<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 June 30, 1999
[ ] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended_________________
Commission File Number 0-24245_________________
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
--- ---
As of August 6, 1999, 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
June 30, 1999 and December 31, 1998................................ 3
Consolidated Statements of Operations
Three Months and Six Months Ended June 30, 1999 and 1998........... 4
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1999 and 1998............................ 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 4. Submission of Matters to a Vote of Securities Holders.... 9
Item 6. Exhibits and Reports on Form 8-K......................... 9
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Part I. Financial Information
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Item 1 - Financial Statements
<TABLE>
<CAPTION>
BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Financial Condition
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June 30, 1999 December 31,
(Unaudited) 1998*
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(In Thousands)
<S> <C> <C>
ASSETS
Cash on hand and in banks $ 357 $ 426
Interest-bearing balances in other banks 7,620 7,425
Federal funds sold 1,685 1,285
Investment securities available for sale, at fair value 4,420 3,740
Loans receivable, net 17,901 18,133
Accrued interest receivable 40 54
Premises and equipment, net 921 268
Stock in the Federal Home Loan Bank, at cost 175 187
Other assets 176 67
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TOTAL ASSETS $ 33,295 $ 31,585
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 21,822 $ 19,382
Advance payments from borrowers for property taxes and insurance 41 7
Accrued expenses and other liabilities 142 219
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TOTAL LIABILITIES 22,005 19,608
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STOCKHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000 shares
authorized, no shares issued and outstanding - -
Common stock, $1 par value, 9,000,000 shares
authorized, 805,000 and 879,741 shares,
respectively, issued and outstanding 805 880
Additional paid-in capital 6,854 7,490
ESOP note receivable (1,003) (1,019)
Accumulated other comprehensive income:
Unrealized holding gains (losses) (36) 9
Retained earnings, substantially restricted 4,670 4,617
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TOTAL STOCKHOLDERS' EQUITY 11,290 11,977
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$ 33,295 $ 31,585
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</TABLE>
*Derived from audited financial statements.
See accompanying notes.
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<TABLE>
<CAPTION>
BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations (Unaudited)
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Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
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(In Thousands)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 354 $ 370 $ 702 $ 744
Investments 48 50 103 93
Deposits in other banks and
federal funds sold 121 127 229 196
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TOTAL INTEREST INCOME 523 547 1,034 1,033
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INTEREST EXPENSE
Deposits 249 250 482 534
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NET INTEREST INCOME 274 297 552 499
PROVISION FOR LOAN LOSSES - - - -
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 274 297 552 499
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OTHER INCOME 4 - 8 3
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OTHER EXPENSES
Personnel costs 107 82 203 174
Occupancy 23 13 37 25
Data processing and outside service fees 11 5 25 18
Deposit insurance premiums 3 3 6 6
Other 76 56 122 73
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TOTAL OTHER EXPENSES 220 159 393 296
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INCOME BEFORE INCOME TAXES 58 138 167 206
PROVISION FOR INCOME TAXES 19 53 56 74
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NET INCOME $ 39 $ 85 $ 111 $ 132
============ ============= ============= ==============
</TABLE>
See Note B for Net Income Per Share Information.
See accompanying notes.
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<TABLE>
<CAPTION>
BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Unaudited)
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Six Months Ended
June 30,
-------------------------------
1999 1998
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(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 111 $ 132
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 7 15
Gain on sale of assets, net - (2)
Release of ESOP shares 16 -
Deferred compensation 17 17
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable 14 (9)
Increase in other assets (84) (24)
Decrease in accrued expenses and other liabilities (94) (6)
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NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES (13) 123
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CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in interest-bearing balances in other banks (195) (7)
Net increase in federal funds sold (400) (7,100)
Purchases of available for sale investment securities (3,000) (2,225)
Proceeds from maturities and sale of available for sale securities 2,250 1,651
Redemption of Federal Home Loan Bank Stock 12 -
Proceeds from sales of loans - 11
Net decrease in loans 232 879
Purchases of premises and equipment (660) (4)
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NET CASH USED
BY INVESTING ACTIVITIES (1,761) (6,795)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand accounts 433 119
Net increase (decrease) in certificates of deposit 2,007 (1,542)
Net increase in advance payments from borrowers
for taxes and insurance 34 -
Cash dividends paid (40) -
Repurchase of common shares (729) -
Stock conversion proceeds, net of costs incurred - 8,973
Loan to ESOP for purchase of common stock - (1,043)
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NET CASH PROVIDED
BY FINANCING ACTIVITIES 1,705 6,507
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NET DECREASE IN CASH
ON HAND AND IN BANKS (69) (165)
CASH ON HAND AND IN BANKS, BEGINNING 426 336
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CASH ON HAND AND IN BANKS, ENDING $ 357 $ 171
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</TABLE>
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
six month periods ended June 30, 1999 and 1998, 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 six month periods
ended June 30, 1999 are not necessarily indicative of the results that may be
expected for the fiscal year ending December 31, 1999.
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 - NET INCOME PER SHARE
Basic net income per share for the three and six months ended June 30, 1999 was
$.05 and $.14, respectively, based upon the weighted average number of common
shares of 787,566 and 798,700, respectively, outstanding during the periods.
Unreleased shares held by the ESOP are not considered to be outstanding in
determining weighted average shares outstanding. There were no dilutive common
equivalent shares outstanding during the period. The Company completed its
mutual to stock conversion on April 28, 1998. Basic net income per share from
that date through June 30, 1998 was $.07 per share and was computed based on
consolidated net income during that period divided by the weighted average
number of common shares outstanding during that period.
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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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Comparison of Financial Condition at June 30, 1999 and December 31, 1998
During the six months ended June 30, 1999, total assets increased by $1.7
million or 5.4%, from $31.6 million to $33.3 million. This growth was generated
principally by an increase in customer deposit accounts of $2.4 million or
12.6%, from $19.4 million to $21.8 million. During the period, loans receivable
decreased from $18.1 million to $17.9 million, a reduction of $232,000 or 1.3%,
while total interest-earning liquid assets increased by $1.3 million. In
addition, the Bank also acquired during the period, at a cost of $640,000, land
for future construction of a full service branch office. This land is located on
Speedway Boulevard in Concord, Cabarrus County, North Carolina.
Comparison of Results of Operations for the Three Months Ended June 30, 1999 and
1998
Net income for the three months ended June 30, 1999 was $39,000 or $.05 per
share as compared with net income of $85,000 for the quarter ended June 30,
1998, a decrease of $46,000. Net interest income for the current quarter was
$274,000, a decrease of $23,000 from the corresponding amount for the quarter
ended June 30, 1998. This decrease relates principally to a reduction in
interest earning assets that resulted from the Company's stock repurchase
activities subsequent to June 30, 1998 and to the acquisition of real property
for a future branch addition. Non-interest expenses increased from $159,000 for
the quarter ended June 30, 1998 to $220,000 for the quarter ended June 30, 1999.
Personnel costs have risen as a result of the Company's ESOP, the addition of an
additional loan officer for the Company's new loan origination office and the
deferred directors' compensation plan. Occupancy costs have increased primarily
because of the new loan origination office, and other expenses have increased
principally as a result of the higher costs of operating as a publicly owned
entity and the costs of operating the new loan origination office.
Comparison of Results of Operations for the Six Months Ended June 30, 1999 and
1998
Net income for the six months ended June 30, 1999 was $111,000 or $.14 per share
as compared with net income of $132,000 for the six months ended June 30, 1998,
a decrease of $21,000. Net interest income for the current period was $552,000,
an increase of $53,000 from the corresponding amount for the six months ended
June 30, 1998. This increase relates principally to the infusion of capital and
liquidity the Company received upon the completion of its stock offering on
April 28, 1998. Non-interest expenses increased from $296,000 for the six months
ended June 30, 1998 to $393,000 for the six months ended June 30, 1999.
Personnel costs have risen as a result of the Company's ESOP, the addition of an
additional loan officer for the Company's new loan origination office and the
deferred directors' compensation plan. Occupancy costs have increased primarily
because of the new loan origination office, and other expenses have increased
principally as a result of the higher costs of operating as a publicly owned
entity and the costs of operating the new loan origination office.
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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 June 30, 1999, liquid assets comprise 42% 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 March 31, 1999, both the Company and the Bank substantially exceed all
applicable regulatory capital requirements.
The Year 2000
All levels of the Company's management and its Board of Directors are aware of
the issues created by the Year 2000 century change and the serious effects it
may have on the Bank and its customers. In May 1997, the Federal Financial
Institutions Examination Council ("FFIEC") issued an Interagency Statement,
"Year 2000 Project Management Awareness," to emphasize the critical issues that
need to be addressed to implement an effective Year 2000 project management
plan. The FFIEC Statement identifies five phases of the Year 2000 project
management process. The Company has formed a Year 2000 project team, consisting
of senior officers within the Bank's operations, information systems, financial
and management areas, to ensure that the Bank will be Year 2000 compliant.
Although the Company relies entirely upon outside vendors and service providers
for its computer hardware and software and its security and communications
equipment, all date sensitive systems are being evaluated for Year 2000
compliance. During 1998, the Company completed upgrading and testing of systems
that have been identified as critical to conducting its banking business.
Testing of systems with lower priorities is presently ongoing. The Company is
also developing contingency plans for its computer processes, including the use
of alternative systems and the manual processing of certain critical operations.
In addition, the Company is undertaking efforts to ensure that significant
vendor and customer relationships are or will be Year 2000 compliant. There can
be no guarantee that the systems of other entities on which the Company either
or indirectly relies will be timely converted, or that a failure to convert by
another entity, or a conversion that is incompatible with the Company's systems,
would not have a material adverse effect on the Company in future periods.
However, the Company's management believes that all of its systems will be
verified Year 2000 compliant. The Company estimates that it will incur Year 2000
compliance costs of approximately $12,000, of which approximately $2,000 will be
capitalized and $10,000 have or will be charged to operations. In addition to
the estimated costs of its Year 2000 compliance, the Company routinely makes
annual investment in technology in its efforts to improve customer service and
to efficiently manage its product and service delivery systems.
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Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on May 4, 1999. Of 879,741 shares
entitled to vote at the meeting, 553,448 voted. The following matters were voted
on at the meeting:
1. Election of Six Directors
Thomas P. Corriher, John A. Drye, Henry H. Land, Susan Linn Norvell,
Lynne Scott Safrit and Stephen R. Talbert were elected to serve one year
terms as directors with at least 492,848 shares or 89% of the shares
voted in favor.
2. Approval of the BOC Financial Corp. 1999 Incentive Stock Option Plan.
Approved with 352,848 or 64% of the shares voted.
3. Approval of the BOC Financial Corp. 1999 Nonstatutory Stock Option
Plan. Approved with 339,948 or 61% of the shares voted.
4. Approval of the BOC Financial Corp. 1999 Management Recognition Plan.
Approved with 361,323 or 65% of the shares voted.
5. Ratification of Dixon Odom PLLC as independent public accountants
for 1999. Ratified with 525,713 or 95% of the shares voted.
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
June 30, 1999.
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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: August 9, 1999 By: /s/ Stephen R. Talbert
-------------------------------------
Stephen R. Talbert
Chief Executive Officer
Date: August 9, 1999 By: /s/ Lisa B. Ashley
-------------------------------------
Lisa B. Ashley
Chief Financial Officer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 357
<INT-BEARING-DEPOSITS> 7,620
<FED-FUNDS-SOLD> 1,685
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,420
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 17,931
<ALLOWANCE> 30
<TOTAL-ASSETS> 33,295
<DEPOSITS> 21,822
<SHORT-TERM> 0
<LIABILITIES-OTHER> 183
<LONG-TERM> 0
0
0
<COMMON> 805
<OTHER-SE> 10,485
<TOTAL-LIABILITIES-AND-EQUITY> 33,295
<INTEREST-LOAN> 702
<INTEREST-INVEST> 103
<INTEREST-OTHER> 229
<INTEREST-TOTAL> 1,034
<INTEREST-DEPOSIT> 482
<INTEREST-EXPENSE> 482
<INTEREST-INCOME-NET> 552
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 393
<INCOME-PRETAX> 167
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 111
<EPS-BASIC> .14
<EPS-DILUTED> .14
<YIELD-ACTUAL> 3.55
<LOANS-NON> 0
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 30
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 30
<ALLOWANCE-DOMESTIC> 30
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
