   
 
   
 
                 
 
 
G. Harrison Scott,
2009
    89,800       0       82,000       0       0       0       0  
Chairman of the
2008
    91,978       0       82,000       0       0       0       18,000  
Board & President of the Bank
2007
    89,800       0       82,000       0       0       0       0  

In addition to the cash compensation shown in the foregoing table, the Bank provided an automobile to Mr. Scott.  Annual compensation does not include amounts attributable to miscellaneous benefits received by Mr. Scott.  The cost to the Bank of providing such benefits did not exceed 10% of the total annual salary and bonus paid to Mr. Scott.

Committees of the Board of Directors of the Company and the Bank

The Company does not have standing audit, or compensation committees of the Board of Directors, or committees performing similar functions.  In lieu thereof, the Board of Directors as a group performs the foregoing functions.

During fiscal year 2009, the Board of Directors of the Company held a total of 5 meetings.  Each director attended at least 75% of the aggregate of the meetings of the Board of Directors.

The Bank does not have standing nominating, or compensation committees of the Board of Directors, or committees performing similar functions.  In lieu thereof, the Board of Directors as a group performs the foregoing functions.

During fiscal year 2009, the Board of Directors of the Bank held a total of 13 meetings.  Each director attended at least 75% of the aggregate of the meetings of the Board of Directors and of the committees on which such director served.

The Board of Directors of the Bank has an Executive Committee consisting of five permanent members.  The permanent members of the Executive Committee in 2009 were Messrs. Scott (chairman), Crow, Klein, LaBiche, and Ms. S. Scott, and the rotating member was A. Earle Cefalu, Jr. The Executive Committee formulates policy matters for determination by the Board of Directors and reviews financial reports, loan reports, new business, and other real estate owned information.  The Executive Committee met 28 times in 2009.

The Board of Directors of the Bank does have an Audit and Finance Committee and does not have a charter.  This committee meets monthly on the first Tuesday of the month.  By Bank policy, the Audit and Finance Committee reviews information from management; reviews financial and delinquency reports; reviews the work performed by the Bank’s internal auditor and by the independent certified public accountant firm.  In addition this committee also reviews capital expenditures in excess of $5,000; analyzes the Loan Loss Reserve adequacy; and approves charged off loans.  The Audit and Finance Committee met 12 times in 2009.

 
69


The Audit and Finance Committee discloses the following:
 
1.
They have reviewed and discussed the audited financial statements with management, and with the independent auditors.
 
2.
They have received a letter and written disclosure from the independent auditors, and have discussed the independence of the auditors.
 
3.
They have recommended to the Board of Directors that the financial statements as issued by the independent auditors be included in the Annual Report.

The permanent members of the Audit and Finance Committee were Messrs. LaBiche (chairman), Klein, and Crow, and the rotating member was Ms. S. Scott and A. Earle Cefalu, Jr.

Item 11 Security Ownership of Certain Beneficial Owners and Management
The following table sets forth as of December 31, 2009, certain information as to the Company Stock beneficially owned by (i) each person or entity, including any “group” as that term is used in Section 13(d) (3) of the Exchange Act, who or which was known to the Company to be the beneficial owner of more that 5% of the issued and outstanding Stock, (ii) the directors of the Company, (iii) all directors and executive officers of the Company and the Bank as a group.

   
Common
     
Preferred
 
Name of Beneficial Owner
 
Number
   
Percent
    Number    
Percent
 
                           
Directors:
                         
G. Harrison Scott (Direct)
    518       29.00 %     157,673       8.58 %
                                 
G. Harrison Scott (Beneficial owner of Scott Family, LLP)
    104,687       58.43 %     -       -  
Franck F. LaBiche
    500       - (*)     -       -  
Henry L. Klein
    500       - (*)     -       -  
Johnny C. Crow
    1,502       - (*)     -       -  
Sharry R. Scott
    -       - (2)     -       -  
A. Earle Cefalu, Jr.
    500       - (*)     -       -  
                                 
                                 
All Directors & Executive Officers of the Company and the Bank as a Group (7 persons)
    108,477       60.55 %     160,445       8.73 %

 
(*)
Represents less than 1% of the shares outstanding.
 
(1)
Based upon information furnished by the respective persons.  Pursuant to rules promulgated under the 1934 Act, a person is deemed to beneficially own shares of stock if he or she directly or indirectly has or shares (a) voting power, which includes the power to vote or to direct the voting of the shares; or (b) investment power, which includes the power to dispose or direct the disposition of the shares.  Unless otherwise indicated, the named beneficial owner has sole voting power and sole investment power with respect to the indicated shares.
 
(2)
Sharry R. Scott, through ownership of an interest in Scott Family LLP, owns 7,151 shares of common stock.

 
70


Item 12 Certain Relationships and Related Transactions
The Bank makes loans in the ordinary course of business to its directors and executive officers, 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 collectability or present other unfavorable features.  At December 31, 2009, two directors had aggregate loan balances in excess of $60,000, which amounted to approximately $826,457 in the aggregate.

On August 20, 2007 for a price of $4,650,000 the Bank purchased the land and improvements from Severn South Partnership to which the Bank was paying rent.  The property consists of a four story building with offices that are leased to other businesses.   The purchase was approved by FDIC (Federal Deposit Insurance Corp) and OFI (Office of Financial Institutions, State of Louisiana) on August 6, 2007 with the stipulation that the investment in fixed assets not exceed 50 percent of its equity capital and reserves by December 31, 2009.  The percentage as of December 31, 2008 was 48.24% and December 31, 2009 was 44.62%.

The Bank leased office space from Severn South Partnership.  The general partner of Severn South Partnership is a majority shareholder in BOL Bancshares, Inc.  Rent paid to Severn South Partnership for the years ended December 31, 2007 (prior to the purchase described above), and 2006 totaled $247,407, and $381,386 respectively.

Item 13 Exhibits and Reports on Form 8-K
Exhibits

31.1 Section 302 Principal Executive Officer Certification
31.2 Section 302 Principal Financial Officer Certification
32.1 Section 1350 Certification
32.2 Section 1350 Certification

Reports on Form 8-K

NONE

Item 14 Principal Accountant Fees and Services

AUDIT FEES
The aggregate fees billed by LaPorte, Sehrt, Romig and Hand for its audit of the Company’s annual financial statements for 2009 and for its reviews of the Company’s unaudited interim financial statements included in Form 10-Q filed by the Company and other related audit fees during 2009 was $72,542.  The fees billed for 2008 were $81,745.

Tax Fees
The aggregate fees billed by LaPorte, Sehrt, Romig and Hand for tax compliance, tax preparation, and tax review for 2009 were $14,420.  The fees billed for 2008 were $34,530.

All Other Fees
The aggregate fees billed by LaPorte, Sehrt, Romig & Hand for other accounting services for 2009 were $1,587.  The fees billed for 2008 were $3,944.

 
71


SIGNATURES
 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
BOL BANCSHARES, INC.
     
 
  /s/ G. Harrison Scott
 
March 31, 2010
G. Harrison Scott
Date
Chairman
 
(in his capacity as a duly authorized officer of the Registrant)


 
  /s/ Peggy L. Schaefer
 
 
Peggy L. Schaefer
 
 
Treasurer
 
 
(in her capacity as Chief Accounting Officer of the Registrant)
 


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 31, 2010.


  /s/ G. Harrison Scott
 
  /s/ Johnny C. Crow
 
G. Harrison Scott – Director
 
Johnny C. Crow – Director
 
       
       
  /s/ Franck F. LaBiche
 
  /s/ Sharry R. Scott
 
Franck F. LaBiche – Director
 
Sharry R. Scott - Director
 
       
       
       
  /s/ Henry L. Klein
 
  /s/ A. Earle Cefalu
 
Henry L. Klein – Director
 
A. Earle Cefalu, Jr. - Director
 
 
 
72