10-K 1 d04116e10vk.txt FORM 10-K 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, 2002 Commission File Number 0-11928 AMERICAN BANCORP, INC. (Exact name of registrant as specified in its charter) Louisiana 72-0951347 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 321 East Landry Street Opelousas, Louisiana 70570 (Address of principal executive offices) (Zip Code) Registrant's Telephone Number, including area code: (337) 948-3056 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $5.00 Par Value (Title of Class) Indicate by check mark whether the registrant: (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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. [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ----- ----- The aggregate market value of the voting stock as of June 28, 2002 held by non-affiliates* of the registrant: $5,637,834. The number of shares outstanding of each of the issuer's classes of common stock, as of December 31, 2002: Common Stock, $5.00 Par Value, 116,183 shares outstanding. Documents Incorporated by Reference Portions of the annual shareholders' report for the year ended December 31, 2002 are incorporated by reference into Parts I and II. Portions of the proxy statement for the annual shareholders meeting to be held April 9, 2003 are incorporated by reference into Part III. *For purposes of the computation, shares owned by executive officers, directors, 5% shareholders and shares by non-affiliates whose voting rights have been assigned to directors have been excluded. -1- PART I Item 1. Business American Bancorp, Inc. (the Company) was incorporated under the laws of the State of Louisiana in 1982. On October 1, 1983, American Bank and Trust Company (the Bank) was reorganized as a subsidiary of the Company. Prior to October 1, 1983, the Company had no material activity. The Company is currently engaged, through its subsidiary, in banking and related business. The Bank is the Company's principal asset and primary source of revenue. The Bank The Bank, incorporated under the State Banking Laws on August 1, 1958 is in the business of gathering funds by accepting checking, savings, and other time-deposit accounts and reemploying these by making loans and investing in securities and other interest-bearing assets. The Bank is a full service commercial bank. Some of the major services which it provides include checking, NOW accounts, Money Market checking, savings, and other time deposits of various types, loans for business, agriculture, real estate, personal use, home improvement, automobile, and a variety of other types of loans and services including letters of credit, safe deposit boxes, bank money orders, wire transfer facilities, and electronic banking facilities. The Company's primary assets are loans. At December 31, 2002, loans represented 40% of the Company's total assets. The reserve for loan losses is comprised of specific reserves (assessed for each loan that is reviewed for impairment or for which a probable loss has been identified), general reserves and an unallocated service. The Company continuously evaluates its reserve for loan losses to maintain an adequate level to absorb loan losses inherent in the loan portfolio. Reserves on loans identified as impaired are based on discounted expected cash flows using the loan's initial effective interest rate, the observable market value of the loan or the fair value of the collateral for certain collateral-dependent loans. Factors contributing to the determination of specific reserves include the financial condition of the borrower, changes in the value of pledged collateral and general economic conditions. General reserves are established based on historical charge-offs considering factors which include risk, industry concentration and loan type, with the most recent charge-off experience weighted more heavily. The unallocated reserve, which is judgmentally determined, generally serves to compensate for the uncertainty in estimating loan losses, particularly in times of changing economic conditions, and considers the possibility of improper risk ratings and possible over or under allocations by specific reserves. It also considers the lagging impact of historical charge-off ratios in periods where future charge-offs are expected to increase or decrease significantly. The results of reviews performed by external examiners are also considered. The State of Louisiana, through its various departments and agencies, deposits public funds with the Bank. However, as of December 31, 2002, the State of Louisiana did not have any funds on deposit with the Bank. -2- Competition The Bank's general market area is in St. Landry Parish, which has a population of approximately 81,939. Its primary market is Opelousas, which has a population of approximately 19,540, and has experienced little population growth over the past several years. The commercial banking business in St. Landry Parish is highly competitive. The Depository Institutions Deregulation and Monetary Control Act of 1980 and the Garn-St. Germain Depository Institutions Act of 1982 have eliminated most, if not all, substantive distinctions between the services of commercial banks and thrift institutions. The Bank competes with two banks and two savings and loan institutions located in St. Landry Parish. The following is a list of banks and savings associations in this market with the total deposits and assets as of December 31, 2002.
(In thousands of dollars) Assets Deposits --------- --------- First Federal Savings & Loan $ 73,846 $ 50,903 Washington State Bank $ 86,396 $ 76,075 American Bank and Trust Company $ 99,719 $ 84,778 St. Landry Homestead $ 181,310 $ 140,121 St. Landry Bank and Trust Company $ 229,080 $ 191,995
In addition to the institutions listed above, further competition is provided by banks and other financial institutions located in Lafayette, Louisiana, which is 20 miles south of Opelousas and Baton Rouge, Louisiana, the state capital, which is 60 miles east of St. Landry Parish. Supervision and Regulation The financial services industry is extensively regulated under both federal and state law. The Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (FRB) and the Federal Reserve Bank of Atlanta. The Bank is subject to regulation and examination by the Louisiana Office of Financial Institutions. The Company is subject to the Bank Holding Company Act (BHCA), which requires the Company to obtain the prior approval of the FRB to acquire a significant equity interest in any banks or bank holding companies. Under the provisions of the Gramm-Leach-Bliley Act (GLBA), the Company is eligible to engage in nonbanking activities which are financial in nature by notifying, or in certain cases obtaining the prior approval of, the FRB. Under the GLBA, subsidiaries of financial holding companies engaged in nonbank activities would be supervised and regulated by the federal and state agencies which normally supervise and regulate such functions outside of the financial holding company context. Although the FRB continues to be the primary "umbrella" regulator of financial holding companies, the GLBA limits the ability of the FRB to order a financial holding company subsidiary which is regulated by the SEC or a state insurance authority to provide funds or assets to an affiliated depository institution under the FRB's "source of strength" doctrine. -3- The Bank is subject to a number of laws regulating depository institutions, including the Federal Deposit Insurance Corporation Improvement Act of 1991 which expanded the regulatory and enforcement powers of the federal bank regulatory agencies, required that these agencies prescribe standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, and mandated annual examination of banks by their primary regulators. The Bank is also subject to a number of consumer protection laws and regulations of general applicability. In addition, President Bush has signed into law the USA Patriot Act, which is designed to identify, prevent and deter international money laundering and terrorist financing. The President also signed the Sarbanes-Oxley Act of 2002 which is directed towards improving financial reporting. The banking industry is affected by the monetary and fiscal policies of the FRB. An important function of the FRB is to regulate the national supply of bank credit to moderate recessions and to curb inflation. Among the instruments of monetary policy used by the FRB to implement its objectives are: open-market operations of U.S. Government securities, changes in the discount rate and the federal funds rate (which is the rate banks charge each other for overnight borrowings) and changes in reserve requirements on bank deposits. The Board of Directors of the Company have no present plans or intentions to cause the Company to engage in any substantial business activity which would be permitted to it under the Act or the Louisiana Act but which is not permitted to the Bank; however, a significant reason for formation of the one-bank holding company is to take advantage of the additional flexibility afforded by that structure if the Board of Directors of the Company concludes that such action would be in the best interest of stockholders. During 2002, the average number of full-time equivalent employees at the Bank was 45. This includes the officers of the Company that are listed under Item X below. There are no unions or bargaining units that represent the employees of the Bank. The relation between management and employees is considered to be good. Statistical Information The following tables contain additional information concerning the business and operations of the Registrant and its subsidiary and should be read in conjunction with the Consolidated Financial Statements of the Registrant and Management's Discussion and Analysis of Financial Condition and Results of Operations. The 2002 Annual Report to Shareholders is incorporated herein by reference under Items 5, 6, 7, 7a, and 8. Investment Portfolio The following table sets forth the carrying amount of Investment Securities at the dates indicated (in thousands of dollars):
December 31, ---------------------------------------------- 2002 2001 2000 ------------ ------------ ------------ Securities held to maturity: U.S. Treasury $ 2,104 $ 2,306 $ 4,396 U.S. Government Agencies -- -- 500 ------------ ------------ ------------ $ 2,104 $ 2,036 $ 4,896 ============ ============ ============
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December 31, ---------------------------------------------- 2002 2001 2000 ------------ ------------ ------------ Securities available for sale: Mortgage-backed securities $ 8,724 $ 9,133 $ 7,253 U.S. Government Agencies 16,199 14,290 14,413 State and Political subdivisions 12,614 11,477 9,252 Equity securities 184 149 149 ------------ ------------ ------------ $ 37,721 $ 35,049 $ 31,067 ============ ============ ============
The following tables set forth the maturities of investment securities at December 31, 2002, 2001, and 2000 and the weighted average yields of such securities (in thousands of dollars):
December 31, 2002 ----------------------------------------------------------------------------------------------- After One After Five Within But Within But Within After One Year Five Years Ten Years Ten Years -------------------- -------------------- -------------------- -------------------- Amount Yield Amount Yield Amount Yield Amount Yield -------- -------- -------- -------- -------- -------- -------- -------- Securities held to maturity: U.S. Treasury $ 503 4.35% $ 1,602 3.15% $ -- --% $ -- --% U.S. Government Agencies -- -- -- -- -- -- -- -- -------- -------- -------- -------- Total held to maturity 503 4.35 1,602 3.15 -0- -- -0- -- -------- -------- -------- -------- Securities available for sale: U.S. Government Agencies 12,683 4.34% 3,515 5.39% -- -- -- -- Mortgage-backed securities 327 5.89 7,895 5.49 502 4.20 -- -- State and Political Subdivisions* 1,689 6.55 7,830 7.20 3,095 7.55 -- -- Equity securities 184 -- -- -- -- -- -- -- -------- -------- -------- -------- Total available for sale 14,883 4.57% 19,240 6.17% 3,597 7.08% -0- --% -------- -------- -------- -------- Total securities $ 15,386 4.56% $ 20,842 5.94% $ 3,597 7.08% $ -0- --% ======== ======== ======== ======== ======== ======== ======== ========
-5-
December 31, 2001 ----------------------------------------------------------------------------------------------- After One After Five Within But Within But Within After One Year Five Years Ten Years Ten Years -------------------- -------------------- -------------------- -------------------- Amount Yield Amount Yield Amount Yield Amount Yield -------- -------- -------- -------- -------- -------- -------- -------- Securities held to maturity: U.S. Treasury $ 1,799 6.61% $ 507 4.35% $ -- --% $ -- --% U.S. Government Agencies -- -- -- -- -- -- -- -- -------- -------- -------- -------- Total held to maturity 1,799 6.61 507 4.35 -0- -- -0- -- -------- -------- -------- -------- Securities available for sale: U.S. Government Agencies -- -- 11,269 5.84 3,021 6.08 -- -- Mortgage-backed securities 2 8.71 2,417 5.36 3,766 6.16 2,948 6.61 State and Political Subdivisions* 976 6.83 5,976 7.21 4,108 7.34 417 8.98 Equity securities 149 -- -- -- -- -- -- -- -------- -------- -------- -------- Total available for sale 1,127 6.83 19,662 6.14 10,895 6.62 3,365 7.03 -------- -------- -------- -------- Total securities $ 2,926 6.69% $ 20,169 6.10% $ 10,895 6.62% $ 3,365 7.03% ======== ======== ======== ======== ======== ======== ======== ========
-6-
December 31, 2000 ----------------------------------------------------------------------------------------------- After One After Five Within But Within But Within After One Year Five Years Ten Years Ten Years -------------------- -------------------- -------------------- -------------------- Amount Yield Amount Yield Amount Yield Amount Yield -------- -------- -------- -------- -------- -------- -------- -------- Securities held to maturity: U.S. Treasury $ 2,601 5.61% $ 1,795 6.61% $ -- --% $ -- --% U.S. Government Agencies 500 6.43 -- -- -- -- -- -- -------- -------- -------- -------- Total held to maturity 3,101 5.74 1,795 6.61 -0- -- -0- -- -------- -------- -------- -------- Securities available for sale: U.S. Government Agencies 500 6.50 11,419 6.43 2,495 6.65 -- -- Mortgage-backed securities 36 7.37 1,888 5.79 2,366 6.59 2,962 7.10 State and Political Subdivisions* 1,033 6.89 4,099 6.87 3,798 7.08 322 8.15 Equity securities 149 -- -- -- -- -- -- -- -------- -------- -------- -------- Total available for sale 1,718 6.83 17,406 6.48 8,659 6.91 3,284 7.19 -------- -------- -------- -------- Total securities $ 4,819 6.13% $ 19,201 6.49% $ 8,659 6.91% $ 3,284 7.19% ======== ======== ======== ======== ======== ======== ======== ========
* Weighted average yields have been computed on a fully tax-equivalent basis assuming a rate of 34% for 2002, 2001 and 2000. -7- Loan Portfolio Loans outstanding at the indicated dates are shown in the following table according to type of loan (in thousands of dollars):
December 31, ---------------------------------------------------------------------- 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- Commercial, financial and agricultural $ 8,288 $ 6,738 $ 6,946 $ 7,326 $ 7,666 Real estate construction 1,750 1,690 539 949 51 Real estate mortgage 24,906 23,604 20,052 15,809 15,361 Installment 5,614 5,719 5,122 4,748 4,981 ---------- ---------- ---------- ---------- ---------- Total 40,558 37,751 32,659 28,832 28,059 Less: Allowance for possible loan losses (627) (605) (579) (579) (596) Unearned income -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- $ 39,931 $ 37,146 $ 32,080 $ 28,253 $ 27,463 ========== ========== ========== ========== ==========
Selected Loan Maturities The following table shows selected categories of loans outstanding as of December 31, 2002 which, based on remaining scheduled repayments of principal, are due in the amounts indicated. Also, the amounts are classified according to the sensitivity to the changes in interest rates (in thousands).
Maturing ------------------------------------------------------- One Year Over One or to Over Less (1) 5 Years 5 Years Total ---------- ---------- ---------- ---------- Maturity of Loans: Commercial, financial and agricultural $ 7,469 $ 2,484 $ 85 $ 10,038 Real estate mortgage and construction 4,018 19,118 1,770 24,906 ---------- ---------- ---------- ---------- Total $ 11,487 $ 21,602 $ 1,855 $ 34,944 ========== ========== ========== ========== Interest Rate Sensitivity of Loans: With predetermined interest rates $ 8,252 $ 19,931 $ 333 $ 28,516 With floating interest rates (2) 3,235 1,671 1,522 6,428 ---------- ---------- ---------- ---------- Total $ 11,487 $ 21,602 $ 1,855 $ 34,944 ========== ========== ========== ==========
(l) Includes demand loans, loans having no stated schedule of repayments and no stated maturity and overdrafts. (2) The floating interest rate loans generally fluctuate according to a formula based on a prime rate. -8- The following table presents information concerning the aggregate amount of nonperforming loans. Nonperforming loans comprise: (a) loans accounted for on a nonaccrual basis; (b) loans contractually past due ninety days or more as to interest or principal payments [but not included in the nonaccrual loans in (a) above]; (c) other loans whose terms have been restructured to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower [exclusive of loans in (a) or (b) above]; and (d) loans now current where there are serious doubts as to the ability of the borrower to comply with present loan requirement terms (in thousands of dollars).
December 31, ---------------------------------------------------------------------- 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- Loans accounted for on a nonaccrual basis $ 3 $ 8 $ -- $ 70 $ 145 Restructured loans which are not on nonaccrual -- 24 34 39 61 ---------- ---------- ---------- ---------- ---------- 3 32 34 109 206 Other real estate and repossessed assets received in complete or partial satisfaction of loan obligations -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- Total nonperforming assets $ 3 $ 32 $ 34 $ 109 $ 206 ========== ========== ========== ========== ========== Loans contractually past due 90 days or more as to principal or interest, but which were not on nonaccrual $ 4 $ 16 $ 11 $ 8 $ 15 ========== ========== ========== ========== ==========
At December 31, 2002, the recorded investment in loans that were considered to be impaired under SFAS No. 114 was $3,450, with the related allowance for loan losses of $-0-. The effect of nonperforming loans on interest income has not been substantial in the past five years. Had interest been accrued on the nonperforming loans, interest income would have been recorded in the amount of $200, $500, $3,857, $9,501 and $32,424 for the years 2002, 2001, 2000, 1999 and 1998, respectively. Interest income in the amount of $-0-, $-0-, $2,490, $2,733 and $4,796 on nonperforming loans during 2002, 2001, 2000, 1999 and 1998, respectively, was recorded. At December 31, 2002, 2001, 2000, 1999 and 1998, there were no significant commitments to lend additional funds to debtors whose loans were considered to be nonperforming. The Bank places loans on nonaccrual when the borrower is no longer able to make periodic interest payments due to a deterioration of the borrowers financial condition. At December 31, 2002, the Bank has an insignificant amount of loans for which payments are current, but the borrowers are experiencing financial difficulties. These loans are subject to constant management attention, and their classification is reviewed on a monthly basis. -9- Summary of Loan Loss Experience The following table summarizes loan balances at the end of each period and average loans based on daily average balances for 2002, 2001, 2000, 1999, and 1998; changes in the allowance for possible loan losses arising from loans charged off and recoveries on loans previously charged off by loan category; and additions to the allowance which have been charged to expense (in thousands of dollars):
Year Ended December 31, ------------------------------------------------------------------ 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- Amount of loans outstanding at end of period $ 40,558 $ 37,751 $ 32,659 $ 28,832 $ 28,058 ========== ========== ========== ========== ========== Average amount $ 38,959 $ 35,534 $ 29,974 $ 26,880 $ 28,548 ========== ========== ========== ========== ==========
Allowance for Possible Loan Losses (In thousands of dollars)
Year Ended December 31, ------------------------------------------------------------------ 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- Beginning balance $ 605 $ 579 $ 579 $ 596 $ 600 Provision charged against income 42 42 11 -- -- ---------- ---------- ---------- ---------- ---------- 647 621 590 596 600 ---------- ---------- ---------- ---------- ---------- Charge-offs: Commercial, financial and agricultural loans -- (3) (3) (13) -- Real estate mortgage loans (4) -- -- -- -- Real estate construction loans -- -- -- -- -- Installment loans (16) (15) (8) (7) (15) ---------- ---------- ---------- ---------- ---------- Total charge-offs (20) (18) (11) (20) (15) ---------- ---------- ---------- ---------- ---------- Recoveries: Commercial, financial and agricultural loans -- -- -- -- -- Real estate mortgage loans -- -- -- -- -- Real estate construction loans -- -- -- -- -- Installment loans -- 2 -- 3 11 ---------- ---------- ---------- ---------- ---------- -0- 2 -0- 3 11 ---------- ---------- ---------- ---------- ---------- Net (charge-offs) recoveries (20) (16) (11) (17) (4) ---------- ---------- ---------- ---------- ---------- Ending balance $ 627 $ 605 $ 579 $ 579 $ 596 ========== ========== ========== ========== ==========
Year Ended December 31, ------------------------------------------------------------------ 2002 2001 2000 1999 1998 ---------- ---------- ---------- ---------- ---------- Ratio of net (charge-offs) recoveries during the period to average loans outstanding during the period (.05)% (.05)% (.04)% (.06)% (.01)% ========== ========== ========== ========== ==========
-10- The allowance for possible loan losses has been allocated according to the amount deemed to be reasonably necessary to provide for the possibility of losses being incurred within the following categories of loans at the date indicated: Allocation of Allowance for Possible Loan Losses (In thousands of dollars)
December 31, 2002 December 31, 2001 ------------------------------ ------------------------------ % of Loans % of Loans Outstanding Outstanding to Total to Total Allowance Loans Allowance Loans ------------ ------------ ------------ ------------ Commercial, financial and agricultural loans $ 156 20.44% $ 113 17.85% Real estate construction 14 4.31 8 4.48 Real estate mortgage loans 249 61.41 257 62.53 Installment loans 208 13.84 227 15.14 ------------ ------------ ------------ ------------ $ 627 100.00% $ 605 100.00% ============ ============ ============ ============
December 31, 2000 December 31, 1999 ------------------------------ ------------------------------ % of Loans % of Loans Outstanding Outstanding to Total to Total Allowance Loans Allowance Loans ------------ ------------ ------------ ------------ Commercial, financial and agricultural loans $ 115 21.27% $ 120 25.41% Real estate construction 4 1.65 5 3.29 Real estate mortgage loans 236 61.40 238 54.83 Installment loans 224 15.68 216 16.47 ------------ ------------ ------------ ------------ $ 579 100.00% $ 579 100.00% ============ ============ ============ ============
December 31, 1998 ------------------------------ % of Loans Outstanding to Total Allowance Loans ------------ ------------ Commercial, financial and agricultural loans $ 135 27.32% Real estate construction 1 .18 Real estate mortgage loans 272 54.75 Installment loans 188 17.75 ------------ ------------ $ 596 100.00% ============ ============
-11- Deposits The average amount of deposits, using daily average balances for 2002, 2001, and 2000, is summarized for the periods indicated in the following table (in thousands of dollars):
Year December 31, ---------------------------------------------- 2002 2001 2000 ------------ ------------ ------------ Non-interest bearing demand deposits $ 28,824 $ 27,114 $ 25,600 Interest bearing demand deposits 13,675 11,158 11,630 Savings deposits 11,559 10,375 9,216 Time deposits 24,595 22,677 20,969 ------------ ------------ ------------ $ 78,653 $ 71,324 $ 67,415 ============ ============ ============
Maturities of Large-Denomination Certificate of Deposits The following table provides the maturities of time certificates of deposit of the Bank in amounts of $100,000 or more (in thousands):
2001 2000 1999 ------------ ------------ ------------ Maturing in: 3 months or less $ 6,014 $ 4,387 $ 2,961 Over 3 months less than 6 months 1,379 2,413 1,536 Over 6 months less than 12 months 729 511 682 Over 12 months -- -- -- ------------ ------------ ------------ Total $ 8,122 $ 7,311 $ 5,179 ============ ============ ============
Short-Term Borrowing The Company did not have any short-term borrowing during the last three years ended December 31, 2002. Return on equity and assets The ratio of Net Income to Average Shareholders' Equity and to Average Total Assets, and certain other ratios, are as follows:
Year December 31, ---------------------------------------------- 2002 2001 2000 ------------ ------------ ------------ Percentage of net income to: Average total assets 1.38% 1.35% 1.54% Average shareholders' equity 9.80% 9.59% 11.91% Percentage of dividends declared per common share to net income per common share 21.83% 20.60% 16.62% Percentage of average shareholders' equity to daily average total assets 14.04% 14.13% 12.96%
-12- Forward-Looking Statements Statements in this Report Form 10-K that are not historical facts should be considered forward-looking statements with respect to the Company. Forward-looking statements of this type speak only as of the date of this 10-K. By nature, forward-looking statements involve inherent risk and uncertainties. Various factors, including, but not limited to, economic conditions, asset quality, interest rates, loan demand and changes in the assumption used in making the forward-looking statements, could cause actual results to differ materially from those contemplated by the forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect subsequent circumstances, events or information, or for any other reason. Item 2. Properties The main office of the Company and the Bank are presently located at 321 East Landry Street, Opelousas, Louisiana, in the downtown business district. The Bank leases three branch sites. The building in which the main office is located is free of all mortgages. For information with respect to the Company obligations under its lease commitments, see Note 9 to the Consolidated Financial Statements, which are incorporated herein by reference under Item 8. Item 3. Legal Proceedings The Company is not involved in any legal actions; however, there are presently pending by the Bank a number of legal proceedings. It is the opinion of management that the resulting liability, if any, from these actions and other pending claims will not materially affect the consolidated financial statements. Item 4. Submission of Matters to a Vote of Security Holders No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise. -13- PART II Item 5. Market for Registrant's Common Stock and Related Security Holder Matters MARKET PRICE AND DIVIDENDS DECLARED
Dividends Year Quarter High Low Per Share ------ --------- ---------- ---------- ---------- 2002 First $ 79 $ 79 $ -- Second 79 79 -- Third 85 85 -- Fourth 89 89 2.40 2001 First $ 71 $ 71 $ -- Second 74 74 -- Third 76 76 -- Fourth 80 80 2.00
Note: The primary market area for American Bancorp, Inc.'s common stock is the Opelousas, Louisiana area with American Bank and Trust Company acting as registrar and transfer agent. There were approximately 505 shareholders of record at December 31, 2002. Source of market price - American Bank & Trust Company acts as the transfer agent for the Company. The stock is thinly traded and the price ranges are based on stated sales price to the transfer agent, which does not represent all sales. RESTRICTIONS ON CASH DIVIDENDS PAYABLE BY THE REGISTRANT: The only source of funds by the Company to pay dividends is dividends paid by the Subsidiary Bank, the payment of which is restricted by applicable federal and state statutes. Federal bank regulatory authorities have authority under the Financial Institutions Supervisory Act to prohibit a bank from engaging in an unsafe or unsound practice. The payment of a dividend by the Bank could, depending upon the financial condition of the Bank and other factors be deemed an unsafe or unsound practice. Applicable Louisiana law prohibits a state bank subsidiary from paying a dividend if its surplus remaining after payment of the dividend would be less than half the aggregate par value of its outstanding stock. In addition, a state bank subsidiary is required to obtain the prior approval of the Commissioner of Financial Institutions of Louisiana before declaring or paying a dividend in a given year if the total of all dividends declared or paid during that year would exceed the total of its net profits for that year combined with the net profits from the immediately preceding year less dividends paid during these periods. -14- Item 6. Selected Financial Data The information called for by Item 6 is included in Registrant's Annual Report on page 5 in the Section titled "Summary of Operations for the Last Five Years" and is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations The information called for by Item 7 is included in the Registrant's Annual Report in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and is incorporated herein by reference. Item 7a. Quantitative and Qualitative Disclosure About Market Risk The information called for by Item 7a is included in Registrant's Annual Report on page 10 and 11 in the Section titled "Market Risk" and is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data The following consolidated financial statements of the Registrant and its subsidiary included on pages 28 through 57 in the Annual Report are incorporated herein by reference: Independent Auditors' Report Consolidated Balance Sheets - December 31, 2002 and 2001 Consolidated Statements of Income - Years Ended December 31, 2002, 2001, and 2000 Consolidated Statements of Shareholders' Equity - Years Ended December 31, 2002, 2001, and 2000 Consolidated Statements of Cash Flows - Years Ended December 31, 2002, 2001, and 2000 Notes to Consolidated Financial Statements Selected Quarterly Financial Data Item 9. Changes in and Disagreements in Accounting and Financial Disclosure There have been no changes or disagreements with an independent accountant on any matter of accounting principles or practice, financial disclosure, auditing scope or procedure. PART III Item 10. Directors and Executive Officers With the identification of directors and executive officers of the Company, the information called for by Item 10 is omitted pursuant to General Instruction G(3) and is included in Registrant's definitive Proxy Statement filed pursuant to Section 14(a). -15- Item 11. Management Remuneration and Transactions The information called for by this item is included in Registrant's definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management The information called for by this item is included in Registrant's definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions The information called for by this item is included in Registrant's definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 and is incorporated herein by reference. Item 14. Controls and Procedures (a) Evaluation of disclosure controls and procedures. Based on their evaluation as of a date within 90 days of the filing date of this Annual Report on Form 10-K, the registrant's principal executive officer and principal financial officer have concluded that the registrant's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the "Exchange Act")) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. (b) Changes in internal controls. There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. -16- PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1. Financial Statements The following consolidated financial statements of American Bancorp, Inc. and Subsidiary, included in pages 28 through 57 of the Registrant's Annual Report are incorporated by reference in Item 8: Independent Auditors' Report Consolidated Balance Sheets - December 31, 2002 and 2001 Consolidated Statements of Income - Years Ended December 31, 2002, 2001 and 2000 Consolidated Statements of Shareholders' Equity - Years Ended December 31, 2002, 2001 and 2000 Consolidated Statements of Cash Flows - Years Ended December 31, 2002, 2001 and 2000 Notes to Consolidated Financial Statements Selected Quarterly Financial Data (a) 2. Financial Statement Schedules The Schedules to the consolidated financial statements required by Article 9, and all other schedules to the financial statements of the Registrant required by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted. (a) 3. Exhibits (13) 2002 Annual Report to Shareholders (22) Proxy Statement for Annual Meeting of Shareholders to be held on April 9, 2003 (23) Consent of Independent Auditors 99.0 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K None (c) Exhibits The response to this portion of Item 14 is submitted as a separate section of this report. (d) Financial Statement Schedules The response to this portion of Item 14 is submitted as a separate section of this report. -17- 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. American Bancorp, Inc. (Registrant) By: /s/ Salvador L. Diesi, Sr. ---------------------------------------- Salvador L. Diesi, Sr., Chairman of the Board of the Company and the Bank; President of the Company and the Bank Date: March 17, 2003 -------------------------------------- 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 dates indicated. /s/ Salvador L. Diesi, Sr. /s/ Jasper J. Artall, Sr. ------------------------------------- ----------------------------------- Salvador L. Diesi, Sr., Chairman of Jasper J. Artall, Sr., Director the Board of the Company and the Bank; President of the Company and the Bank Date: March 17, 2003 Date: March 17, 2003 ------------------------------- ----------------------------- /s/ Ronald J. Lashute /s/ Walter J. Champagne, Jr. ------------------------------------- ----------------------------------- Ronald J. Lashute, Executive Vice- Walter J. Champagne, Jr., Director President and Chief Executive Officer of the Bank; Chief Executive Officer, Secretary and Treasurer, and Director of the Company Date: March 17, 2003 Date: March 17, 2003 ------------------------------- ----------------------------- /s/ J. C. Diesi ----------------------------------- J. C. Diesi, Director Date: March 17, 2003 ----------------------------- -18- CERTIFICATIONS I, Ronald J. Lashute, Executive Vice-President and Chief Executive Officer of the Bank; Chief Executive Officer, and Secretary and Treasurer of the Company, certify that: 1. I have reviewed this annual report on Form 10-K of American Bancorp, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions); (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Ronald J. Lashute ---------------------------------------------- Ronald J. Lashute Executive Vice-President and Chief Executive Officer of the Bank; Chief Executive Officer, and Secretary and Treasurer of the Company March 17, 2003 ---------------------------------------------- Date -19- CERTIFICATIONS I, George Hill Comeau, Chief Financial Officer of the Bank and the Company and Vice President of the Bank, certify that: 1. I have reviewed this annual report on Form 10-K of American Bancorp, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions); (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ George Hill Comeau ------------------------------------------- George Hill Comeau Chief Financial Officer of the Bank and the Company and Vice President of the Bank March 17, 2003 ------------------------------------------- Date -20- EXHIBIT INDEX
Number Description ------ ----------- 13.1 2002 Annual Report to shareholders of American Bancorp, Inc. 22.1 2002 Proxy Statement for annual meeting of shareholders. 23.1 Consent of Independent Auditors. 99.1 Certification pursuant to U.S.C. Section 1350 by the Company's Principal Executive Officer 99.2 Certification pursuant to U.S.C. Section 1350 by the Company's Principal Financial Officer 99.3 Disclosure on controls pursuant to U.S.C. Section 1350 by the Company's Principal Executive Officer 99.4 Disclosure on controls pursuant to U.S.C. Section 1350 by the Company's Principal Financial Officer
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