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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission File Number 0-25756
IBERIABANK Corporation
(Exact name of registrant as specified in its charter)
Louisiana 72-1280718
------------ ---------------
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification Number)
1101 East Admiral Doyle Drive
New Iberia, Louisiana 70560
--------------------- --------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (337) 365-2361
Securities registered pursuant of Section 12(b) of the Act: Not Applicable
Securities registered pursuant of Section 12(g) of the Act
Common Stock (par value $1.00 per share)
----------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant of 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 of this
Form 10-K.
As of March 23, 2001, the aggregate market value of the 5,883,426 shares of
Common Stock of the Registrant issued and outstanding on such date, which
excludes 375,311 shares held by all directors and officers of the Registrant as
a group, was approximately $135.3 million. This figure is based on the closing
sale price of $23.000 per share of the Registrant's Common Stock on March 23,
2001.
Number of shares of Common Stock outstanding as of December 31, 2000:
6,258,737
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated: (1) portions of
the Annual Report to Stockholders for the fiscal year ended December 31, 2000
are incorporated into Part II, Items 5 through 8 of this Form 10-K; (2) portions
of the definitive proxy statement for the 2000 Annual Meeting of Stockholders to
be filed within 120 days of Registrant's fiscal year end are incorporated into
Part III, Items 9 through 13 of this Form 10-K.
PART 1.
ITEM 1. BUSINESS.
GENERAL
IBERIABANK Corporation, formerly ISB Financial Corporation (the "Company"),
is the bank holding company for IBERIABANK, a Louisiana chartered commercial
bank (the "Bank"). The only significant assets of the Company are the capital
stock of the Bank, the Company's loan to an employee stock ownership plan, and
cash. To date, the business of the Company has consisted of the business of the
Bank. The Company's common stock trades on the NASDAQ Stock Market under the
symbol "IBKC." At December 31, 2000, the Company had total assets of $1.4
billion, total deposits of $1.1 billion and shareholders' equity of $127.0
million.
The Bank conducts business from its main office located in New Iberia,
Louisiana and 41 branch offices located in New Iberia, Lafayette, Jeanerette,
Franklin, Morgan City, Crowley, Rayne, Kaplan, St. Martinville, Abbeville,
Scott, Carencro, Ruston, Monroe, West Monroe, Gretna, Marrero, River Ridge, New
Orleans, Metairie and Kenner, all of which are in Louisiana. The Bank's deposits
are insured by the Federal Deposit Insurance Corporation ("FDIC"), within
applicable limits.
The Company is primarily engaged in attracting deposits from the general
public and using those funds to originate loans. Previous to 1996, the Company's
primary lending emphasis was loans secured by first and second liens on
single-family (one-to-four units) residences located in the Company's primary
market area. At December 31, 2000, such loans amounted to $279.2 million, or
29.7% of the Company's gross loan portfolio. The Company's emphasis is on the
origination of consumer, commercial real estate and commercial business loans.
Consumer loans consist of home equity loans, home equity lines of credit,
automobile loans, indirect automobile loans, loans secured by deposit accounts
and other consumer loans. At December 31, 2000, $378.4 million, or 40.2%, of the
Company's gross loans were consumer loans. Of that amount $205.1 million, or
21.8% of gross loans, were indirect automobile loans. Commercial loans consist
of commercial real estate loans and commercial business loans. At December 31,
2000, $196.5 million, or 20.9% of gross loans, were secured by commercial real
estate and $79.0 million, or 8.4%, were commercial business loans. The Company
also originates loans for the purpose of constructing residential 1-4 family
units. At December 31, 2000, $7.5 million, or 0.8% of the Company's loans, were
construction loans.
The Bank offers discount brokerage services through its wholly owned
subsidiary, Iberia Financial Services. The brokerage services are provided
through Invest.
On January 11, 2001 the Bank announced the formation of a joint venture,
IBERIABANK Insurance Services, LLC, to provide insurance services to its
clients. The new company is a joint effort of the Bank and Burch, Marcus, Pool,
Krupp, Daniel and Babineaux, a local insurance agency and one of Louisiana's
largest agent-owned independent insurance agencies.
The Company, as a bank holding company, is subject to regulation and
supervision by the Board of Governors of the Federal Reserve System ("FRB"). The
Bank is subject to examination and comprehensive regulation by the Office of
Financial Institutions of the State of Louisiana ("OFI"), which is the Bank's
chartering authority and primary regulator. The Bank is also subject to
regulation by the FDIC and to certain reserve requirements established by the
Federal Reserve Board. The Bank is a member of the Federal Home Loan Bank
("FHLB") of Dallas, which is one of the 12 regional banks comprising the FHLB
System.
In addition to its deposit gathering and lending activities, the Company
invests in mortgage backed securities, substantially all of which are issued or
guaranteed by U.S. Government agencies and government sponsored enterprises, as
well as U.S. Treasury and federal government agency obligations and other
investment securities. At December 31, 2000, the Company's investments totaled
$344.5 million, or 2.5% of total assets. Mortgage backed securities amounted to
$240.2 million, or 17.2% of total assets, and government and agency securities
amounted to $104.4 million, or 7.5% of total assets. A total of $268.2, or 77.9%
of total investment securities, were classified as available for sale at
December 31, 2000.
2
LENDING ACTIVITIES
Loan Portfolio Composition. The following table sets forth the composition
of the Company's loans held in portfolio at the dates indicated. (1)
December 31,
------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
----------------- ----------------- ------------------ ------------------ ----------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ ------- ------ ------- ------ -------
(Dollars in Thousands)
Mortgage loans:
Residential 1-4 family $279,193 29.68% $266,161 31.60% $299,987 39.06% $370,055 56.07% $384,007 66.70%
Construction 7,482 0.80% 6,381 0.76% 7,402 0.96% 7,890 1.20% 7,957 1.38%
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
Total mortgage loans 286,675 30.48% 272,542 32.36% 307,389 40.02% 377,945 57.27% 391,964 68.08%
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
Commercial loans:
Business 78,986 8.40% 82,485 9.78% 83,237 10.83% 57,620 8.73% 35,894 6.24%
Real estate 196,479 20.89% 157,248 18.65% 117,768 15.33% 50,462 7.64% 25,239 4.38%
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
Total commercial loans 275,465 29.29% 239,733 28.43% 201,005 26.16% 108,082 16.37% 61,133 10.62%
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
Consumer loans:
Home equity 108,070 11.49% 91,531 10.86% 73,185 9.52% 34,192 5.18% 21,637 3.76%
Automobile 25,297 2.69% 23,432 2.78% 24,631 3.21% 9,434 1.43% 7,509 1.30%
Indirect automobile 205,143 21.81% 179,350 21.27% 118,529 15.43% 94,282 14.28% 54,935 9.54%
Credit card 9,559 1.02% 6,436 0.76% 4,584 0.60% 4,150 0.63% 4,017 0.70%
Other 30,316 3.22% 29,854 3.54% 38,912 5.06% 31,978 4.84% 34,514 6.00%
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
Total consumer loans 378,385 40.23% 330,603 39.21% 259,841 33.82% 174,036 26.36% 122,612 21.30%
-------- ------- -------- ------- -------- ------- -------- ------- -------- -------
Total loans receivable $940,525 100.00% $842,878 100.00% $768,235 100.00% $660,063 100.00% $575,709 100.00%
======== ======= ======== ======= ======== ======= ======== ======= ======== =======
- ------------
(1) This schedule does not include loans held for sale of $3.3 million, $4.8
million, $18.4 million and $4.4 million at December 31, 2000, 1999, 1998
and 1997, respectively. There were no loans classified as held for sale
prior to the year ended December 31, 1997.
3
CONTRACTUAL MATURITIES. The following table sets forth the scheduled
contractual maturities of the Company's loans held to maturity at December 31,
2000. Demand loans, loans having no stated schedule of repayments and no stated
maturity and overdraft loans are reported as due in one year or less. The
amounts shown for each period do not take into account loan prepayments and
normal amortization of the Company's loan portfolio held to maturity.
Commercial
------------------------------------
Construction Real Estate Business Total
------------ ----------- -------- -----
(Dollars in Thousands)
Amounts due in:
One year or less $ -- $ 45,842 $ 46,469 $ 92,311
After one year through five years -- 115,982 26,530 142,512
After five years 7,482 34,655 5,987 48,124
-------- -------- -------- --------
Total $ 7,482 $196,479 $ 78,986 $282,947
======== ======== ======== ========
Interest rate terms on amounts Due after one year:
Fixed rate $ 2,300 $104,318 $ 20,922 $127,540
Adjustable rate 5,182 46,319 11,595 63,096
-------- -------- -------- --------
Total $ 7,482 $150,637 $ 32,517 $190,636
======== ======== ======== ========
Scheduled contractual amortization of loans does not reflect the expected
term of the Company's loan portfolio. The average life of loans is substantially
less than their contractual terms because of prepayments.
The lending activities of the Company are subject to written underwriting
standards and loan origination procedures established by the Board of Directors
and management. The process of underwriting all residential mortgage, consumer
and construction loans and obtaining appropriate documentation, such as credit
reports, appraisals and other documentation is centralized. The credit analysis
department is responsible for overseeing the underwriting of all commercial
business and commercial real estate loans. The Company generally requires that a
property appraisal be obtained in connection with all new mortgage loans. The
Company requires that title insurance or a title opinion (other than with
respect to home equity loans) and hazard insurance be maintained on all security
properties and that flood insurance be maintained if the property is within a
designated flood plain.
RESIDENTIAL 1-4 FAMILY LOANS. Substantially all of the Company's
residential 1-4 family mortgage loans consist of conventional loans. The vast
majority of the Company's residential 1-4 family mortgage loans is secured by
properties located in Southwestern Louisiana and the greater New Orleans area
and are originated under terms and documentation which permit their sale in the
secondary market. Since 1996, the Company has decided to sell, or hold for sale
in the secondary market, the majority of all conforming fixed rate loan
originations and retain adjustable rate loan originations in its portfolio.
At December 31, 2000, $144.4 million, or 50.4%, of the Company's
residential 1-4 family mortgage and construction loans were fixed rate loans and
$142.3 million, or 49.6%, were adjustable rate loans.
In order to assist low- to moderate- income families achieve home
ownership, the Company will provide 100% financing to certain low-to moderate-
income homebuyers in its market area. Such loans are structured as a 30-year ARM
with respect to 90% of the value with the remaining necessary funds (including
closing costs) being provided through a five-year fixed rate second mortgage
loan. No PMI is required to be obtained with respect to loans originated under
this program. The Company has developed its 100% financing loan product in an
effort to address the home buying needs of lower income residents. Due to the
absence, or limited amount, of equity with respect to such loans and the absence
of PMI, this product may be deemed to involve greater risk than typical
residential 1-4 family mortgage loans. However, the individual loans in this
program generally are relatively small, with balances generally less than
$50,000. At this time, it is anticipated that the aggregate balance of loans
originated under this program will not exceed $10.0 million. As of December 31,
2000, such loans amounted to
4
$4.6 million, or 0.5%, of the total loan portfolio. To date, the Company has not
experienced any significant delinquency problems with respect to loans
originated under this program.
In July 2000, the Company made the largest contribution to a not-for-profit
rural community development corporation in Louisiana. The Company invested the
lead gift to kick off a $33 million campaign to Southern Mutual Financial
Services "Community Development Bank," which will be used to lend low interest
rural housing loans over a nine-parish area of Southern Louisiana.
COMMERCIAL REAL ESTATE LOANS. The Company has increased its investment in
commercial real estate loans from $25.2 million, or 4.4% of the total loan
portfolio at December 31, 1996, to $196.5 million, or 20.9% of the total loan
portfolio, at December 31, 2000. The increase in commercial real estate loans
reflects, in part, the Company's focused efforts to originate such loans in its
market area. The Company intends to continue to expand its involvement in
commercial real estate lending and to continue to moderately increase the amount
of such loans in the Company's portfolio. The types of properties securing the
Company's commercial real estate loans include strip shopping centers,
professional office buildings, small retail establishments and warehouses, all
of which are located in the Company's market area. As of December 31, 2000, the
Company's largest commercial real estate loan had a balance of $12.6 million.
Such loan is secured by real estate in the Company's market area and is
performing in accordance with its terms.
The Company's commercial real estate loans generally are adjustable rate
loans indexed to the New York Prime Rate, as quoted in The Wall Street Journal,
plus a margin. Generally, fees of 50 basis points to 2% of the principal loan
balances are charged to the borrower upon closing. The Company's underwriting
standards generally provide for terms of up to 10 years with amortization of
principal over the term of the loan and loan-to-value ratios of not more than
75%. Generally, the Company obtains personal guarantees of the principals as
additional security for any commercial real estate loans.
COMMERCIAL BUSINESS LOANS. The Company originates commercial business loans
on a secured and, to a lesser extent, unsecured basis. At December 31, 2000, the
Company's commercial business loans amounted to $79.0 million or 8.4% of the
Company's gross loan portfolio. The Company's commercial business loans may be
structured as term loans or revolving lines of credit. Commercial business loans
generally have a term of ten years or less and adjustable or variable rates of
interest based upon the New York Prime Rate. The Company's commercial business
loans generally are secured by equipment, machinery, real property or other
corporate assets. In addition, the Company generally obtains personal guarantees
from the principals of the borrower with respect to all commercial business
loans. The Company also provides commercial loans structured as advances based
upon perfected security interests in accounts receivable and inventory. As of
December 31, 2000, the Company's largest commercial business loan had a
principal balance of $6.6 million. Such loan is secured by deposit accounts,
equipment, and general intangibles and has performed in accordance with its
terms since origination.
Commercial real estate and commercial business loans generally have higher
yields and shorter repayment periods than residential 1-4 family loans.
CONSUMER LOANS. The Company offers consumer loans in order to provide a
full range of retail financial services to its customers. At December 31, 2000,
$378.4 million, or 40.2% of the Company's total loan portfolio, was comprised of
consumer loans. The Company originates substantially all of such loans in its
primary market area.
The largest component of the Company's consumer loan portfolio consists of
indirect automobile loans. These loans are originated by the automobile
dealerships and applications are facsimiled to Company personnel for approval or
denial. The Company relies on the dealerships, in part, for loan qualifying
information. To that extent, there is risk inherent in indirect automobile loans
apart from the ability of the consumer to repay the loan, that being fraud
perpetrated by the automobile dealership. To limit its exposure, the Company has
deals only with automobile dealerships which have demonstrated reputable
behavior. At December 31, 2000, $205.1 million, or 21.8% of the Company's total
loan portfolio, were indirect automobile loans.
At December 31, 2000, the Company's remaining consumer loan portfolio was
comprised of home equity loans, educational loans, loans secured by deposits at
the Company, mobile home loans, direct automobile loans, credit card loans and
other consumer loans. At December 31, 2000, $108.1 million, or 11.5% of the
Compnay's toal loan portfolio, were home equity loans. The Company has not
emphasized originations of mobile home loans in recent years due to, among other
things, management's perception that such loans generally are riskier than
certain
5
other consumer loans, such as home equity loans and single-family mortgage
loans. The Company also offers direct automobile loans, loans based on its VISA
and MasterCard credit cards and other consumer loans. At December 31, 2000, the
Company's direct automobile loans amounted to $25.3 million, or 2.7% of the
Company's total loan portfolio. The Company's VISA and MasterCard credit card
loans totaled $9.6 million, or 1.0% of the Company's total loan portfolio at
such date. The Company's other personal consumer loans amounted to $30.3
million, or 3.2% of the Company's total loan portfolio at December 31, 2000.
ASSET QUALITY
GENERAL. As a part of the Company's efforts to improve asset quality, it
has developed and implemented an asset classification system. All of the
Company's assets are subject to review under the classification system. All
assets of the Company are periodically reviewed, and the classifications are
reviewed by the Loan Committee of the Board of Directors on at least a quarterly
basis.
When a borrower fails to make a required payment on a loan, the Company
attempts to cure the deficiency by contacting the borrower and seeking payment.
Contacts are generally made 30 days after a payment is due. In most cases,
deficiencies are cured promptly. If a delinquency continues, late charges are
assessed and additional efforts are made to collect the loan. While the Company
generally prefers to work with borrowers to resolve such problems, when the
account becomes 90 days delinquent, the Company may institute foreclosure or
other proceedings, as necessary, to minimize any potential loss.
Loans are placed on nonaccrual status when, in the judgment of management,
the probability of collection of interest is deemed to be insufficient to
warrant further accrual. When a loan is placed on nonaccrual status, previously
accrued but unpaid interest is deducted from interest income. See Note 4 of the
Notes to Consolidated Financial Statements.
Real estate acquired by the Company as a result of foreclosure or by
deed-in-lieu of foreclosure are classified as real estate owned until sold, and
are carried at the balance of the loan at the time of acquisition or at
estimated fair value less estimated costs to sell, whichever is less.
Under Generally Accepted Accounting Principles, the Company is required to
account for certain loan modifications or restructurings as "troubled debt
restructurings." In general, the modification or restructuring of a debt
constitutes a troubled debt restructuring if the Company for economic or legal
reasons related to the borrower's financial difficulties grants a concession to
the borrower that the Company would not otherwise consider under current market
conditions. Debt restructurings or loan modifications for a borrower do not
necessarily always constitute troubled debt restructurings, however, and
troubled debt restructurings do not necessarily result in nonaccrual loans. The
Company had no troubled debt restructuring as of December 31, 2000. See the
table below under "Nonperforming Assets and Troubled Debt Restructurings."
At December 31, 2000, impaired loans amounted to $5.9 million, an increase
of 197.5% from December 31, 1999. The valuation allowance related to these loans
was $1.0 million at December 31, 2000.
6
NONPERFORMING ASSETS AND TROUBLED DEBT RESTRUCTURINGS. The following table
sets forth information relating to the Company's nonperforming assets and
troubled debt restructurings at the dates indicated.
December 31,
----------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(Dollars in Thousands)
Nonaccrual loans:
Mortgage loans:
Single-family $ 137 $ 208 $ 481 $1,698 $ 892
Construction -- -- -- -- --
Commercial Loans:
Business 516 215 259 -- 407
Real estate 4,653 1,078 -- 30 190
Consumer loans: 161 429 439 419 1,002
------ ------ ------ ------ ------
Total nonaccrual loans 5,467 1,930 1,179 2,147 2,491
------ ------ ------ ------ ------
Accruing loans 90 days or more past due:
Mortgage loans:
1-4 family 697 593 1,407 -- --
Construction -- -- -- -- --
Commercial Loans:
Business 76 74 370 -- --
Real estate 38 22 1,898 -- --
Consumer loans 1,263 514 883 3 69
------ ------ ------ ------ ------
Total past due 90 days or more 2,074 1,203 4,558 3 69
------ ------ ------ ------ ------
Total nonperforming loans 7,541 3,133 5,737 2,150 2,560
Foreclosed property 421 185 384 473 978
------ ------ ------ ------ ------
Total nonperforming assets $7,962 $3,318 $6,121 $2,623 $3,538
------ ------ ------ ------ ------
Performing troubled debt restructurings $ -- $ -- $ -- $ -- $ 176
------ ------ ------ ------ ------
Total nonperforming assets and
troubled debt restructurings $7,962 $3,318 $6,121 $2,623 $3,714
====== ====== ====== ====== ======
Nonperforming loans to total loans 0.80% 0.37% 0.75% 0.33% 0.44%
Total nonperforming assets to total assets 0.57% 0.24% 0.44% 0.28% 0.38%
Total nonperforming assets and troubled debt
restructurings to total assets 0.57% 0.24% 0.44% 0.28% 0.40%
7
OTHER CLASSIFIED ASSETS. Federal regulations require that the Company
classify its assets on a regular basis. In addition, in connection with
examinations of insured institutions, federal examiners have authority to
identify problem assets and, if appropriate, classify them. There are three
classifications for problem assets: "substandard," "doubtful" and "loss."
Substandard assets have one or more defined weaknesses and are characterized by
the distinct possibility that the insured institution will sustain some loss if
the deficiencies are not corrected. Doubtful assets have the weaknesses of
substandard assets with the additional characteristic that the weaknesses make
collection or liquidation in full, on the basis of currently existing facts,
conditions and values questionable, and there is a high possibility of loss. An
asset classified loss is considered uncollectible and of such little value that
continuance as an asset of the institution is not warranted.
At December 31, 2000, the Company had $5.4 million of assets classified
substandard, $454,000 of assets classified doubtful, and no assets classified
loss. At such date, the aggregate of the Company's classified assets amounted to
0.42% of total assets.
ALLOWANCE FOR LOAN LOSSES. The Company's policy is to establish reserves
for estimated losses on delinquent loans when it determines that losses are
expected to be incurred on such loans and leases. The allowance for losses on
loans is maintained at a level believed adequate by management to absorb
potential losses in the portfolio. Management's determination of the adequacy of
the allowance is based on an evaluation of the portfolio, past loss experience,
current economic conditions, volume, growth and composition of the portfolio,
and other relevant factors. The allowance is increased by provisions for loan
losses, which are charged against income. As shown in the table below, at
December 31, 2000, the Company's allowance for loan losses amounted to 135.8%
and 1.1% of the Company's nonperforming loans and gross loans receivable,
respectively.
8
The following table sets forth the activity in the Company's allowance for
loan losses during the periods indicated.
Year Ended December 31,
----------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(Dollars in Thousands)
Allowance at beginning of period $ 8,749 $ 7,135 $ 5,258 $ 4,615 $ 3,746
Allowance from acquisition -- -- 1,392 -- 1,114
Provisions 3,861 2,836 903 1,097 156
Charge offs:
Mortgage loans:
1-4 family 37 71 2 50 46
Construction -- -- -- -- --
Commercial 1,174 140 43 191 61
Consumer loans 1,654 1,460 818 562 509
-------- -------- -------- -------- --------
Total charge offs 2,865 1,671 863 803 616
-------- -------- -------- -------- --------
Recoveries:
Mortgage loans:
Single-family 22 37 36 79 39
Construction -- -- -- -- --
Commercial 52 86 175 55 43
Consumer loans 420 326 234 215 133
-------- -------- -------- -------- --------
Total recoveries 494 449 445 349 215
-------- -------- -------- -------- --------
Net charge offs (2,371) (1,222) (418) (454) (401)
-------- -------- -------- -------- --------
Allowance at end of period $ 10,239 $ 8,749 $ 7,135 $ 5,258 $ 4,615
======== ======== ======== ======== ========
Allowance for loan losses to total
nonperforming loans at end of
period 135.78% 279.25% 124.39% 244.56% 185.27%
Allowance for loan losses to total
loans at end of period 1.09% 1.04% 0.93% 0.79% 0.80%
Net charge offs to average loans 0.26% 0.15% 0.06% 0.07% 0.09%
9
The following table presents the allocation of the allowance for loan
losses to the total amount of loans in each category listed at the dates
indicated.
December 31,
--------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------------------- ------------------ ------------------ ------------------ ----------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ ------- ------ ------- ------ -------
(Dollars in Thousands)
Residential 1-4 family $ 828 29.68% $ 834 31.60% $1,529 39.06% $1,448 56.07% $2,002 66.70%
Construction 22 0.80% 20 0.76% 38 0.96% 84 1.20% 72 1.38%
Commercial business 1,651 8.40% 1,475 9.78% 1,897 10.83% 1,356 8.73% 817 6.24%
Commercial real estate 2,644 20.89% 2,095 18.65% 1,663 15.33% 660 7.64% 502 4.38%
Consumer 5,094 40.23% 4,325 39.21% 2,008 33.82% 1,710 26.36% 1,222 21.30%
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
Total allowance for loan
losses $10,239 100.00% $8,749 100.00% $7,135 100.00% $5,258 100.00% $4,615 100.00%
======= ======= ====== ======= ====== ======= ====== ======= ====== =======
10
Management of the Company presently believes that its allowance for loan
losses is adequate to cover any potential losses in the Company's loan
portfolio. However, future adjustments to this allowance may be necessary, and
the Company's results of operations could be adversely affected if circumstances
differ substantially from the assumptions used by management in making its
determinations in this regard.
INVESTMENT SECURITIES
The Company's investment securities consist primarily of securities issued
by the U.S. Government and federal agency obligations and mortgage backed
securities. As of December 31, 2000, the Company's investment securities
available for sale amounted to $268.2 million, net of gross unrealized losses of
$3.5 million, and its investment securities held to maturity amounted to $76.3
million. Included in available for sale investment securities are mortgage
backed securities totaling $165.3 million and included in held to maturity
investment securities are mortgage backed securities totaling $74.9 million. The
Company attempts to maintain a high degree of liquidity in its investment
securities portfolio and generally does not invest in securities with terms
exceeding five years. In September 2000, the Company restructured $45 million of
illiquid and volatile mortgage backed securities at a loss of $1.8 million.
Substantially all of the proceeds were reinvested in securities with a more
suitable risk and liquidity profile.
The following table sets forth information regarding the Company's
investment securities at the dates indicated.
Securities Available for Sale Securities Held to Maturity
---------------------------------------------------------------------
Weighted
Average Amortized Fair Amortized Fair
Yield Cost Value Cost Value
----- ---- ----- ---- -----
(Dollars in Thousands)
Within one year or less 5.66% $ -- $ -- $ 190 $ 190
One through five years 5.95% 30,008 29,927 485 485
After five through ten years 6.14% 67,993 66,332 715 715
Over ten years 4.75% -- -- 45 45
---------- ------------ ------------ ------------
Subtotal 98,001 96,259 1,435 1,435
Mortgage backed 6.65% 167,021 165,289 74,887 74,505
Marketable equity security 6.66% 6,728 6,675 -- --
---------- ------------ ------------ ------------
Totals $ 271,750 $ 268,223 $ 76,322 $ 75,940
========== ============ ============ ============
SOURCES OF FUNDS
GENERAL. The Company's principal source of funds for use in lending and for
other general business purposes has traditionally come from deposits obtained
through the Company's branch offices. The Company also derives funds from
short-term and long-term borrowings, amortization and prepayments of outstanding
loans and mortgage-related securities, and from maturing investment securities.
Loan repayments are a relatively stable source of funds, while deposit inflows
and outflows are significantly influenced by general interest rates and money
market conditions.
DEPOSITS. The Company's current deposit products include savings accounts,
NOW accounts, MMDA, certificates of deposit ranging in terms from 30 days to
seven years and noninterest-bearing personal and business checking accounts.
11
The Company's deposit products also include certificates for Individual
Retirement Accounts ("IRA") and qualified retirement plans. Deposits are
obtained primarily from residents in its primary market area. The Company
attracts local deposit accounts by offering a wide variety of accounts,
competitive interest rates, and convenient branch office locations and service
hours. The acquisition of Bank of Lafayette in 1996 helped Iberia double its
market share in the greater Lafayette market. The acquisition of Jefferson
Federal Saving Bank in 1996 established the Company in a new market, the greater
New Orleans area. The purchase of the 17 branches from First Commerce Corp.
subsidiaries in September of 1998 helped the Company gain the number two market
share in the greater Lafayette market and establish the Company, with a number
two market share, in a new market, the greater Monroe area. The Company utilizes
traditional marketing methods to attract new customers and savings deposits,
including print and broadcast advertising and increased calling efforts.
However, the Company does not solicit funds through deposit brokers nor does it
pay any brokerage fees if it accepts such deposits. The Company participates in
the regional ATM network known as CIRRUS.
The Company has been competitive in the types of accounts and in interest
rates it has offered on its deposit products but does not necessarily seek to
match the highest rates paid by competing institutions. With the significant
decline in interest rates paid on deposit products, the Company in prior years
has experienced disintermediation of deposits into competing investment
products. Also, the Company has experienced runoff of some of the higher priced
deposits assumed in the acquisitions as it has been unwilling to pay up to
retain the deposits. In the year 2000, the Company's deposits grew by $43.2
million, or 3.9%. The growth was attributable primarily to an increase in
savings account balances as a result of promotional pricing and the Company's
increased calling efforts. See generally Note 7 of the Notes to Consolidated
Financial Statements.
12
The following table sets forth certain information relating to the
Company's deposits at the dates indicated.
December 31,
--------------------------------------------------------------------
2000 1999 1998
-------------------- ---------------------- ----------------------
Average Average Average
Average Rate Average Rate Average Rate
Balance Paid Balance Paid Balance Paid
------- ---- ------- ---- ------- ----
(Dollars In Thousands)
Interest bearing demand
deposits $ 249,650 2.35% $ 279,328 2.26% $ 196,254 2.45%
Savings deposits 181,930 3.61% 131,824 2.03% 114,934 2.21%
Time deposits 575,828 5.58% 618,582 5.10% 517,952 5.35%
---------- ---------- ----------
Total interest bearing
deposits 1,007,408 4.42% 1,029,734 3.93% 829,140 4.23%
Noninterest-bearing
demand deposits 121,494 0.00% 116,097 0.00% 69,670 0.00%
---------- ---------- ----------
Total deposits $1,128,902 3.95% $1,145,831 3.53% $ 898,810 3.90%
========== ========== ==========
The following table shows large-denomination ($100,000 and over)
certificates of deposit by remaining maturities.
December 31,
---------------------------------------------
2000 1999 1998
-------- -------- ---------
(Dollars In Thousands)
Certificates of deposit:
3 months or less $ 18,431 $ 23,963 $ 1,909
Over 3-12 months 88,419 69,885 21,006
Over 12-36 months 31,120 28,982 82,493
More than 36 months 3,120 1,708 25,223
-------- -------- ---------
Total $141,090 $124,538 $ 130,631
======== ======== =========
13
BORROWINGS. The Company may obtain advances from the FHLB of Dallas upon
the security of the common stock it owns in that bank and certain of its
residential mortgage loans and securities held to maturity, provided certain
standards related to creditworthiness have been met. Such advances are made
pursuant to several credit programs, each of which has its own interest rate and
range of maturities.
The Company's short-term borrowings are comprised of advances from the FHLB
of Dallas. At December 31, 2000, total short-term borrowings were $54.0 million.
This consisted of two advances, one of a 14 day term and one of a seven day
term. These advances were used to fund loan growth. The weighted average rate on
short-term borrowings was 6.4% at December 31, 2000. The average amount of
short-term borrowings in 2000 was $65.9 million. See Note 8 of the Notes of
Consolidated Financial Statements.
At December 31, 2000, the Company's long-term borrowings were comprised of
fixed rate advances from the FHLB of Dallas and a long-term note outstanding
with Union Planters Bank. Long-term borrowings increased $8.8 million, or 16.9%,
to $60.8 million at December 31, 2000, compared to $52.1 million at December 31,
1999, which was partially offset by normal amortization payments. See Note 9 of
the Notes of Consolidated Financial Statements.
SUBSIDIARIES
The Bank has only one active, wholly owned subsidiary, Iberia Financial
Services, LLC. ("lberia Services"). At December 31, 2000, the Bank's equity
investment in Iberia Services was $1.8 million, and Iberia Services had total
assets of $1.8 million. For the years ended December 31, 2000 and 1999, Iberia
Services had total revenues of $1.0 million and $859,000, respectively and net
income of $294,000 and $280,000, respectively. See Note 1 of the Notes to
Consolidated Financial Statements. The business of Iberia Services consists of
acting as a broker for the sale of annuities and certain other securities to the
general public. Iberia Services has one wholly owned subsidiary, Finesco, LLC.,
which the Bank acquired in January 1995 and which business consists of insurance
premium financing.
In January 2001, the Bank announced the formation of IBERIABANK Insurance
Services, LLC, to provide insurance services to the Bank's customers. The new
company is a joint venture with Burch, Marcus, Pool, Krupp, Daniel and
Babineaux, Inc., one of Louisiana's largest agent-owned independent insurance
agencies.
COMPETITION
The Company faces strong competition both in attracting deposits and
originating loans. Its most direct competition for deposits has historically
come from other commercial banks, savings institutions and credit unions located
in its market areas, including many large financial institutions that have
greater financial and marketing resources available to them. In addition, during
times of high interest rates, the Company has faced additional significant
competition for investors' funds from short-term money market securities, mutual
funds and other corporate and government securities. The ability of the Company
to attract and retain savings deposits depends on its ability to generally
provide a rate of return, liquidity and risk comparable to that offered by
competing investment opportunities.
The Company experiences strong competition for loan originations
principally from other commercial banks, savings institutions and mortgage
banking companies. The Company competes for loans principally through the
interest rates and loan fees it charges, the efficiency and quality of services
it provides borrowers and the convenient locations of its branch office network.
Competition may increase as a result of the continuing reduction of restrictions
on the interstate operations of financial institutions.
EMPLOYEES
The Company had 419 full-time employees and 57 part-time employees as of
December 31, 2000. None of these employees is represented by a collective
bargaining agreement. The Company believes that it enjoys excellent relations
with its personnel.
14
SUPERVISION AND REGULATION
GENERAL. The banking industry is extensively regulated under both federal
and state law. The Company is subject to regulation under the Bank Holding
Company Act of 1956 ("BHCA") and to supervision by the FRB. The BHCA requires
the Company to obtain the prior approval of the FRB for bank and non-bank
acquisitions and prescribes certain limitations in connection with acquisitions
and the non-banking activities of the Company. The Company is subject to
regulation and examination by the OFI and by the FDIC and also subject to
certain requirements established by the FRB.
The banking industry is affected by the monetary and fiscal policies of the
FRB. An important function of the FRB is to regulate the national supply of bank
credit to moderate recessions and to curb inflation. Among the instruments of
monetary policy used by the FRB to implement its objectives are: open-market
operations in U.S. Government securities, changes in the discount rate and the
federal funds rate (which is the rate banks charge each other for overnight
borrowings) and changes in reserve requirements on bank deposits.
FINANCIAL MODERNIZATION LEGISLATION. The Gramm-Leach-Bliley Act of 1999
(the "GLB Act") includes a number of provisions intended to modernize and to
increase competition in the American financial services industry, including
authority for bank holding companies to engage in a wider range of nonbanking
activities. Under the GLB Act, a bank holding company that elects to become a
financial holding company may engage in any activity that the FRB, in
consultation with the Secretary of the Treasury, determines by regulation or
order is (i) financial in nature, (ii) incidental to any such financial
activity, or (iii) complementary to any such financial activity and does not
pose a substantial risk to the safety or soundness of depository institutions or
the financial system generally. The GLB Act specifies certain activities that
are deemed to be financial in nature, including lending, exchanging,
transferring, investing for others, or safeguarding money or securities;
underwriting and selling insurance; providing financial, investment, or economic
advisory services; underwriting, dealing in or making a market in, securities;
and any activity currently permitted for bank holding companies by the FRB. A
bank holding company may elect to be treated as a financial holding company only
if all depository institution subsidiaries of the holding company are and
continue to be well-capitalized and well-managed and have at least a
satisfactory rating under the Community Reinvestment Act.
National banks and state banks with requisite investment authority under
applicable state law are also authorized by the GLB Act to engage, through
"financial subsidiaries," in any activity that is permissible for a financial
holding company (as described above) and any activity that the Secretary of the
Treasury, in consultation with the FRB, determines is financial in nature or
incidental to any such financial activity, except (i) insurance underwriting,
(ii) real estate development or real estate investment activities (unless
otherwise permitted by law), (iii) insurance company portfolio investments and
(iv) merchant banking. The authority of a bank to invest in a financial
subsidiary is subject to a number of conditions, including, among other things,
requirements that the bank must be well-managed and well-capitalized (after
deducting from capital the bank's outstanding investments in financial
subsidiaries).
The GLB Act also adopts a number of consumer protections, including
provisions intended to protect privacy of bank customers' financial information
and provisions requiring disclosure of ATM fees imposed by banks on customers of
other banks.
At this time, the Company has not determined whether it will become a
financial holding company in order to utilize the expanded powers offered by the
GLB Act, and the Bank is unable to predict the impact of the GLB Act's financial
subsidiary provisions and consumer protections on its operations.
FEDERAL AND STATE TAXATION
The Company and the Bank are subject to the generally applicable corporate
tax provisions of the Code, and the Bank is subject to certain additional
provisions of the Code which apply to financial institutions. The Company, the
Bank and all subsidiaries file a consolidated federal income tax return on the
basis of a fiscal year ending on December 31.
15
Retained earnings at December 31, 2000 and 1999 included approximately
$14.8 million accumulated prior to January 1, 1987 for which no provision for
federal income taxes has been made. If this portion of retained earnings is used
in the future for any purpose other than to absorb bad debts, it will be added
to future taxable income.
The net deferred tax asset at December 31, 2000 includes $14,677,000 of
future deductible temporary differences. Included is $3,529,000 related to the
unrealized loss in available for sale securities and $8,626,000 related to book
deductions for the bad debt reserve that have not been deducted for tax
purposes.
STATE TAXATION
Louisiana does not permit the filing of consolidated income tax returns.
The Company is subject to the Louisiana Corporation Income Tax based on its
separate Louisiana taxable income, as well as a corporate franchise. The Bank is
not subject to the Louisiana income or franchise taxes. However, the Bank is
subject to the Louisiana Shares Tax which is imposed on the assessed value of
its stock. The formula for deriving the assessed value is to calculate 15% of
the sum of (a) 20% of the company's capitalized earnings, plus (b) 80% of the
company's taxable stockholders' equity, and to subtract from that figure 50% of
the company's real and personal property assessment. Various items may also be
subtracted in calculating a company's capitalized earnings. The Louisiana shares
tax expense is included in noninterest expenses.
ITEM 2. PROPERTIES.
The Company, through IBERIABANK, operates 41 offices in 3 areas of
Louisiana. A total of 28 offices are owned, and 13 are leased. During 2000, two
facilities, one in Lafayette and one in Monroe, were sold. Both facilities
contained a large amount of rented space, and the portion of the buildings
occupied by the Bank was significantly smaller. The Company felt it was in its
best interest to dispose of the excess facilities and to lease back the portion
necessary for the Bank. A gain of $1.9 million was realized on the sale of the
Lafayette facility.
The Company and the Bank consider all facilities, both owned and leased, to
be suitable and adequate for their intended purposes.
ITEM 3. LEGAL PROCEEDINGS.
The Company and the Bank are not involved in any pending legal proceedings
other than nonmaterial legal proceedings occurring in the ordinary course of
business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
EXECUTIVE OFFICERS
Set forth below is information with respect to the executive officers of
the Company and principal occupations and positions held for periods including
the last five years.
DARYL G. BYRD, age 46, serves as President and Chief Executive Officer of
the Company and the Bank. He has served in this capacity since July 1999, with
the exception of Chief Executive Officer of the Company to which position he was
promoted in July 2000. Prior to joining the Company, Mr. Byrd was President and
Chief Executive Officer of Bank One New Orleans Region from 1998 to 1999. Mr.
Byrd was Executive Vice President of First Commerce Corporation in charge of the
commercial bank and mortgage banking groups from 1992 to 1998.
MICHAEL J. BROWN, age 37, serves as Senior Executive Vice President and
Chief Credit Officer of the Company and the Bank, positions he has held since
January 2001. Mr. Brown also serves as New Orleans Market
16
President and Commercial Segment Leader for the Bank. Mr. Brown was hired as
Executive Vice President in December 1999. Prior to joining the Company, Mr.
Brown served in several senior roles with Bank One Louisiana, including Chief
Credit Officer from 1998 to 1999. From 1996 to 1998, Mr. Brown served as Senior
Vice President, Manager of Credit and Client Services of First Commerce
Corporation. Mr. Brown is also a Chartered Financial Analyst.
JOHN R. DAVIS, age 40, serves as Senior Executive Vice President of Finance
and Retail Strategy of the Company and the Bank, positions he has held since
January 2001. Mr. Davis was hired as Executive Vice President and Chief
Strategic Officer in December 1999. Prior to joining the Company, Mr. Davis
served as Corporate Senior Vice President of Crestar Financial Corporation of
Virginia from 1997 to June 1999. From 1993 to 1997, Mr. Davis served as Senior
Vice President of First Commerce Corporation. Mr. Davis is also a Chartered
Financial Analyst.
MARILYN W. BURCH, age 50, serves as Executive Vice President and Chief
Financial Officer of the Company and the Bank, positions she has held since
January 2001. Ms. Burch was hired as Sr. Vice President and Controller in
October 1999. Prior to joining the Company, Ms. Burch served as Sr. Vice
President and Controller of First National Bank of Lafayette, a subsidiary of
First Commerce Corporation, from 1985 to 1997. Ms. Burch is also a Certified
Public Accountant.
DONALD P. LEE, age 41, serves as Executive Vice President, Legal Counsel
and Secretary of the Company and the Bank. Mr. Lee also serves as Manager of
IBERIABANK Insurance Services, LLC, a subsidiary of the Bank. Prior to joining
the Company in 1998, Mr. Lee served as Executive Vice President and Legal
Counsel at Royal Card Bank from 1996 to 1997.
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information required herein, to the extent applicable, is incorporated
by reference on the inside front cover page of the Registrant's 2000 Annual
Report to Stockholders (the "Annual Report").
ITEM 6. SELECTED FINANCIAL DATA.
The information required herein is incorporated by reference from pages 9
and 10 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The information required herein is incorporated by reference from pages 11
through 21 of the Annual Report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The information required hereon is incorporated by reference from pages 19
through 21 of the Annual Report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required herein is incorporated by reference from pages 22
through 51 of the Annual Report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
17
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information required herein is incorporated by reference from the
Registrant's definitive proxy statement for the 2001 Annual Meeting of
Stockholders (the "Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION.
The information required herein is incorporated by reference from the Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required herein is incorporated by reference from the Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required herein is incorporated by reference from the Proxy
Statement.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Documents Filed as Part of this Report.
(1) The following financial statements are incorporated by reference
from Item 8 hereof (see Exhibit No. 13):
Report of Independent Auditors
Consolidated Balance Sheets as of December 31, 2000 and 1999.
Consolidated Statements of Income for the Years Ended December
31, 2000, 1999 and 1998.
Consolidated Statements of Shareholders' Equity for the Years
Ended December 31, 2000, 1999 and 1998.
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998.
Notes to Consolidated Financial Statements.
(2) All schedules for which provision is made in the applicable
accounting regulation of the SEC are omitted because of the
absence of conditions under which they are required or because the
required information is included in the consolidated financial
statements and related notes thereto.
(3) The following exhibits are filed as part of this Form 10-K, and
this list includes the Exhibit Index.
Exhibit Index
-------------
Exhibit No. 3.1. Articles of Incorporation - incorporated herein by reference to Registration Statement
on Form S-1 (File No. 33-96598).
Exhibit No. 3.2. Bylaws - incorporated herein by reference to Registration Statement on Form S-1 (File
No. 33-96598).
Exhibit No. 4.1. Stock Certificate - incorporated herein by reference to Registration Statement on Form
S-8 (File No. 33-93210).
Exhibit No. 10.1. Employee Stock Ownership Plan - incorporated herein by reference to Registration
Statement on Form S-1 (File No. 33-96598).
Exhibit No. 10.2. Profit Sharing Plan and Trust - incorporated herein by reference to Registration
Statement on Form S-8 (File No. 33-93210).
Exhibit No. 10.3 Employment Agreement with Larrey G. Mouton
18
Exhibit No. 10.4 Employment Agreement with Daryl G. Byrd - incorporated herein by reference to
Exhibit 10.4 to Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999.
Exhibit No. 10.5 Indemnification Agreements with Daryl G. Byrd and Michael J. Brown - incorporated
herein by reference to Exhibit 10.5 to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 2000.
Exhibit No. 10.6 Severance Agreement with Michael J. Brown and John R. Davis
Exhibit No. 10.7 Severance Agreement with Marilyn W. Burch and Donald P. Lee
Exhibit No. 10.8 1996 Stock Option Plan - incorporated herein by reference to Exhibit 10.1 to
Registration Statement on Form S-8 (File No. 333-28859).
Exhibit No. 10.9 1999 Stock Option Plan - incorporated herein by reference to Registrant's definitive
proxy statement dated March 19, 1999.
Exhibit No. 10.10 Recognition and Retention Plan - incorporated herein by reference to Registrant's
definitive proxy statement dated April 16, 1996.
Exhibit No. 10.11 Supplemental Stock Option Plan - incorporated herein by reference to Exhibit 10.10 to
the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
Exhibit No. 13 2000 Annual Report to Stockholders - Except for those portions of the Annual Report
to Stockholders for the year ended December 31, 2000, which are expressly
incorporated herein by reference, such Annual Report is furnished for the information
of the Commission and is not to be deemed "filed" as part of this Report.
Exhibit No. 21 Subsidiaries of the Registrant - reference is made to "Item 1. Business" for the
required information.
Exhibit No. 23 Consent of Castaing, Hussey & Lolan, LLC.
19
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.
IBERIABANK CORPORATION
Date: March 30, 2001 By: /s/ Daryl G. Byrd
----------------------------
President/CEO and Director
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 and on the dated indicated.
NAME TITLE DATE
---- ----- ----
/s/ Daryl G. Byrd President, Chief Executive Officer March 30, 2001
- ------------------------------------ and Director
Daryl G. Byrd
(Principal Executive Officer)
/s/ Marilyn W. Burch Executive Vice President and Chief March 30, 2001
- ------------------------------------ Financial Officer
Marilyn W. Burch
(Principal Financial and Accounting
Officer)
/s/ Elaine D. Abell Director March 30, 2001
- ------------------------------------
Elaine D. Abell
/s/ Harry V. Barton, Jr. Director March 30, 2001
- ------------------------------------
Harry V. Barton, Jr.
/s/ Ernest P. Breaux, Jr. Director March 30, 2001
- ------------------------------------
Ernest P. Breaux, Jr.
/s/ Cecil C. Broussard Director March 30, 2001
- ------------------------------------
Cecil C. Broussard
/s/ William H. Fenstermaker Director March 30, 2001
- ------------------------------------
William H. Fenstermaker
/s/ Richard F. Hebert Director March 30, 2001
- ------------------------------------
Richard F. Hebert
/s/ Larrey G. Mouton Director March 30, 2001
- ------------------------------------
Larrey G. Mouton
/s/ E. Stewart Shea III Director March 30, 2001
- ------------------------------------
E. Stewart Shea III
20