U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[ X ] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2000
[ ] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended
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Commission File Number 0-24245
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BOC FINANCIAL CORP.
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(Exact name of small business issuer as specified in its charter)
North Carolina 56-6511744
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
107 SOUTH CENTRAL AVENUE, LANDIS, NC 28088
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(Address of principal executive office)
(704) 857-7277
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No
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As of November 6, 2000, 805,000 shares of the issuer's common stock, $1.00 par
value, were outstanding. The registrant has no other classes of securities
outstanding.
This report contains 10 pages.
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Page No.
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Part I. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
September 30, 2000 and December 31, 1999................................................ 3
Consolidated Statements of Operations
Three Months and Nine Months Ended September 30, 2000 and 1999.......................... 4
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2000 and 1999........................................... 5
Notes to Consolidated Financial Statements.............................................. 6
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations..... 7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K............................................... 9
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Part I. Financial Information
Item 1 - Financial Statements
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BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Financial Condition
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September 30,
2000 December 31,
(Unaudited) 1999*
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(In Thousands)
ASSETS
Cash on hand and in banks $ 527 $ 569
Interest-bearing balances in other banks 408 2,556
Federal funds sold 1,328 1,268
Investment securities available for sale, at fair value 4,988 5,366
Loans receivable, net 24,988 21,100
Accrued interest receivable 111 75
Premises and equipment, net 1,019 969
Stock in the Federal Home Loan Bank, at cost 182 175
Other assets 173 232
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TOTAL ASSETS $ 33,724 $ 32,310
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 24,841 $ 22,147
Borrowings 500 1,900
Advance payments from borrowers for property taxes and insurance 44 37
Accrued expenses and other liabilities 179 182
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TOTAL LIABILITIES 25,564 24,266
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STOCKHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares
authorized, no shares issued and outstanding - -
Common stock, $1 par value, 9,000,000 shares
authorized, 805,000, issued and outstanding 805 805
Additional paid-in capital 4,284 4,297
Unearned compensation (1,506) (1,584)
Accumulated other comprehensive income:
Unrealized holding gains (losses) (40) (69)
Retained earnings, substantially restricted 4,617 4,595
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TOTAL STOCKHOLDERS' EQUITY 8,160 8,044
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$ 33,724 $ 32,310
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*Derived from audited financial statements.
See accompanying notes.
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BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations (Unaudited)
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Three Months Ended Nine Months Ended
September 30, September 30,
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2000 1999 2000 1999
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(In Thousands)
INTEREST INCOME
Loans $ 549 $ 362 $ 1,505 $ 1,064
Investments 82 77 252 180
Deposits in other banks and
federal funds sold 33 101 74 330
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TOTAL INTEREST INCOME 664 540 1,831 1,574
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INTEREST EXPENSE
Deposits 350 266 920 748
Borrowings 15 - 34 -
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TOTAL INTEREST EXPENSE 365 266 954 748
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NET INTEREST INCOME 299 274 877 826
PROVISION FOR LOAN LOSSES 3 - 6 -
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 296 274 871 826
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OTHER INCOME 16 1 21 9
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OTHER EXPENSES
Personnel costs 130 122 426 325
Occupancy 22 22 73 59
Data processing and outside service fees 13 11 40 36
Deposit insurance premiums 1 3 3 9
Other 69 83 173 205
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TOTAL OTHER EXPENSES 235 241 715 634
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INCOME BEFORE INCOME TAXES 77 34 177 201
PROVISION FOR INCOME TAXES 15 9 45 65
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NET INCOME $ 62 $ 25 $ 132 $ 136
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NET INCOME PER COMMON SHARE
Basic and diluted $ 0.08 $ 0.03 $ 0.18 $ 0.18
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WEIGHTED AVERAGE SHARES
OUTSTANDING 739,676 719,042 738,812 772,996
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CASH DIVIDEND PER SHARE $ 0.05 $ 0.05 $ 0.15 $ 0.10
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See accompanying notes.
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BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Unaudited)
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Nine Months Ended
September 30,
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2000 1999
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(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 132 $ 136
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation 21 22
Loss on sale of assets, net 13 -
Provision for loan losses 6 -
Amortization of unearned compensation 66 30
Deferred compensation 13 18
Change in assets and liabilities:
Increase in accrued interest receivable (36) (35)
(Increase) decrease in other assets 41 (77)
Decrease in accrued expenses and other liabilities (16) (138)
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NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES 240 (44)
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CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in interest-bearing balances in other banks 2,148 1,921
Net (increase) decrease in federal funds sold (60) 455
Purchases of available for sale investment securities (1,050) (4,000)
Proceeds from maturities and sale of available for sale securities 1,462 2,250
(Purchase) redemption of Federal Home Loan Bank Stock (7) 12
Net increase in loans (3,894) (943)
Purchases of premises and equipment (71) (673)
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NET CASH USED BY
INVESTING ACTIVITIES (1,472) (978)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand accounts (3,527) 120
Net increase in certificates of deposit 6,221 2,084
Net decrease in borrowings (1,400) -
Net increase in advance payments from borrowers
for taxes and insurance 7 11
Cash dividends paid (111) (77)
Repurchase of common shares - (1,084)
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NET CASH PROVIDED BY
FINANCING ACTIVITIES 1,190 1,054
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NET INCREASE (DECREASE) IN
CASH ON HAND AND IN BANKS (42) 32
CASH ON HAND AND IN BANKS, BEGINNING 569 426
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CASH ON HAND AND IN BANKS, ENDING $ 527 $ 458
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See accompanying notes.
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BOC FINANCIAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
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NOTE A - BASIS OF PRESENTATION
In management's opinion, the financial information, which is unaudited, reflects
all adjustments (consisting solely of normal recurring adjustments) necessary
for a fair presentation of the financial information as of and for the three and
nine month periods ended September 30, 2000 and 1999, in conformity with
generally accepted accounting principles. The financial statements include the
accounts of BOC Financial Corp. (the "Company") and its wholly-owned subsidiary,
Bank of the Carolinas (the "Bank"). Operating results for the three and nine
month periods ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2000.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the financial
statements filed as part of BOC Financial Corp.'s annual report on Form 10-KSB.
This quarterly report should be read in conjunction with such annual report.
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Item 2 - Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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This Quarterly Report on Form 10-QSB may contain certain forward-looking
statements consisting of estimates with respect to the financial condition,
results of operations and business of the Company that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include, but are not limited to, general economic
conditions, changes in interest rates, deposit flows, loan demand, real estate
values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory, and technological factors affecting the
Company's operations, pricing, products and services.
Comparison of Financial Condition at September 30, 2000 and December 31, 1999
During the nine months ended September 30, 2000, total assets increased by $1.4
million, from $32.3 million to $33.7 million. This increase occurred principally
as a result of an increase of $2.7 million in customer deposits. This deposit
increase, combined with decreases of $2.1 million and $378,000, respectively, in
liquid assets and investment securities available for sale were the primary
sources of funding for the repayment of $1.4 million of borrowings and for an
increase of $3.9 million in net loans receivable, as loan demand was strong
during the nine months.
Comparison of Results of Operations for the Three Months Ended September 30,
2000 and 1999
Net income for the three months ended September 30, 2000 was $62,000 or $.08 per
share as compared with net income of $25,000, or $.03 per share, for the quarter
ended September 30, 1999, an increase of $37,000 or $.05 per share. Net interest
income for the current quarter was $299,000, an increase of $25,000 from the
corresponding amount for the quarter ended September 30, 1999. This increase in
net interest income occurred because higher yields on interest-earning assets
more than offset a reduction of nearly $3.3 million in the average balance of
net interest-earning assets outstanding during the current quarter as compared
with the quarter ended September 30, 1999. The decrease in average net interest
earning assets relates principally to a reduction in interest earning assets
that resulted from the payment on October 8, 1999 of the $3.50 per share special
dividend that aggregated $2.8 million. The increase in yields resulted from a
shift in asset concentrations from lower-yielding liquid investments to
higher-yielding loans. Non-interest expenses decreased from $241,000 for the
quarter ended September 30, 1999 to $235,000 for the quarter ended September 30,
2000. Personnel costs increased by $8,000, partially as a result of costs of
$18,000 recognized in connection with the Company's MRP, and also as a result of
the Company's loan origination office in Concord, where overall operating costs
continue to substantially exceed revenues. An increase of $8,000 in personnel
costs was more than offset by a decrease of $14,000 in other expenses.
Comparison of Results of Operations for the Nine Months Ended September 30, 2000
and 1999
Net income for the nine months ended September 30, 2000 was $132,000 or $.18 per
share as compared with net income of $136,000, also $.18 per share, for the nine
months ended September 30, 1999, a decrease of $4,000. Net interest income for
the current nine months period was $877,000, an increase of $51,000 from the
corresponding amount for the nine
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months ended September 30, 1999. This increase in net interest income occurred
because higher yields on interest-earning assets more than offset a reduction of
nearly $4.2 million in the average balance of net interest-earning assets
outstanding during the current nine months as compared with the nine months
ended September 30, 1999. The decrease in average net interest earning assets
relates principally to a reduction in interest earning assets that resulted from
the Company's stock repurchase activities during 1999, to the acquisition in
1999 of real property for a future branch addition, and to the payment on
October 8, 1999 of the $3.50 per share special dividend that aggregated $2.8
million. The increase in yields resulted from a shift in asset concentrations
from lower-yielding liquid investments to higher-yielding loans. Non-interest
expenses increased from $634,000 for the nine months ended September 30, 1999 to
$715,000 for the nine months ended September 30, 2000. Personnel costs increased
by $101,000, partially as a result of costs of $53,000 recognized in connection
with the Company's MRP. An additional element of the increase in personnel
costs, as well as the increase of $14,000 in occupancy costs, relates to the
Company's loan origination office in Concord, where overall operating costs
continue to exceed revenues. The increases in personnel and occupancy costs were
partially offset by a decrease of $32,000 in other expenses.
Liquidity and Capital Resources
The objective of the Company's liquidity management is to ensure the
availability of sufficient cash flows to meet all financial commitments and to
capitalize on opportunities for expansion. Liquidity management addresses the
Bank's ability to meet deposit withdrawals on demand or at contractual maturity,
to repay borrowings as they mature, and to fund new loans and investments as
opportunities arise.
The primary sources of internally generated funds are principal and interest
payments on loans receivable and cash flows generated from operations. External
sources of funds include increases in deposits and advances from the FHLB of
Atlanta.
At September 30, 2000, liquid assets comprise 22% of total assets. Management
believes that it will have sufficient funds available to meet its anticipated
future loan commitments as well as other liquidity needs.
At September 30, 2000, both the Company and the Bank substantially exceed all
applicable regulatory capital requirements.
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Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
(27) Financial data schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
September 30, 2000.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
BOC FINANCIAL CORP.
Date: November 7, 2000 By: /s/ Stephen R. Talbert
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Stephen R. Talbert
Chief Executive Officer
Date: November 7, 2000 By: /s/ Lisa B. Ashley
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Lisa B. Ashley
Chief Financial Officer
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