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, 2001
[_] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended________________
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 2, 2001, 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.
Page No.
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Part I. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
September 30, 2001 and December 31, 2000 ...................... 3
Consolidated Statements of Operations
Three Months and Nine Months Ended September 30, 2001 and 2000 4
Consolidated Statements of Cash Flows
Nine Months Ended September 30, 2001 and 2000 ................. 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,
2001 December 31,
(Unaudited) 2000*
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(In Thousands)
ASSETS
Cash on hand and in banks $ 296 $ 483
Interest-bearing balances in other banks 1,344 446
Federal funds sold 1,060 1,895
Investment securities available for sale, at fair value 819 5,048
Loans receivable, net 40,296 25,638
Accrued interest receivable 73 106
Premises and equipment, net 1,077 1,073
Stock in the Federal Home Loan Bank, at cost 204 182
Other assets 253 127
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TOTAL ASSETS $ 45,422 $ 34,998
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 33,968 $ 26,584
Borrowings 3,000 -
Advance payments from borrowers for property taxes and insurance 4 11
Accrued expenses and other liabilities 206 195
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TOTAL LIABILITIES 37,178 26,790
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STOCKHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares
authorized, no shares issued and outstanding - -
Common stock, $1 par value, 9,000,000 shares
authorized, 805,000 shares issued and outstanding 805 805
Additional paid-in capital 4,274 4,281
Unearned compensation (1,402) (1,481)
Accumulated other comprehensive income (loss) 12 (1)
Retained earnings, substantially restricted 4,555 4,604
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TOTAL STOCKHOLDERS' EQUITY 8,244 8,208
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$ 45,422 $ 34,998
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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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2001 2000 2001 2000
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(In Thousands, except per share data)
INTEREST INCOME
Loans $ 739 $ 549 $ 2,021 $ 1,505
Investments 19 82 132 252
Deposits in other banks and
federal funds sold 23 33 84 74
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TOTAL INTEREST INCOME 781 664 2,237 1,831
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INTEREST EXPENSE
Deposits 433 350 1,265 920
Borrowings 26 15 56 34
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TOTAL INTEREST EXPENSE 459 365 1,321 954
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NET INTEREST INCOME 322 299 916 877
PROVISION FOR LOAN LOSSES - 3 150 6
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 322 296 766 871
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NON-INTEREST INCOME 57 16 162 21
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NON-INTEREST EXPENSES
Personnel costs 186 130 543 426
Occupancy 26 22 74 73
Data processing and outside service fees 14 13 44 40
Deposit insurance premiums 2 1 4 3
Other 61 69 168 173
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TOTAL NON-INTEREST EXPENSES 289 235 833 715
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INCOME BEFORE INCOME TAXES 90 77 95 177
PROVISION FOR INCOME TAXES 33 15 33 45
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NET INCOME $ 57 $ 62 $ 62 $ 132
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INCOME PER COMMON SHARE
Basic and diluted $ 0.08 $ 0.08 $ 0.08 $ 0.18
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WEIGHTED AVERAGE SHARES
OUTSTANDING 742,342 739,676 743,167 738,812
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CASH DIVIDEND PER SHARE $ 0.05 $ 0.05 $ 0.15 $ 0.15
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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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2001 2000
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(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 62 $ 132
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 27 21
Loss on sale of assets, net - 13
Provision for loan losses 150 6
Amortization of unearned compensation 72 66
Deferred compensation 4 13
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable 33 (36)
(Increase) decrease in other assets (134) 41
Increase (decrease) in accrued expenses and other liabilities 7 (16)
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 221 240
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CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing balances in other banks (898) 2,148
Net (increase) decrease in federal funds sold 835 (60)
Purchases of available for sale investment securities - (1,050)
Proceeds from maturities and sale of available for sale securities 4,250 1,462
Purchase of Federal Home Loan Bank Stock (22) (7)
Net increase in loans (14,808) (3,894)
Purchases of premises and equipment (31) (71)
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NET CASH USED BY
INVESTING ACTIVITIES (10,674) (1,472)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand accounts 1,302 (3,527)
Net increase in certificates of deposit 6,082 6,221
Net increase (decrease) in borrowings 3,000 (1,400)
Net increase (decrease) in advance payments from borrowers
for taxes and insurance (7) 7
Cash dividends paid (111) (111)
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NET CASH PROVIDED
BY FINANCING ACTIVITIES 10,266 1,190
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NET DECREASE IN CASH
ON HAND AND IN BANKS (187) (42)
CASH ON HAND AND IN BANKS, BEGINNING 483 569
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CASH ON HAND AND IN BANKS, ENDING $ 296 $ 527
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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, 2001 and 2000, 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, 2001 are not necessarily indicative of the
results that may be expected for the fiscal year ending December 31, 2001.
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.
NOTE B - PENDING MERGER
The Boards of Directors of Bank of Davie, Mocksville, North Carolina and BOC
Financial Corp., Landis, North Carolina announced on July 20, 2001 that they had
entered into a definitive agreement whereby BOC Financial Corp. and its wholly
owned subsidiary, Bank of the Carolinas, would be acquired by Bank of Davie in a
stock exchange. Shareholders of BOC Financial Corp. are to receive 0.92 shares
of Bank of Davie common stock for each share of BOC Financial Corp. common
stock. The merger transaction is subject to the approval of the shareholders of
Bank of Davie and BOC Financial as well as state and federal bank regulatory
authorities. It is expected the shareholders will be called to vote on the
merger at a special meeting to be held on December 11, 2001 with an anticipated
closing date of December 31, 2001. The combined institution will be
headquartered in Mocksville, North Carolina and will operate under the name
"Bank of the Carolinas" with Stephen R. Talbert as Chairman of the Board of
Directors and Robert E. Marziano as President and Chief Executive Officer.
NOTE C - NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all
business combinations entered into after June 30, 2001 be accounted for under
the purchase method. SFAS No. 142 requires that all intangible assets, including
goodwill that results from business combinations, be periodically (at least
annually) evaluated for impairment, with any resulting impairment loss being
charged against earnings. Also, under SFAS No. 142, goodwill resulting from any
business combination accounted for according to SFAS No. 141 will not be
amortized, and the amortization of goodwill related to business combinations
entered into prior to June 30, 2001 will be discontinued effective, for the
Company, January 1, 2002. The adoption of the provisions of SFAS No. 141 and
SFAS No. 142 effective January 1, 2002, is not expected to affect the Company's
financial statements.
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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, 2001 and December 31, 2000
During the nine months ended June 30, 2001, total assets increased by $10.4
million or 30.0%, from $35.0 million to $45.4 million. This increase occurred
principally as a result of strong loan growth throughout the nine-month period,
as net loans have risen to $40.3 million, representing an increase of $14.7
million or 57.2% from the December 31, 2000 balance of $25.6 million. Commercial
loans, which have been emphasized by the Company throughout 2001, grew by $9.0
million, accounting for 61.2% of the overall increase in loans. Increases of
$7.4 million in customer deposits and $3.0 million in borrowings, combined with
a decrease in liquid assets of $4.4 million, provided funding for the growth in
loans.
Comparison of Results of Operations for the Three Months Ended
September 30, 2001 and 2000
Net income for the three months ended September 30, 2001 was $57,000 as compared
with net income of $62,000 for the quarter ended September 30, 2000, a decrease
of $5,000. Basic net income per share was $.08 in both quarters. Net interest
income for the current quarter was $322,000, or $23,000 more than for the
quarter ended September 30, 2000. The potential positive impact of an increase
in the volume of both interest-earning assets and interest-bearing liabilities
was largely offset by the trend in interest rates that resulted in a narrowing
of the Company's net interest margin. The net interest margin for the current
quarter was 3.09% as compared with 3.77% for the quarter ended September 30,
2000.
Non-interest income increased by $41,000. Substantially all of this increase
related to the origination and sale of mortgage loans in the secondary market,
which generated income of $56,000 in the current quarter as compared with
$15,000 in the third quarter of 2000. As a result, the Company's loan
origination office in Concord, which previously had been a source of losses,
broke even for the quarter ended September 30, 2001. Non-interest expenses
increased from $235,000 for the quarter ended September 30, 2000 to $289,000 for
the quarter ended September 30, 2001, essentially because personnel costs
increased by $56,000. The rise in personnel costs represents a combination of
normal inflationary increases, additional costs incurred to generate the
improved performance of the Company's Concord loan origination office and
staffing additions made in connection with the Company's increased emphasis on
commercial lending.
Comparison of Results of Operations for the Nine Months Ended
September 30, 2001 and 2000
Net income for the nine months ended September 30, 2001 was $62,000 or $.08 per
share as compared with net income of $132,000 or $.18 per share for the nine
months ended September 30, 2000, a decrease of $70,000 or $.10 per share. Net
interest income for the current nine months was $916,000, or $39,000 more than
for the nine months ended September 30, 2000.
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The potential positive impact of an increase in the volume of both
interest-earning assets and interest-bearing liabilities was largely offset by
the trend in interest rates that resulted in a narrowing of the Company's net
interest margin to 3.18% for the nine months ended September 30, 2001 from 3.84%
for the nine months ended September 30, 2000.
The provision for loan losses during the nine-month current period was $150,000
as compared with $6,000 for the nine months ended September 30, 2000, an
increase of $144,000. While the Company's loan portfolio continues to perform
well, with no nonperforming loans at the current quarter-end, a substantial
portion of the increase in loans has consisted of commercial loans. Such loans
generally yield higher rates of interest than the residential mortgage loans
that have historically comprised the overwhelming majority of the Company's
outstanding loans, but with higher risk characteristics. Management has made
this significant increase in the provision for loan losses in response to that
higher level of risk, but with the expectation that the higher yields on
commercial loans will contribute to improved future profitability. Management
will continue to evaluate the level of the allowance for loan losses and will
make future provisions as such evaluations indicates is appropriate.
Non-interest income increased by $141,000. Substantially all of this increase
related to the origination and sale of mortgage loans in the secondary market,
which generated income of $146,000 in the current nine month period as compared
with $28,000 in the nine months ended September 30, 2000. As a result, the
Company's loan origination office in Concord, which previously had been a source
of losses, broke even for the nine months ended September 30, 2001. Non-interest
expenses increased from $715,000 for the nine months ended September 30, 2000 to
$833,000 for the nine months ended September 30, 2001, essentially because
personnel costs increased by $117,000. The rise in personnel costs represents a
combination of normal inflationary increases, additional costs incurred to
generate the improved performance of the Company's Concord loan origination
office and staffing additions made in connection with the Company's increased
emphasis on commercial lending.
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.
The strong growth in loans during the current fiscal year has caused a reduction
in the Company's overall level of liquidity. At September 30, 2001, liquid
assets comprise 7.7% of total assets, down from 22.5% at the beginning of the
current fiscal year. Because of the availability of funds through borrowings and
other external sources, Management believes that the Company will have
sufficient funds available to meet its anticipated future loan commitments as
well as other liquidity needs.
At September 30, 2001, 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.
None
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
September 30, 2001.
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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 9, 2001 By: /s/ Stephen R. Talbert
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Stephen R. Talbert
Chief Executive Officer
Date: November 9, 2001 By: /s/ Lisa B. Ashley
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Lisa B. Ashley
Chief Financial Officer
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