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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, 2000
[_] 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 August 7, 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
June 30, 2000 and December 31, 1999...............................3
Consolidated Statements of Operations
Three Months and Six Months Ended June 30, 2000 and 1999..........4
Consolidated Statements of Cash Flows
Six Months Ended June 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 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
Item 1 - Financial Statements
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BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Financial Condition
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<TABLE>
<CAPTION>
June 30, 2000 December 31,
(Unaudited) 1999*
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(In Thousands)
ASSETS
<S> <C> <C>
Cash on hand and in banks $ 1,013 $ 569
Interest-bearing balances in other banks 211 2,556
Federal funds sold 1,382 1,268
Investment securities available for sale, at fair value 4,435 5,366
Loans receivable, net 24,524 21,100
Accrued interest receivable 99 75
Premises and equipment, net 981 969
Stock in the Federal Home Loan Bank, at cost 182 175
Other assets 197 232
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TOTAL ASSETS $ 33,024 $ 32,310
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 23,736 $ 22,147
Borrowings 1,000 1,900
Advance payments from borrowers for property taxes and insurance 42 37
Accrued expenses and other liabilities 161 182
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TOTAL LIABILITIES 24,939 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, $1 par value, 9,000,000 shares
authorized, 805,000 shares issued and outstanding 805 805
Additional paid-in capital 4,297 4,297
Unearned compensation (1,532) (1,584)
Accumulated other comprehensive income:
Unrealized holding gains (losses) (73) (69)
Retained earnings, substantially restricted 4,588 4,595
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TOTAL STOCKHOLDERS' EQUITY 8,085 8,044
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$ 33,024 $ 32,310
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</TABLE>
*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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<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
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(In Thousands, except per share data)
INTEREST INCOME
<S> <C> <C> <C> <C>
Loans $ 503 $ 354 $ 956 $ 702
Investments 84 48 170 103
Deposits in other banks and
federal funds sold 14 121 41 229
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TOTAL INTEREST INCOME 601 523 1,167 1,034
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INTEREST EXPENSE
Deposits 292 249 570 482
Borrowings 14 - 19 -
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TOTAL INTEREST EXPENSE 306 249 589 482
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NET INTEREST INCOME 295 274 578 552
PROVISION FOR LOAN LOSSES 3 - 3 -
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 292 274 575 552
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OTHER INCOME (LOSS) (3) 4 5 8
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OTHER EXPENSES
Personnel costs 139 107 296 203
Occupancy 24 23 51 37
Data processing and outside service fees 14 11 27 25
Deposit insurance premiums 1 3 2 6
Other 59 76 104 122
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TOTAL OTHER EXPENSES 237 220 480 393
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INCOME BEFORE INCOME TAXES 52 58 100 167
PROVISION FOR INCOME TAXES 16 19 30 56
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NET INCOME $ 36 $ 39 $ 70 $ 111
========= ========= ========= =========
NET INCOME PER COMMON SHARE
Basic and diluted $ 0.05 $ 0.05 $ 0.10 $ 0.14
========= ========= ========= =========
WEIGHTED AVERAGE SHARES
OUTSTANDING 738,812 787,566 738,380 798,700
========= ========= ========= =========
CASH DIVIDEND PER SHARE $ 0.05 $ 0.05 $ 0.10 $ 0.05
========= ========= ========= =========
</TABLE>
See accompanying notes.
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BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Unaudited)
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<TABLE>
<CAPTION>
Six Months Ended
June 30,
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2000 1999
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(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 70 $ 111
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation 14 7
Loss on sale of assets, net 13 -
Provision for loan losses 3 -
Amortization of unearned compensation 52 16
Deferred compensation 8 17
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable (24) 14
(Increase) decrease in other assets 37 (84)
Decrease in accrued expenses and other liabilities (29) (94)
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NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES 144 (13)
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CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing balances in other banks 2,345 (195)
Net increase in federal funds sold (114) (400)
Purchases of available for sale investment securities (550) (3,000)
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) decrease in loans (3,427) 232
Purchases of premises and equipment (26) (660)
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NET CASH USED BY
INVESTING ACTIVITIES (317) (1,761)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand accounts (2,879) 433
Net increase in certificates of deposit 4,468 2,007
Net decrease in borrowings (900) -
Net increase in advance payments from borrowers
for taxes and insurance 5 34
Cash dividends paid (77) (40)
Repurchase of common shares - (729)
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NET CASH PROVIDED
BY FINANCING ACTIVITIES 617 1,705
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NET INCREASE (DECREASE) IN
CASH ON HAND AND IN BANKS 444 (69)
CASH ON HAND AND IN BANKS, BEGINNING 569 426
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CASH ON HAND AND IN BANKS, ENDING $ 1,013 $ 357
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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, 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 six month periods
ended June 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 June 30, 2000 and December 31, 1999
During the six months ended June 30, 2000, total assets increased by $714,000,
from $32.3 million to $33.0 million. This increase occurred principally as a
result of an increase of $1.6 million in customer deposits. This deposit
increase, combined with decreases of $1.8 million and $931,000, respectively, in
liquid assets and investment securities available for sale were the primary
sources of funding for the repayment of $900,000 of borrowings and for an
increase of $3.4 million in net loans receivable, as loan demand was strong
during the six months.
Comparison of Results of Operations for the Three Months Ended June 30, 2000 and
1999
Net income for the three months ended June 30, 2000 was $36,000 or $.05 per
share as compared with net income of $39,000, also $.05 per share, for the
quarter ended June 30, 1999, a decrease of $3,000. Net interest income for the
current quarter was $295,000, an increase of $21,000 from the corresponding
amount for the quarter ended June 30, 1999. This increase in net interest income
occurred because higher yields on interest-earning assets more than offset a
reduction of nearly $3.6 million in the average balance of net interest-earning
assets outstanding during the current quarter as compared with the quarter ended
June 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 after June 30, 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 $220,000 for the quarter ended June 30, 1999 to $237,000
for the quarter ended June 30, 2000. Personnel costs increased by $32,000,
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. The increase in personnel costs was partially offset by a decrease of
$17,000 in other expenses.
Comparison of Results of Operations for the Six Months Ended June 30, 2000 and
1999
Net income for the six months ended June 30, 2000 was $70,000 or $.10 per share
as compared with net income of $111,000 or $.14 per share for the six months
ended June 30, 1999, a decrease of $41,000 or $.04 per share. Net interest
income for the current six months
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period was $578,000, an increase of $26,000 from the corresponding amount for
the six months ended June 30, 1999. This increase in net interest income
occurred because higher yields on interest-earning assets more than offset a
reduction of nearly $4.7 million in the average balance of net interest-earning
assets outstanding during the current six months as compared with the six months
ended June 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 after June 30, 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 $393,000 for the six months ended June 30, 1999 to
$480,000 for the six months ended June 30, 2000. Personnel costs increased by
$93,000, partially as a result of costs of $36,000 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 $18,000 in other expenses.
The Year 2000
Consistent with information reported in the 1999 Annual Report to Shareholders,
the Bank's business has continued without adverse impact from the Year 2000 date
change. The Bank is continuing to monitor this situation, both internally and
externally, to assure that no significant problems develop.
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, 2000, liquid assets comprise 21% 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 June 30, 2000, both the Company and the Bank substantially exceed all
applicable regulatory capital requirements.
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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 9, 2000 Of 805,000 shares
entitled to vote at the meeting, 633,788 voted. The following matters were voted
on at the meeting:
1. Election of five Directors
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 601,138 shares or 94.8% of the shares voted in
favor.
2. Ratification of Dixon Odom PLLC as independent public accountants for 2000.
Ratified with 589,288 or 93.0% 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, 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: August 8, 2000 By: /s/ Stephen R. Talbert
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Stephen R. Talbert
Chief Executive Officer
Date: August 8, 2000 By: /s/ Lisa B. Ashley
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Lisa B. Ashley
Chief Financial Officer
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