<PAGE>
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 MARCH 31, 1998
[ ] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended
COMMISSION FILE NUMBER (not obtained yet)
BOC FINANCIAL CORP.
(Exact name of small business issuer as specified in its charter)
NORTH CAROLINA 56-6511744
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
107 SOUTH CENTRAL AVENUE, LANDIS, NC 28088
(Address of principal executive office)
(704) 857-7277
(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 [ ]
As of May 11, 1998, 925,741 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 11 pages.
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PAGE NO.
PART 1. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
Statements of Financial Condition
March 31, 1998 and December 31, 1997 ................................ 3
Statements of Operations
Three Months Ended March 31, 1998 and 1997 .......................... 4
Statements of Cash Flows
Three Months Ended March 31, 1998 and 1997 .......................... 5
Notes to Financial Statements ....................................... 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ..................................... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K ........................... 10
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PART 1. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BANK OF THE CAROLINAS (SEE NOTE B)
(FORMERLY LANDIS SAVINGS BANK, SSB)
STATEMENTS OF FINANCIAL CONDITION
- --------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
1998
ASSETS (UNAUDITED) 1997*
------- -------
(In Thousands)
Cash on hand and in banks ...................... $ 586 $ 336
Interest-bearing balances in other banks ....... 39 35
Federal funds sold ............................. 11,800 1,750
Investment securities available for sale, at
fair value ................................... 2,985 2,909
Loans receivable, net .......................... 18,500 18,826
Accrued interest receivable .................... 57 45
Premises and equipment, net .................... 282 287
Stock in the Federal Home Loan Bank, at cost ... 187 187
Other assets ................................... 415 222
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TOTAL ASSETS .............................. $34,851 $24,597
======= =======
LIABILITIES AND NET RETAINED EARNINGS
Deposit accounts ............................... $30,222 $19,978
Advance payments from borrowers for property
taxes and insurance .......................... 16 17
Accrued expenses and other liabilities ......... 143 178
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TOTAL LIABILITIES ......................... 30,381 20,173
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Retained earnings, substantially restricted .... 4,470 4,424
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TOTAL LIABILITIES AND RETAINED EARNINGS ... $34,851 $24,597
======= =======
*Derived from audited financial statements.
SEE ACCOMPANYING NOTES.
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BANK OF THE CAROLINAS (SEE NOTE B)
(FORMERLY LANDIS SAVINGS BANK, SSB)
STATEMENTS OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------------
THREE MONTHS ENDED
MARCH 31,
--------------
1998 1997
---- ----
(In Thousands)
INTEREST INCOME
Loans ................................................. $374 $370
Investments ........................................... 43 37
Deposits in other banks and federal funds sold ........ 69 16
---- ----
TOTAL INTEREST INCOME ............................. 486 423
---- ----
INTEREST EXPENSE
Deposit accounts ...................................... 284 234
---- ----
NET INTEREST INCOME ................................. 202 189
PROVISION FOR LOAN LOSSES ................................ -- 2
---- ----
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES.. 202 187
---- ----
OTHER INCOME ............................................. 3 1
---- ----
OTHER EXPENSES
Personnel costs ....................................... 92 80
Occupancy ............................................. 12 11
Data processing and outside service fees .............. 13 15
Deposit insurance premiums ............................ 3 3
Other ................................................. 17 14
---- ----
TOTAL OTHER EXPENSES ................................ 137 123
---- ----
INCOME BEFORE INCOME TAXES .......................... 68 65
INCOME TAX EXPENSE ....................................... 21 19
---- ----
NET INCOME .......................................... $ 47 $ 46
==== ====
SEE ACCOMPANYING NOTES.
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BANK OF THE CAROLINAS (SEE NOTE B)
(FORMERLY LANDIS SAVINGS BANK, SSB)
STATEMENTS OF CASH FLOWS (UNAUDITED)
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THREE MONTHS ENDED
MARCH 31,
-----------------
1998 1997
-------- -----
(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................. $ 47 $ 46
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation ......................................... 8 7
Amortization, net .................................... (6) (6)
Gain on sale of assets, net .......................... (2) --
Provision for loan losses ............................ -- 2
Deferred income taxes ................................ (2) --
Deferred compensation ................................ 8 --
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable . (12) 1
(Increase) decrease in other assets ................ (10) 43
Decrease in accrued expenses and other liabilities . (43) (4)
-------- -----
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES ..... (12) 89
-------- -----
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing balances
in other banks ........................................ (4) 13
Net increase in federal funds sold ..................... (10,050) (175)
Purchases of available for sale investment securities .. (1,227) (749)
Proceeds from maturities of available for sale
securities ............................................ 650 --
Proceeds from sales of available for sale investment
securities ............................................ 501 --
Purchase of Federal Home Loan Bank Stock ............... -- (17)
Proceeds from sales of loans ........................... 10 --
Net decrease in loans .................................. 323 208
Purchases of premises and equipment .................... (3) --
-------- -----
NET CASH USED BY INVESTING ACTIVITIES ................ (9,800) (720)
-------- -----
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in savings accounts ............ 9,223 (141)
Net increase in certificates of deposit ................ 1,021 643
Net increase (decrease) in advance payments from
borrowers for taxes and insurance ..................... (1) 4
Stock conversion costs incurred ........................ (181) --
-------- -----
NET CASH PROVIDED BY FINANCING ACTIVITIES ............ 10,062 506
-------- -----
NET INCREASE (DECREASE) IN CASH ON HAND AND IN BANKS . 250 (125)
CASH ON HAND AND IN BANKS, BEGINNING ...................... 336 307
-------- -----
CASH ON HAND AND IN BANKS, ENDING .................... $ 586 $ 182
======== =====
SEE ACCOMPANYING NOTES.
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BANK OF THE CAROLINAS
(FORMERLY LANDIS SAVINGS BANK, SSB)
NOTES TO 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
month periods ended March 31, 1998 and 1997, in conformity with generally
accepted accounting principles. The financial statements include the accounts of
Bank of the Carolinas (the "Bank"), formerly Landis Savings Bank, SSB. Operating
results for the three month period ended March 31, 1998 are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 1998.
The organization and business of the Bank, accounting policies followed by the
Bank and other information are contained in the notes to the financial
statements filed as part of BOC Financial Corp., Inc.'s registration statement
on Form SB-2. This quarterly report should be read in conjunction with such
registration statement.
NOTE B - PLAN OF CONVERSION
On September 29, 1997, the Board of Directors of the Bank adopted a Plan of
Holding Company Conversion whereby Landis Savings Bank, SSB would convert from a
North Carolina-charted mutual savings bank to a North Carolina-chartered stock
commercial bank, change its name to Bank of the Carolinas, and become a
wholly-owned subsidiary of BOC Financial Corp., (the "Company" or "Holding
Company"), a holding company formed in connection with the conversion. The
Holding Company would issue common stock to be sold in the conversion and use
that portion of the net proceeds thereof which it does not retain to purchase
the capital stock of the Bank. The Plan has been approved by regulatory
authorities and the members of the Bank at a special meeting.
At the time of conversion, the Bank established a liquidation account in an
amount equal to its net worth as reflected in its latest statement of financial
condition used in its final conversion prospectus. The liquidation account will
be maintained for the benefit of eligible deposit account holders who continue
to maintain their deposit accounts in the Bank after conversion. Only in the
event of a complete liquidation will each eligible deposit account holder be
entitled to receive a subaccount balance for deposit accounts then held before
any liquidation distribution may be made with respect to common stock. Dividends
paid by the Bank subsequent to the conversion cannot be paid from this
liquidation account.
The Bank may not declare or pay a cash dividend on or repurchase any of its
common stock if its net worth would thereby be reduced below either the
aggregate amount then required for the liquidation account or the minimum
regulatory capital requirements imposed by federal and state regulations.
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BANK OF THE CAROLINAS
(FORMERLY LANDIS SAVINGS BANK, SSB)
NOTES TO FINANCIAL STATEMENTS
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NOTE B - PLAN OF CONVERSION (CONTINUED)
On April 28, 1998, the Bank completed its conversion from a North
Carolina-chartered mutual savings bank to a North Carolina-chartered stock
commercial bank. The conversion occurred through the sale of 925,741 shares of
common stock ($1.00 par value) of BOC Financial Corp. Total proceeds of
$9,257,410 were reduced by conversion expenses of approximately $440,000. BOC
Financial Corp. purchased 100% of the common stock of Bank of the Carolinas
issued in the conversion, and retained the balance of the net conversion
proceeds. The transaction was recorded as an "as-if" pooling with assets and
liabilities recorded at historical cost.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 1998 TO DECEMBER 31, 1997
Landis Savings Bank SSB's total assets increased by $10.3 million or 41.7% to
$34.9 million at March 31, 1998 from $24.6 million at December 31, 1997. During
the quarter, BOC Financial Corp. commenced its public stock offering. Stock
subscriptions received of approximately $8.4 million and other increases in
deposit accounts of $1.8 million were invested principally in federal funds
sold. Total retained earnings increased from $4.4 million at December 31, 1997
to $4.5 million at March 31, 1998. At March 31, 1998, the Bank's leverage, Tier
1 risk adjusted, and risk based capital ratios were 15.0%, 35.9% and 36.2%,
respectively. These capital ratios exceeded the required leverage, Tier 1 risk
adjusted, and risk based capital ratios of 5%, 4% and 8%, respectively.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998
AND 1997
Net income for the three months ended March 31, 1998 was $47,000 as compared
with net income of $46,000 for the three months ended March 31, 1997. An
increase of $13,000 in net interest income was offset by an increase of $12,000
in personnel costs. The increase in net interest income was generated through
investment of proceeds received from stock subscriptions. The increase in
personnel costs consists of normal compensation increases and a provision of
$8,000 for deferred compensation made during the current quarter.
LIQUIDITY AND CAPITAL RESOURCES
The objective of the Bank'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 Landis Savings'
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.
As a North Carolina-chartered mutual savings bank, Landis Savings must maintain
liquid assets equal to at least 10% of assets. The computation of liquidity
under North Carolina regulations allows the inclusion of mortgage-backed
securities and investments with readily marketable value, including investments
with maturities in excess of five years. Landis Savings' liquidity ratio at
March 31, 1998, as computed under North Carolina regulations, was approximately
44%. Management believes that it will have sufficient funds available to meet
its anticipated future loan commitments as well as other liquidity needs.
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As a North Carolina-chartered mutual savings bank, Landis Savings is subject to
the capital requirements of the Federal Deposit Insurance Corporation ("FDIC")
and the North Carolina Administrator of Savings Institutions ("N. C.
Administrator"). The FDIC requires state-chartered savings banks to have a
minimum leverage ratio of Tier I capital (principally consisting of common
shareholders' equity, noncumulative perpetual preferred stock, and a limited
amount of cumulative perpetual preferred stock, less certain intangible assets)
to total assets of at least 3%; provided, however, that all institutions, other
than those (i) receiving the highest rating during the examination process and
(ii) not anticipating or experiencing any significant growth, are required to
maintain a ratio of 1% or 2% above the state minimum. The FDIC also requires
Landis Savings to have a ratio of total capital to risk-weighted assets of at
least 8%, of which at least 4% must be comprised of Tier I capital. The N. C.
Administrator requires a net worth equal to at least 5% of total assets. At
March 31, 1998, Landis Savings exceeded the capital requirements of both the
FDIC and the N. C. Administrator.
THE YEAR 2000
At the turn of the century, computer-based information systems will be faced
with the problems potentially affecting hardware, software, networks, processing
platforms, as well as customer and vendor interdependencies. The Bank has
developed a plan for identifying, renovating, testing and implementing its
systems for Year 2000 processing and internal control requirements. Based upon
progress to date in carrying out that plan, management believes that the Bank
will be Year 2000 compliant on a timely basis. The cost for becoming Year 2000
compliant has not been determined; however, management believes it will not be
material to the Bank's financial statements.
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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 March 31, 1998.
<PAGE>
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: May 11, 1998 By: /S/ STEPHEN R. TALBERT
Stephen R. Talbert
Chief Executive Officer
Date: May 11, 1998 By: /S/ LISA B. ASHLEY
Lisa B. Ashley
Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 586
<INT-BEARING-DEPOSITS> 39
<FED-FUNDS-SOLD> 11,800
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 2,985
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 18,530
<ALLOWANCE> 30
<TOTAL-ASSETS> 34,851
<DEPOSITS> 30,222
<SHORT-TERM> 0
<LIABILITIES-OTHER> 159
<LONG-TERM> 0
0
0
<COMMON> 0
<OTHER-SE> 4,470
<TOTAL-LIABILITIES-AND-EQUITY> 34,851
<INTEREST-LOAN> 374
<INTEREST-INVEST> 112
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 486
<INTEREST-DEPOSIT> 284
<INTEREST-EXPENSE> 284
<INTEREST-INCOME-NET> 202
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 137
<INCOME-PRETAX> 68
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47
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<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.05
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<ALLOWANCE-OPEN> 30
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<ALLOWANCE-CLOSE> 30
<ALLOWANCE-DOMESTIC> 30
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</TABLE>
