<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
----------------- -------------------
Commission File number 0-25033
The Banc Corporation
--------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 63-1201350
--------------------------------------------- ---------------------------------
(State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.)
</TABLE>
17 North 20th Street, Birmingham, Alabama 35203
-----------------------------------------------
(Address of Principal Executive Offices)
(205) 326-2265
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of September 30, 2000
----------------------------- ---------------------------------------
Common stock, $.001 par value 14,385,021
<PAGE> 2
PART I. FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS.
THE BANC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
------------- ------------
(UNAUDITED) (NOTE 1)
<S> <C> <C>
ASSETS
Cash and due from banks $ 34,589 $ 31,825
Interest bearing deposits in other banks 1,232 1,862
Federal funds sold 20 5,843
Short-term commercial paper 10,974 14,484
Investment securities available for sale 73,092 65,439
Investment securities held-to-maturity 4,931 5,477
Mortgage loans held for sale 3,536 2,127
Loans, net of unearned income 751,315 632,777
Less: Allowance for loan losses (8,879) (8,065)
--------- ---------
Net loans 742,436 624,712
--------- ---------
Premises and equipment, net 43,095 37,734
Accrued interest receivable 8,308 6,286
Stock in FHLB and Federal Reserve Bank 5,361 3,461
Other assets 27,967 28,177
--------- ---------
TOTAL ASSETS $ 955,541 $ 827,427
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 92,146 $ 83,733
Interest-bearing 691,554 598,784
--------- ---------
TOTAL DEPOSITS 783,700 682,517
Advances from FHLB 77,640 62,500
Other borrowed funds 138 295
Note payable -- 7,104
Accrued expenses and other liabilities 6,081 6,163
--------- ---------
TOTAL LIABILITIES 867,559 758,579
Guaranteed preferred beneficial interest in the Corporation's
subordinated debentures 15,000 --
Stockholders' Equity
Preferred stock, par value $.001 per share; authorized 5,000,000 shares;
shares issued -0- -- --
Common stock, par value $.001 per share; authorized 25,000,000 shares;
14,385,021 shares issued and outstanding 14 14
Surplus 47,756 47,756
Retained Earnings 26,745 23,283
Accumulated other comprehensive loss (1,533) (2,205)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 72,982 68,848
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 955,541 $ 827,427
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE> 3
THE BANC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- ----------------------
2000 1999 2000 1999
-------- ------- ------- --------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $ 17,672 $12,918 $49,319 $34,663
Interest on investment securities
Taxable 1,259 1,105 3,161 3,056
Exempt from Federal income tax 184 233 559 720
Interest on federal funds sold 255 181 627 568
Interest and dividends on other investments 145 143 415 339
-------- ------- ------- -------
Total interest income 19,515 14,580 54,081 39,346
INTEREST EXPENSE
Interest on deposits 9,512 6,227 24,803 16,978
Interest on advances from FHLB and other borrowed funds 1,323 703 3,536 1,639
-------- ------- ------- -------
Total interest expense 10,835 6,930 28,339 18,617
-------- ------- ------- -------
NET INTEREST INCOME 8,680 7,650 25,742 20,729
Provision for loan losses 1,869 1,445 3,466 1,987
-------- ------- ------- -------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 6,811 6,205 22,276 18,742
Noninterest income 2,160 1,746 5,687 4,420
Gain on sale of securities 76 6 73 65
-------- ------- ------- -------
TOTAL NONINTEREST INCOME 2,236 1,752 5,760 4,485
NONINTEREST EXPENSES
Salaries and employee benefits 3,944 3,463 11,771 9,846
Occupancy, furniture and equipment expense 1,486 1,271 4,377 3,679
Merger related expenses -- 52 -- 743
Other operating expenses 2,287 2,064 7,695 6,056
-------- ------- ------- -------
TOTAL NONINTEREST EXPENSES 7,717 6,850 23,843 20,324
-------- ------- ------- -------
Income before income taxes 1,330 1,107 4,193 2,903
INCOME TAX (BENEFIT) EXPENSE (37) 352 730 757
-------- ------- ------- -------
NET INCOME $ 1,367 $ 755 $ 3,463 $ 2,146
======== ======= ======= =======
BASIC AND DILUTED NET INCOME PER SHARE $ 0.10 $ 0.05 $ 0.24 $ 0.15
======== ======= ======= =======
AVERAGE COMMON SHARES OUTSTANDING 14,385 14,385 14,385 14,318
AVERAGE COMMON SHARES OUTSTANDING, ASSUMING DILUTION 14,391 14,399 14,388 14,351
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE> 4
THE BANC CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------------------
2000 1999
---------- ---------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 5,290 $ 7,004
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net decrease(increase) in interest bearing deposits in other banks 630 (3,624)
Net decrease in federal funds sold 5,823 24,808
Net decrease in short-term investments 3,682 --
Proceeds from sales of securities available for sale 135 15,401
Proceeds from maturities of investment securities available for sale 9,061 17,740
Purchases of investment securities available for sale (15,657) (12,335)
Proceeds from maturities of investment securities held to maturity 544 1,124
Net increase in loans (120,889) (146,221)
Net cash received in business combination -- 981
Proceeds from sales of subsidiary's net assets -- 3,392
Purchases of premises and equipment (8,017) (5,165)
Other investing activities (1,900) (9,075)
--------- ---------
Net cash used by investing activities (126,588) (112,974)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposit accounts 101,183 64,757
Net increase in FHLB advance and other borrowings 14,983 30,739
Net (decrease)increase in note payable (7,104) 9,754
Proceeds from trust preferred securities 15,000 --
Proceeds from issuance of common stock -- 2,170
--------- ---------
Net cash provided by financing activities 124,062 107,420
--------- ---------
Net increase in cash and due from banks 2,764 1,450
Cash and due from banks at beginning of period 31,825 31,307
--------- ---------
CASH AND DUE FROM BANKS AT END OF PERIOD $ 34,589 $ 32,757
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
<PAGE> 5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions for Form 10-Q and, therefore, do
not include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows in conformity with
generally accepted accounting principles. For a summary of significant
accounting policies that have been consistently followed, see Note 1 to the
Consolidated Financial Statements included in Form 10-K for the year ended
December 31, 1999. It is management's opinion that all adjustments, consisting
of only normal and recurring items necessary for a fair presentation, have been
included. Operating results for the three and nine-month periods ended September
30, 2000 are not necessarily indicative of the results that may be expected for
the year ending December 31, 2000.
The statement of financial condition at December 31, 1999, has been derived from
the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
Prior period financial information has been restated for business combinations
with C&L Banking Corporation ("C&L") and C&L Bank of Blountstown
("Blountstown"), which were consummated in the second quarter of 1999. These
business combinations were accounted for as poolings of interests. Additionally,
Blountstown was immediately merged into C&L's subsidiary, C&L Bank of Bristol.
NOTE 2 - BUSINESS COMBINATIONS
On June 30, 1999, the Corporation issued 1,289,454 shares of common stock in
exchange for all of the outstanding common stock of C&L, headquartered in
Bristol, Florida. This transaction, accounted for as a pooling of interests,
added approximately $49 million in assets.
On June 30, 1999, the Corporation issued 838,902 shares of common stock in
exchange for all of the outstanding common stock of Blountstown, headquartered
in Blountstown, Florida. This transaction, accounted for as a pooling of
interests, added approximately $56 million in assets. As explained above, the
Corporation has restated prior period financial information for the C&L and
Blountstown transactions.
<PAGE> 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 2 - BUSINESS COMBINATIONS - CONTINUED
The following table presents financial information, contributed by the
pooled companies during 1999 prior to the consummation of the mergers
(in thousands):
<TABLE>
<CAPTION>
Net Interest
Income Net Income
------------ ----------
<S> <C> <C>
C&L $1,162 $319
Blountstown 989 166
</TABLE>
On July 13, 1999, the Corporation acquired BankersTrust of Alabama, Inc.
("BankersTrust") in a business combination accounted for as a purchase.
BankersTrust was a one-bank holding company operating in north Alabama. The
total cost of the acquisition was $1,624,000, which exceeded the fair value of
the net assets of BankersTrust by $5,125,000. The excess is being amortized on a
straight-line basis over 15 years. The Corporation's condensed consolidated
financial statements include the results of operations of BankersTrust only for
the nine months ended September 30, 2000 and the period from its date of
acquisition, July 13, 1999, to September 30, 1999. The following unaudited
summary information presents the consolidated results of operations of the
Corporation on a pro forma basis, as if BankersTrust had been acquired on
January 1, 1999. The pro forma summary does not necessarily reflect the results
of operations that would have occurred if the acquisition had occurred as of the
beginning of the period presented, nor does it necessarily reflect the results
of operations that may occur in the future (in thousands, except per share
data).
<PAGE> 7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 2 - BUSINESS COMBINATIONS - CONTINUED
<TABLE>
<CAPTION>
For the Nine Months
Ended
September 30, 1999
-------------------
<S> <C>
Interest income $ 40,906
Interest expense 19,516
--------
Net interest income 21,390
Provision for loan losses 4,984
Noninterest income 4,670
Noninterest expense 22,318
--------
Loss before income taxes (1,242)
Income tax expense 678
--------
Net loss $ (1,920)
========
Basic and diluted net loss per share $ (0.13)
========
</TABLE>
NOTE 3 - SEGMENT REPORTING
The Corporation has two reportable segments, the Alabama Region and the Florida
Region. The Alabama Region consists of operations located throughout the state
of Alabama. The Florida Region consists of operations located in the panhandle
of Florida. The Corporation's reportable segments are treated as separate
business units because they are located in different geographic areas. Both
segments derive revenues from the delivery of financial services. These services
include commercial loans, mortgage loans, consumer loans, deposit accounts and
other financial services.
The Corporation evaluates performance and allocates resources based on profit or
loss from operations. There are no material intersegment sales or transfers. Net
interest income is used as the basis for performance evaluation rather than its
components, total interest income and total interest expense. The accounting
policies used by each reportable segment are the same as those discussed in Note
1 to the Consolidated Financial Statements included in the Form 10-K for the
year ended December 31, 1999. All costs have been allocated to the reportable
segments; therefore, combined amounts agree with the consolidated totals.
<PAGE> 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 3 - SEGMENT REPORTING - CONTINUED
<TABLE>
<CAPTION>
Alabama Florida
Region Region Combined
-------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Three months ended September 30, 2000
Net interest income $ 5,470 $ 3,210 $ 8,680
Provision for loan losses 1,181 688 1,869
Noninterest income 1,862 374 2,236
Noninterest expense 5,936 1,781 7,717
Income tax (benefit) expense (370) 333 (37)
Net income 585 782 1,367
Total assets 703,051 252,490 955,541
Three months ended September 30, 1999
Net interest income $ 5,151 $ 2,499 $ 7,650
Provision for loan losses (reduction of allowance) 2,244 (799) 1,445
Noninterest income 1,387 365 1,752
Noninterest expense 5,160 1,690 6,850
Income tax (benefit) expense (465) 817 352
Net (loss) income (401) 1,156 755
Total assets 558,585 216,820 775,405
Nine months ended September 30, 2000
Net interest income $ 16,733 $ 9,009 $ 25,742
Provision for loan losses 2,235 1,231 3,466
Noninterest income 4,588 1,172 5,760
Noninterest expense 18,470 5,373 23,843
Income tax (benefit) expense (508) 1,238 730
Net income 1,124 2,339 3,463
Nine months ended September 30, 1999
Net interest income $ 13,964 $ 6,765 $ 20,729
Provision for loan losses (reduction of allowance) 2,551 (564) 1,987
Noninterest income 3,293 1,192 4,485
Noninterest expense 15,066 5,258 20,324
Income tax (benefit) expense (540) 1,297 757
Net income 180 1,966 2,146
</TABLE>
<PAGE> 9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 4 - NET INCOME PER SHARE
The following table sets forth the computation of basic and diluted net income
per common share (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------------------------
2000 1999 2000 1999
-------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
For basic and diluted, net income $ 1,367 $ 755 $ 3,463 $ 2,146
=================================================
Denominator:
For basic, weighted average common shares
outstanding 14,385 14,385 14,385 14,318
Effect of dilutive stock options 6 14 3 33
-------------------------------------------------
Average diluted common shares outstanding 14,391 14,399 14,388 14,351
=================================================
Basic and diluted net income per share $ .10 $ .05 $ .24 $ .15
=================================================
</TABLE>
NOTE 5 - COMPREHENSIVE INCOME
Total comprehensive income was $1,946,000 and $4,135,000 for the three and
nine-month periods ended September 30, 2000, and $930,000 and $ 949,000 for the
three and nine-month periods ended September 30, 1999. Total comprehensive
income consists of net income and the unrealized gain or loss on the
Corporation's available for sale securities portfolio arising during the period.
NOTE 6 - INCOME TAXES
The primary difference between the effective tax rate and the federal statutory
rate in 2000 and 1999 is the recognition of rehabilitation tax credits generated
from the restoration of the Corporation's headquarters, the John A. Hand
Building, a registered historic landmark of downtown Birmingham, Alabama.
NOTE 7 - GUARANTEED PREFERRED BENEFICIAL INTEREST IN THE CORPORATION'S
SUBORDINATED DEBENTURES
On September 7, 2000, TBC Capital Statutory Trust II ("TBC Capital"), a
Connecticut statutory trust wholly-owned by the Corporation, received
$15,000,000 in proceeds in exchange for $15,000,000 principal amount of TBC
Capital's 10.6% cumulative trust preferred securities in a pooled trust
preferred private placement. The proceeds were used to purchase an equal
principal amount of 10.6% subordinated debentures of the Corporation. The
Corporation has fully and unconditionally guaranteed all obligations of TBC
Capital on a subordinated basis with respect to the preferred securities.
Subject to certain limitations, the preferred securities qualify as Tier 1
capital and are presented in the Consolidated Statement of Financial Condition
as "Guaranteed preferred beneficial interests in the Corporation's subordinated
debentures." The sole asset of TBC Capital is the subordinated debentures issued
by the Corporation. Both the preferred securities of TBC Capital and the
subordinated debentures of the Corporation each have 30-year lives. However,
both the Corporation and TBC Capital have a call option, subject to regulatory
approval, after ten years, or earlier upon certain changes in tax or investment
company laws, or regulatory capital requirements.
<PAGE> 10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
NOTE 7 - GUARANTEED PREFERRED BENEFICIAL INTEREST IN THE CORPORATION'S
SUBORDINATED DEBENTURES - CONTINUED
A portion of the proceeds from the offering were used to repay approximately
$10,400,000 of borrowings under the Corporation's line of credit with the
balance of the proceeds to be used for general corporate purposes including
additional capital investment in the Corporation's bank subsidiary.
NOTE 8 - STOCKHOLDERS' EQUITY
During 1999, the Corporation received approximately $2,170,000 in proceeds,
before costs, from the issuance of common stock, of which $636,000 was received
from 134,000 shares issued upon the exercise of stock options. The remaining
proceeds were received from the sale of 150,000 shares of common stock issued to
satisfy the exercise of the underwriter's overallotment option in connection
with the Corporation's underwritten public offering, which closed on January 10,
1999.
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Banc Corporation is a financial holding company. The Corporation is
incorporated under the laws of Delaware and headquartered in Birmingham,
Alabama. Through its banking subsidiary, The Bank, the Corporation offers a
broad range of services in 29 locations throughout Alabama and the Florida
panhandle.
Financial Condition
The Corporation had total assets of $955.5 million at September 30, 2000, an
increase of $128.1 million, or 15.5% from $827.4 million at December 31, 1999.
The increase in total assets was almost exclusively due to the growth of the
loan portfolio, which was funded by an increase in deposits and borrowings from
the Federal Home Loan Bank ("FHLB"). The Corporation believes that FHLB
borrowings are a reliable and relatively inexpensive source of funding when
compared to market deposit rates in the Birmingham, Alabama market and other
markets in which the Corporation conducts its business.
Short-term liquid assets (cash and due from banks, interest-bearing deposits,
short-term commercial paper and federal funds sold) decreased $7.2 million, or
13.3% to $46.8 million at September 30, 2000 from $54.0 million at December 31,
1999. This decrease resulted primarily from the maturity of federal funds sold
and short-term commercial paper. At September 30, 2000, short-term liquid assets
comprised 4.9% of total assets compared to 6.5% at December 31, 1999.
Total investment securities increased $7.1 million, or 10.0% to $78.0 million at
September 30, 2000 from $70.9 million at December 31, 1999. Mortgage-backed
securities, which comprised 50.3% of the total investment portfolio at September
30, 2000, decreased $2.9 million, or 6.9% to $39.2 million from $42.1 million at
December 31, 1999. Investments in U.S. Treasury and agency securities, which
comprised 48.5% of the total investment portfolio at September 30, 2000,
increased $27.8 million, or 252.7% to $37.8 million from $11.0 million at
December 31, 1999. The total investment portfolio at September 30, 2000
comprised 9.2% of all interest-earning assets compared to 8.6% at December 31,
1999 and produced an average yield of 6.2% for the nine months ended September
30, 2000 compared to 5.9% for the nine months ended September 30, 1999.
Loans, net of unearned income, totaled $751.3 million at September 30, 2000, an
increase of 18.7%, or $118.5 million from $632.8 million at December 31, 1999
with average loans totaling $688.9 million for the nine months ended September
30, 2000. Of the $118.5 million increase in loans, 70.7%, or $83.8 million were
produced by branches in the Alabama region, the other 29.3%, or $34.7 million
were produced by branches in the Florida region. Loans, net of unearned income,
comprised 88.3% of interest-earning assets at September 30, 2000, compared to
86.5% at December 31, 1999 and produced an average yield of 9.6% for the nine
months ended September 30, 2000, compared to 9.3% for the nine months ended
September 30, 1999.
Noninterest bearing deposits totaled $92.1 million at September 30, 2000, an
increase of 10.1%, or $8.4 million from $83.7 million at December 31, 1999. Of
the $8.4 million increase in noninterest bearing deposits, 64.7%, or $5.5
million were acquired in branches located in the Alabama region, the other
35.3%, or $2.9 million were acquired in branches in the Florida region.
Noninterest bearing deposits comprised 11.8% of total deposits at September 30,
2000, compared to 12.3% at December 31, 1999.
<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS-CONTINUED
Financial Condition - continued
Interest bearing deposits totaled $691.6 million at September 30, 2000, an
increase of 15.5%, or $92.8 million from $598.8 million at December 31, 1999,
with interest bearing deposits averaging $633.8 million for the nine months
ended September 30, 2000. The $92.8 million increase in interest bearing
deposits was acquired in branches located in the Alabama region and includes
brokered deposits totaling $38.9 million. These brokered deposits carry an
average rate of 6.8% and mature as follows: fourth quarter 2000, $5.0 million;
second quarter 2001, $13.7 million; fourth quarter 2001, $14.9 million; and
second quarter 2002, $5.3 million. Interest bearing deposits comprised 88.2% of
total deposits at September 30, 2000, compared to 87.7% at December 31, 1999 and
carried an average rate of 5.2% and 4.7% for the nine months ended September 30,
2000 and 1999, respectively.
Advances from the Federal Home Loan Bank ("FHLB") increased $15.1 million to
$77.6 million at September 30, 2000 from $62.5 million at December 31, 1999.
Borrowings from the FHLB were used primarily to fund growth in the loan
portfolio. Borrowings totaling $10.4 million under the Corporation's line of
credit with a regional financial institution were repaid during the third
quarter using a portion of the $15.0 million proceeds from the trust preferred
offering (See Liquidity). Total borrowings, including the trust preferred
securities, averaged $82.1 million for the nine months ended September 30, 2000
and carried an average rate of 5.8% compared to 5.2% for the nine months ended
September 30, 1999.
At September 30, 2000, total stockholders' equity was $73.0 million, an increase
of $4.1 million from December 31, 1999. The increase in stockholders' equity
resulted primarily from earnings for the first nine months of 2000.
Results of Operations
Net income increased $612,000, or 81.1% to $1.4 million for the three months
ended September 30, 2000 compared to $755,000 over the same period in 1999. Net
income also increased $1.3 million, or 61.4% to $3.5 million for the nine months
ended September 30, 2000, compared to $2.2 million for the nine months ended
September 30, 1999. The increase in net income was primarily due to increases in
net interest income and other noninterest income offset by increases in the
provision for loan losses and noninterest expense. The return on average assets
was 0.58% for the three and nine-month periods ended September 30, 2000,
compared to 0.39% and 0.47%, respectively, for the three and nine-month periods
ended September 30, 1999.
Net interest income increased $1.0 million, or 13.5% to $8.7 million for the
three months ended September 30, 2000 compared to $7.7 million for the three
months ended September 30, 1999. Net interest income increased $5.0 million, or
24.2% to $25.7 million for the nine months ended September 30, 2000, compared to
$20.7 million for the nine months ended September 30, 1999. The increase in net
interest income was primarily due to the increased volume and yield on loans
funded by the maturity of short-term investments and increases in deposits and
borrowings from the FHLB. Total interest earning assets and interest bearing
liabilities averaged $791.9 million and $715.8 million, respectively, for the
nine-month period ended September 30, 2000 compared to $610.0 million and $530.4
million, respectively, for the nine-month period ended September 30, 1999. The
combination of interest earning assets and interest bearing liabilities produced
a net interest spread of 3.83% for the first nine months of 2000 compared to
3.93% during the same period in 1999. The net interest margin decreased to 4.34%
for the first nine months of 2000 from 4.54% for the first nine months of 1999.
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS-CONTINUED
Results of Operations - Continued
Total noninterest income increased $484,000, or 27.6% to $2.2 million for the
three months ended September 30, 2000 compared to $1.8 million for the third
quarter of 1999. For the nine-month period ending September 30, 2000, total
noninterest income increased $1.3 million, or 28.4% to $5.8 million compared to
$4.5 million for the nine-month period ended September 30, 1999. These increases
were primarily due to enhanced service charge income related to the increase in
the volume of deposits and earnings related to the cash surrender value of
single premium life insurance policies.
Noninterest expense increased $867,000, or 12.7% to $7.7 million for the three
months ended September 30, 2000, compared to $6.9 million for the same period in
1999. For the first nine months of 2000, noninterest expense increased $3.5
million, or 17.3% to $23.8 million compared to $20.3 million for the first nine
months of 1999. Salaries and benefits increased $481,000, or 13.9% to $3.9
million for the three months ended September 30, 2000 from $3.5 million for the
same period in 1999. For the nine months ended September 30, 2000, salaries and
benefits increased $1.9 million, or 19.6% to $11.8 million compared to $9.9
million for the corresponding 1999 period. The increase in salaries and benefits
primarily resulted from the acquisition of new banks and branches and the
addition of personnel in the administrative and operations area.
All other noninterest expenses increased $386,000, or 11.4% to $3.8 million for
the three months ended September 30, 2000 and $1.6 million, or 15.2% to $12.1
million for the nine months ended September 30, 2000. This compared to other
noninterest expenses of $3.4 million and $10.5 million for the three and
nine-month periods ended September 30, 1999. The increase in other expenses for
the nine months ended September 30, 2000, includes a $698,000 increase in
occupancy, furniture and equipment expenses, a $353,000 increase in goodwill
amortization and $483,000 in foreclosure losses. Occupancy expenses increased
during 2000 as a result of increased depreciation and maintenance related to the
Corporation's headquarters and The Bank's operations center. The increase in
goodwill amortization relates to purchase acquisitions closed in the third and
fourth quarters of 1999. The foreclosure losses primarily represent writedowns,
or losses incurred on sales, of properties acquired in foreclosure from a single
commercial account.
Income tax (benefit) expense was $(37,000) and $730,000 for the three and
nine-month periods ended September 30, 2000, respectively, compared to $352,000
and $757,000 for the three and nine-month periods ended September 30, 1999. The
primary difference in the effective rate and the federal statutory rate (34%) is
the recognition of rehabilitation tax credits generated from the restoration of
the Corporation's headquarters.
Provision for Loan Losses
The provision for loan losses was $1.9 million and $3.5 million, for the three
and nine-month periods ended September 30, 2000, respectively, compared to $1.5
million and $2.0 million for the three and nine-month periods ended September
30, 1999. The provision for loan losses represents the amount determined by
senior management necessary to maintain the allowance for loan losses at a level
capable of absorbing inherent losses in the loan portfolio, plus estimated
losses associated with off-balance sheet credit instruments such as letters of
credit and unfunded lines of credit. The allowance for loan losses at September
30, 2000, totaled $8.9 million, or 1.18% of total loans, compared to $8.1
million, or 1.27% of total loans at December 31, 1999. The Corporation prepares
an analysis to assess the risk in the loan portfolio and to determine the
adequacy of the allowance for loan losses. Generally, the Corporation estimates
the allowance using factors such as historical loss experience based on volume
and types of loans, volume and trends in delinquencies and non-accruals,
national and
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS-CONTINUED
Provision for Loan Losses - continued
local economic conditions and other pertinent information. If a secured credit
becomes impaired, management will consider all factors, particularly the value
of the underlying collateral, in determining what provision, if any, is
appropriate.
The Corporation has a risk management process to control risk in the loan
portfolio through adherence to credit standards approved by the Board of
Directors and implemented by senior management. These standards are set forth in
a formal loan policy, which establishes loan underwriting/approval procedure,
sets limits on credit concentration and enforces regulatory requirements.
Loan portfolio concentration risk is reduced through concentration limits for
both borrowers and types of collateral and through geographical diversification.
Concentration risk is measured and reported to senior management and the Board
of Directors on a regular basis.
A risk rating system is employed whereby each loan is assigned a rating which
corresponds to the perceived credit risk. Risk ratings are subject to
independent review by the Corporation's Loan Review Department, which also
performs ongoing, independent review of the risk management process that
includes underwriting, documentation and collateral control. Regular reports are
made to senior management and the Board of Directors regarding credit quality as
measured by assigned risk ratings and other measures, including, but not limited
to, the level of past due percentages and nonperforming assets.
The loan review function is centralized and independent of the lending function.
Loan review results are reported to the Audit Committee of the Board of
Directors as well as to the Corporation's independent auditors.
Liquidity
The Corporation's principal sources of funds are deposits, principal and
interest payments on loans, federal funds sold and maturities and sales of
investment securities. In addition to these sources of funds, the Corporation
has access to purchased funds from several regional financial institutions and
may borrow from a regional financial institution under a line of credit and from
the Federal Home Loan Bank under a blanket floating lien on certain residential
real estate loans. While scheduled loan repayments and maturing investments are
relatively predictable, interest rates, general economic conditions and
competition primarily influence deposit flows and early loan payments. The
Corporation has a policy to constantly monitor liquidity needs to insure it
maintains adequate liquidity to meet conditions that might reasonably be
expected to occur.
On September 7, 2000, TBC Capital Statutory Trust II ("TBC Capital"), a
Connecticut statutory trust wholly-owned by the Corporation received $15 million
in proceeds in exchange for $15 million principal amount of TBC Capital's 10.6%
cumulative trust preferred securities in a pooled trust preferred private
placement. The proceeds were used to purchase an equal principal amount of 10.6%
subordinated debentures of the Corporation. The Corporation has fully and
unconditionally guaranteed all obligations of TBC Capital on a subordinated
basis with respect to the preferred securities. Subject to certain limitations,
the preferred securities qualify as Tier 1 capital and are presented in the
Consolidated Statement of Financial Condition as "Guaranteed preferred
beneficial interests in the Corporation's subordinated debentures." The sole
asset of TBC Capital is the subordinated debentures issued by the Corporation.
Both the preferred securities of TBC Capital and the subordinated debentures of
the Corporation each have 30-year lives. However, both the Corporation and TBC
<PAGE> 15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS-CONTINUED
Liquidity - continued
Capital have a call option, subject to regulatory approval, after ten years, or
earlier upon certain changes in tax or investment company laws, or regulatory
capital requirements.
Forward-Looking Statements
Statements contained in this Quarterly Report on Form 10-Q, which are not
historical facts, are forward-looking statements. In addition, the Corporation,
through its senior management, from time to time makes forward-looking public
statements concerning its expected future operations and performance and other
developments. Such forward-looking statements are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Additionally, such forward-looking statements are based on the Corporation's
belief as well as certain assumptions made by, and information currently
available with respect to the Corporation's ability to achieve the operating
results it expects relating to the completed acquisitions; anticipated cost
savings and revenue enhancements; our ability to successfully assimilate
acquired operations, including installing the Corporation's centralized policy
oversight, credit review and management systems at the acquired institutions;
the absence of material contingencies related to the acquired operations; the
adequacy of the allowance for loan losses; the effect of legal proceedings on
the Corporation's financial condition, results of operations and liquidity; and
market risk disclosures, as well as other information. The risks and
uncertainties that may affect operations, performance, growth projections and
the results of the Corporation's business include, but are not limited to,
fluctuations in the economy, the relative strength and weakness in the
commercial and consumer sector and in the real estate market the actions taken
by the Federal Reserve Board for the purpose of managing the economy, interest
rate movements, the impact of competitive products, services and pricing, timely
development by the Corporation of technology enhancements for its products and
operating systems, legislation and similar matters. Although management of the
Corporation believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Prospective investors are cautioned that any such
forward-looking statements are not guaranties of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those contemplated by such forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information set forth under the caption "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations-Market Risk-Interest
Sensitivity" included in the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1999, is hereby incorporated herein by reference.
<PAGE> 16
PART II. OTHER INFORMATION.
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
On September 7, 2000, the Corporation and its subsidiary TBC Capital
Statutory Trust II, a Connecticut statutory trust ("TBC Capital"), completed a
private placement of capital securities co-managed by First Tennessee Capital
Markets and Keefe, Bruyette and Woods, Inc. (the "Co-Managers") in which TBC
Capital sold capital securities with a principal amount of $15,000,000 (the
"Capital Securities"). The Co-Managers received a total of approximately
$450,000 as commission. The Capital Securities were purchased by Preferred Term
Securities, Ltd., a company with limited liabilities established under the laws
of the Cayman Islands, and exempt from registration under Regulation D and Rule
144A of the Securities Act of 1933. The Capital Securities are fully and
unconditionally guaranteed on a subordinated basis by the Corporation with
respect to distributions and amounts payable upon liquidation, redemption or
repayment pursuant to the Guarantee Agreement between the Corporation and State
Street Bank and Trust Company of Connecticut, National Association. TBC Capital
used the proceeds of the sale of the Capital Securities to purchase an equal
principal amount of 10.6% junior subordinated Deferrable Interest Debentures
(the "Debt Securities") due 2030 issued by the Corporation. The Corporation
received net proceeds from the transaction of approximately $15,000,000. The
Corporation shall use a portion of the proceeds to repay outstanding
indebtedness under its line of credit and to inject capital into its banking
subsidiary, The Bank, and for other general corporate purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
Exhibit 10 - Employment Agreement, by and between The Banc Corporation,
The Bank and Larry R. Matthews, dated as of July 13, 2000.
Exhibit 27 - Financial Data Schedule (SEC use only).
(b) Reports on Form 8-K:
On October 3, 2000, the Corporation filed a Current Report on Form 8-K
reporting under Item 5 the issuance of trust preferred securities by
the Corporation and its subsidiary TBC Capital Statutory Trust II.
SIGNATURES
Pursuant with the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
The Banc Corporation
(Registrant)
Date: November 14, 2000 By: /s/ James A. Taylor, Jr.
-----------------------------------
James A. Taylor, Jr.
President, Chief Operating Officer and
General Counsel
Date: November 14, 2000 By: /s/ David R. Carter
----------------------------------
David R. Carter
Executive Vice President and Chief
Financial Officer
(Principal Accounting Officer)
