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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 March 31, 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 May 5, 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
March 31, 2000 and December 31, 1999........................ 3
Consolidated Statements of Operations
Three Months Ended March 31, 2000 and 1999.................. 4
Consolidated Statements of Cash Flows
Three Months Ended March 31, 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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<TABLE>
<CAPTION>
BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Financial Condition
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March 31,
2000 December 31,
(Unaudited) 1999*
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(In Thousands)
<S> <C> <C>
ASSETS
Cash on hand and in banks $ 569 $ 569
Interest-bearing balances in other banks 212 2,556
Federal funds sold 611 1,268
Investment securities available for sale, at fair value 4,868 5,366
Loans receivable, net 23,610 21,100
Accrued interest receivable 103 75
Premises and equipment, net 967 969
Stock in the Federal Home Loan Bank, at cost 182 175
Other assets 242 232
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TOTAL ASSETS $ 31,364 $ 32,310
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 23,145 $ 22,147
Advance payments from borrowers for property taxes and insurance - 1,900
Dividends payable 32 37
Accrued expenses and other liabilities 139 182
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TOTAL LIABILITIES 23,316 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, $1 par value, 9,000,000 shares
authorized, 805,000 shares issued and outstanding 805 805
Additional paid-in capital 4,297 4,297
Unearned compensation (1,558) (1,584)
Accumulated other comprehensive income:
Unrealized holding gains (losses) (85) (69)
Retained earnings, substantially restricted 4,589 4,595
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TOTAL STOCKHOLDERS' EQUITY 8,048 8,044
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$ 31,364 $ 32,310
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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
March 31,
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2000 1999
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(In thousands, except share data)
<S> <C> <C>
INTEREST INCOME
Loans $ 453 $ 348
Investments 86 55
Deposits in other banks and federal funds sold 27 108
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TOTAL INTEREST INCOME 566 511
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INTEREST EXPENSE
Deposits 278 233
Borrowings 5 -
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TOTAL INTEREST EXPENSE 283 233
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NET INTEREST INCOME 283 278
PROVISION FOR LOAN LOSSES - -
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 283 278
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OTHER INCOME 8 4
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OTHER EXPENSES
Personnel costs 157 96
Occupancy 27 14
Data processing and outside service fees 13 14
Deposit insurance premiums 1 3
Other 45 46
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TOTAL OTHER EXPENSES 243 173
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INCOME BEFORE INCOME TAXES 48 109
PROVISION FOR INCOME TAXES 14 37
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NET INCOME $ 34 $ 72
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NET INCOME PER COMMON SHARE
Basic and diluted $ .05 $ .09
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WEIGHTED AVERAGE SHARES OUTSTANDING 737,947 809,115
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CASH DIVIDEND PER SHARE $ .05 $ -
============== ===============
</TABLE>
See accompanying notes.
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<TABLE>
<CAPTION>
BOC FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Unaudited)
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Three Months Ended
March 31,
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2000 1999
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(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 34 $ 72
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation 7 7
Amortization of unearned compensation 26 -
Deferred compensation 4 8
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable (28) 1
Increase in other assets (3) (34)
Decrease in accrued expenses and other liabilities (47) (4)
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NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (7) 50
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CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing balances in other banks 2,344 (90)
Net (increase) decrease in federal funds sold 657 (1,080)
Purchases of available for sale investment securities (250) (500)
Proceeds from maturities and sale of available for sale securities 725 1,250
Purchase of Federal Home Loan Bank Stock (7) -
Net (increase) decrease in loans (2,510) 449
Purchases of premises and equipment (5) (646)
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NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES 954 (617)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in demand accounts (752) (134)
Net increase in certificates of deposit 1,750 608
Repayment of borrowings (1,900) -
Net increase (decrease) in advance payments from borrowers
for taxes and insurance (5) 7
Cash dividends paid (40) -
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NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES (947) 481
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NET INCREASE (DECREASE) IN
CASH ON HAND AND IN BANKS - (86)
CASH ON HAND AND IN BANKS, BEGINNING 569 426
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CASH ON HAND AND IN BANKS, ENDING $ 569 $ 340
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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
month periods ended March 31, 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 month period ended March
31, 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 1999 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 March 31, 2000 and December 31, 1999
During the three months ended March 31, 2000, total assets decreased by
$946,000, from $32.3 million to $31.4 million. This decrease occurred
principally as a result of the repayment in mid-January of borrowings of $1.9
million that had been outstanding as of the beginning of the quarter. An
increase of $1.0 million in customer deposits, combined with a decrease in
liquid assets aggregating $3.5 million, were the primary sources of funding for
the repayment of borrowings and for an increase of $2.5 million in net loans
receivable, as loan demand was strong during the quarter.
Comparison of Results of Operations for the Three Months Ended March 31, 2000
and 1999
Net income for the three months ended March 31, 2000 was $34,000 or $.05 per
share as compared with net income of $72,000 or $.09 per share for the quarter
ended March 31, 1999, a decrease of $38,000 or $.04 per share. Net interest
income for the current quarter was $283,000, a decrease of $50,000 from the
corresponding amount for the quarter ended March 31, 1999. This decrease relates
principally to a reduction in interest earning assets that resulted from the
Company's stock repurchase activities after March 31, 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 effect of this overall decrease in interest-earning assets has been
largely offset by a shift in asset concentrations from lower-yielding liquid
investments to higher-yielding loans. Non-interest expenses increased from
$173,000 for the quarter ended March 31, 1999 to $243,000 for the quarter ended
March 31, 2000. Personnel costs have risen by $61,000, partially as a result of
costs of $18,000 recognized in connection with the Company's MRP. A larger
element of the increase in personnel costs, as well as the increase of $13,000
in occupancy costs, relates to the Company's loan origination office in Concord,
where overall operating costs continue to substantially exceed revenues.
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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 March 31, 2000, liquid assets comprise 20% 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, 2000, both the Company and the Bank substantially exceed all
applicable regulatory capital requirements.
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.
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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, 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: May 11, 2000 By: /s/ Stephen R. Talbert
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Stephen R. Talbert
Chief Executive Officer
Date: May 11, 2000 By: /s/ Lisa B. Ashley
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Lisa B. Ashley
Chief Financial Officer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 569
<INT-BEARING-DEPOSITS> 212
<FED-FUNDS-SOLD> 611
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,868
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 23,640
<ALLOWANCE> 30
<TOTAL-ASSETS> 31,364
<DEPOSITS> 23,145
<SHORT-TERM> 0
<LIABILITIES-OTHER> 171
<LONG-TERM> 0
0
0
<COMMON> 805
<OTHER-SE> 7,243
<TOTAL-LIABILITIES-AND-EQUITY> 31,364
<INTEREST-LOAN> 453
<INTEREST-INVEST> 86
<INTEREST-OTHER> 27
<INTEREST-TOTAL> 566
<INTEREST-DEPOSIT> 278
<INTEREST-EXPENSE> 283
<INTEREST-INCOME-NET> 283
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 243
<INCOME-PRETAX> 48
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 34
<EPS-BASIC> 0.05
<EPS-DILUTED> 0.05
<YIELD-ACTUAL> 3.86
<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>
