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<PAGE> PAGE 2
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SIGNATURE JOANNE B. WHARTON
TITLE ASST. TREASURER
MINBANC CAPITAL CORP.
Financial Statements and Report of
Independent Certified Public Accountants
March 31, 1997 and 1996
Minbanc Capital Corp.
Contents
Reports of Independent Certified Public Accountants 3
Financial Statements
Statements of Net Assets 4
Statements of Income 5
Statements of Changes in Net Assets 6
Statements of Cash Flows 7-8
Notes to Financial Statements 9-16
Report of Independent Certified Public Accountants
Shareholders and Board of Directors
Minbanc Capital Corp.
We have audited the accompanying statements of net assets of Minbanc
Capital Corp. as of March 31,
1997 and 1996, and the related statements of income, changes in net
assets and cash flows for the years
then ended, and the selected per share data and statistical information
for the years ended March 31, 1997,
1996 and 1995. These financial statements and per share data and
statistical information are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these
financial statements and per share data and statistical information
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards
require that we plan and perform an audit to obtain reasonable assurance
about whether the financial
statements and per share data and statistical information are free of
material misstatement. Our
procedures included confirmation of investments, U.S. Treasury bills,
and certificates of deposit owned as
of March 31, 1997, 1996 and 1995, by correspondence with the custodian.
An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements and selected per share data and
statistical information referred to
above present fairly, in all material respects, the financial position
of Minbanc Capital Corp. as of
March 31, 1997 and 1996, and the results of its operations, its cash
flows, changes in net assets and the
selected per share data and statistical information for the years ended
March 31, 1997, 1996 and 1995, in
conformity with generally accepted accounting principles.
Vienna, Virginia
May 8, 1997
Minbanc Capital Corp.
Statements of Net Assets
March 31, 1997 1996
Assets
Investments $ 582,292 $ 930,944
Less allowance of possible investment loss
(150,000) (300,000)
Net Investments 432,292 630,944
U.S. Treasury bills, at cost which approximates market,
at rates ranging from 2.4% to 5.4% in 1997 and 4.9%
to 5.4% in 1996 2,061,468
923,017
Certificates of deposit, at cost which approximates market,
at rates ranging from 4.09% to 6.0% in 1997 and 5.0%
to 6.3% in 1996 2,500,000
2,500,000
Accrued interest receivable 71,471
56,811
Current income tax refund receivable -
450
Deferred tax asset, less valuation allowance of $-0-
in 1997 and 1996 45,000 54,000
Prepaid expenses 1,971 175
5,112,202
4,165,397
Cash and cash equivalents
Money market funds, at cost which approximates market
407,492 1,052,836
Cash 9,941 8,993
417,433
1,061,829
Total Assets 5,529,635 5,227,226
Liabilities
Accounts payable and accrued liabilities 10,826
26,874
Accounts payable to American Bankers Association
38,359 37,899
Current income taxes payable 57,054
185
Total Liabilities 106,239 64,958
Net Assets $ 5,423,396 $ 5,162,268
Net Assets per Share (Based on 8,626 Shares of
Common Stock Outstanding) $ 628.73 $
598.46
Minbanc Capital Corp.
Statements of Income
Year ended March 31, 1997 1996
1995
Income
Investment income $ 306,048 $ 279,466
$ 258,581
Miscellaneous income 5,000 5,000
-
Reversal of allowance for possible
investment loss 150,000
200,000 -
Total Income 461,048 484,466
258,581
Expenses
Professional fees 43,808 89,142
73,760
Administrative 42,619 35,139
34,078
Travel 5,233 12,604
8,031
Scholarships - 26,904
19,141
Consulting 4,140 16,140
21,756
Printing 2,775 3,286
2,596
Other 21,149 28,294
26,940
Total Expenses 119,724 211,509
186,302
Income Before Provision for Taxes 341,324
272,957 72,279
Tax Provision 80,196 2,607
13,812
Net Income $ 261,128 $ 270,350 $
58,467
Net Income per Share (Based on
8,626 Shares of Common Stock
Outstanding) $ 30.27 $ 31.34 $
6.78
Minbanc Capital Corp.
Statements of Changes in Net Assets
Year ended March 31, 1997 1996
1995
Increase in Net Assets:
Net income $ 261,128 $ 270,350
$ 58,467
Net Assets, Beginning of Year 5,162,268
4,891,918 4,833,451
Net Assets, End of Year $ 5,423,396 $ 5,162,268
$ 4,891,918
Represented by:
Common stock, par value $1.00;
20,000 shares authorized; 8,729 shares
issued, of which 103 shares
were held as treasury stock $ 8,729 $
8,729 $ 8,729
Capital surplus 4,294,316 4,294,316
4,294,316
Retained earnings 1,130,501 869,373
599,023
Less cost of treasury stock (10,150)
(10,150) (10,150)
$ 5,423,396 $
5,162,268 $ 4,891,918
Minbanc Capital Corp.
Statements of Cash Flows
Year ended March 31, 1997 1996
1995
Increase (Decrease) in Cash
Cash Flows from Operating Activities
Interest received $ 291,388 $ 291,611
$ 261,752
Bank transfer fees paid (19,942)
(16,898) (14,176)
Legal fees paid (34,248) (49,508)
(48,932)
Accounting fees paid (9,997)
(12,615) (21,475)
Printing costs (2,883)
(3,178) (2,596)
Directors' travel costs (5,497)
(11,122) (8,031)
Administrative fees paid (42,211)
(29,658) (68,138)
Scholarships paid (6,172) (20,732)
(19,141)
Consulting fees paid (13,140)
(7,140) (21,756)
Miscellaneous receipts (payments) 2,152
(3,210) (13,499)
Income taxes paid (14,047) (26,520)
(100)
Tax refunds received - -
13,551
Net Cash Provided by Operating
Activities 145,403
111,030 57,459
Cash Flows from Investing Activities
Loans made as capital note investments -
(400,000) -
Principal reductions on capital note
investments 348,653
617,516 171,077
Purchases of government securities (4,884,954)
(2,047,234) (3,222,996)
Sales of government securities 3,746,502
2,385,123 3,780,835
Purchases of certificates of deposit (3,500,000)
(1,600,000) (1,200,000)
Sales of certificate of deposit 3,500,000
1,600,000 700,000
Net Cash (Used in) Provided by
Investing Activities (789,799)
555,405 228,916
Net (Decrease) Increase in Cash
and Cash Equivalents (644,396)
666,435 286,375
Cash and Cash Equivalents at Beginning
of Year 1,061,829
395,394 109,019
Cash and Cash Equivalents at End
of Year $ 417,433 $
1,061,829 $ 395,394
Minbanc Capital Corp.
Statements of Cash Flows_Continued
Year ended March 31, 1997 1996
1995
Reconciliation of Net Income to Net
Cash Provided by Operating Activities
Net income $ 261,128 $ 270,350
$ 58,467
Adjustments to reconcile net income
to net cash provided by operating
activities
Reversal of possible investment loss
(150,000) (200,000) -
(Increase) decrease in accrued
interest receivable (14,660)
12,145 3,171
Decrease (increase) in deferred
tax asset 9,000
(11,000) -
Decrease (increase) in current
income tax refund receivable 450
(450) 14,055
(Increase) decrease in prepaid
expenses (1,796)
1,044 (1,219)
(Decrease) increase in accounts
payable and accrued liabilities
(16,048) 7,004 3,353
Increase (decrease) in accounts
payable to American Bankers
Association 460 31,752
(34,060)
Increase in current income taxes
payable 56,869
185 13,692
Net Cash Provided by Operating
Activities $ 145,403 $
111,030 $ 57,459
Minbanc Capital Corp.
Notes to Financial Statements
March 31, 1997, 1996 and 1995
NOTE A_SUMMARY OF ACCOUNTING POLICIES
A summary of significant accounting policies consistently applied in the
preparation of the
accompanying financial statements follows.
Organization
Minbanc Capital Corp. (the Company) is registered as a non-diversified,
closed-end management
investment company under the Investment Company Act of 1940, as amended.
The Company was
incorporated on June 18, 1971, for the purpose of making capital funds
available to qualifying
minority-owned banks which have been in operation for a minimum of two
years. Minority-owned
banks are those banks managed by, or whose voting securities are owned
by, members of minority
groups in the United States.
The Company's officers and directors serve without compensation, but are
entitled to reimbursement
for out-of-pocket travel expenses. Effective October 1, 1980, the
Company agreed to reimburse the
American Bankers Association (the Association) a maximum of $50,000 per
year for use of the
Association's facilities and administrative services. Administrative
expenses paid to the Association
were $42,619, $35,139 and $33,042 for the years ended March 31, 1997,
1996 and 1995, respectively.
In addition, the Association pays on behalf of the Company certain other
expenses, which are charged
to the Company and recorded in its accounting records.
Investment Valuation
Investments are valued at cost, less specific charge-offs and the
allowance for possible investment loss
(see Notes B and C). In the opinion of the Board of Directors, the
allowance for possible investment
loss is adequate to absorb losses which may be incurred in the
collection of outstanding investments.
These investments have not been discounted to reflect higher current
market rates of interest, as it is
the Company's intention to hold the investments to maturity. There is
no public market for the
Company's investments; therefore, the Directors, in their evaluation,
have considered the cost of the
investments and developments since acquisition, including reviews of the
current financial statements of
the investee banks and other factors pertinent to the valuation of the
investments.
Income Taxes
Since March 31, 1982, the Company does not qualify as a regulated
investment company under
Internal Revenue Code Subchapter M and is instead a taxable corporation
under Internal Revenue
Code Subchapter C.
Cash Equivalents
For purposes of reporting cash flows, cash equivalents consist of money
market funds and cash.
Minbanc Capital Corp.
Notes to Financial Statements_Continued
March 31, 1997, 1996 and 1995
NOTE A_SUMMARY OF ACCOUNTING POLICIES_Continued
Using Estimates in Preparing Financial Statements
In preparing financial statements in conformity with generally accepted
accounting principles, the
Board of Directors and management are required to make estimates and
assumptions that affect the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the
date of the financial statements and revenue and expenses during the
reporting period. Actual results
could differ from those estimates.
NOTE B_INVESTMENTS
A summary of investments as of March 31, 1997 and 1996, is as follows:
1997 1996
6.00% subordinated note (variable rate with 6.00% floor)
of Cherokee County Bancshares, Inc. (an Oklahoma
bank holding corporation), Stilwell, Oklahoma, dated
May 19, 1995, with interest payable quarterly through
June 1995; thereafter, principal and interest payable
quarterly from September 1995 through June 2004.
Principal and interest payments were not current as of
March 31, 1997; however, they became current as of
April 1997 $ 333,333 $ 377,777
4.00% subordinated capital note (fixed rate) of $431,000
of the Douglass Bank, Kansas City, Kansas, dated
February 3, 1988, assumed by Douglass Bancorp, Inc.,
on December 5, 1991, with principal and accrued
interest payable on December 4, 2006. The note
balance is presented net of a $300,000 charge-off taken
in 1991. As of September 30, 1994, this note was
classified as nonaccrual. The amount of interest lost
was $17,240 for the year ended March 31, 1997, and
$110,444 since charge-off in 1991 131,000
131,000
6.00% subordinated capital note (variable rate with
6.00% floor) of United National Bank, Fayetteville,
North Carolina, dated March 4, 1988, with interest
payable quarterly through September 1990; thereafter,
principal and interest payable quarterly from September
1990 through June 1998. Principal and interest
payments were current as of March 31, 1997 62,084
124,167
Minbanc Capital Corp.
Notes to Financial Statements_Continued
March 31, 1997, 1996 and 1995
NOTE B_INVESTMENTS_Continued
1997 1996
6.00% subordinated note (variable rate with 6.00% floor)
of Far East National Bank, Los Angeles, California,
dated July 15, 1987, with interest payable quarterly
through December 1989; thereafter, principal and
interest payable quarterly from December 1989 through
September 1997. Principal and interest payments were
not current as of March 31, 1997; however, they
became current as of April 1997 55,875
130,375
6.00% subordinated note (variable rate with 6.00% floor)
of the Adams National Bank, Washington, D.C., dated
February 2, 1988, with interest payable quarterly
through September 1990; thereafter, principal and
interest payable quarterly from September 1990
through June 1998. The bank repaid the loan and
accrued interest in full in May 1996 -
167,625
582,292 930,944
Less allowance for possible investment loss
(150,000) (300,000)
$ 432,292 $ 630,944
NOTE C_ALLOWANCE FOR POSSIBLE INVESTMENT LOSS
The following is an analysis of the allowance for possible investment
loss as of March 31:
1997 1996 1995
Balance, beginning of year $ 300,000 $
500,000 $ 500,000
Reversal of possible investment loss (150,000)
(200,000) -
Balance, end of year $ 150,000 $
300,000 $ 500,000
Minbanc Capital Corp.
Notes to Financial Statements_Continued
March 31, 1997, 1996 and 1995
NOTE C_ALLOWANCE FOR POSSIBLE INVESTMENT LOSS_Continued
In 1997 and 1996, the Company reduced the reserve for possible
investment loss by $150,000 and
$200,000, respectively. The Board of Directors determined that, based
upon (1) the repayment in full
of the Adams National Bank loan in 1996, (2) the timely principal and
interest payments by the banks
and (3) the stronger financial condition of the portfolio, $150,000 and
$300,000 are a more accurate
reserve for possible investment loss as of March 31, 1997 and 1996,
respectively.
Although the Board of Directors believes the allowance is sufficient, it
is reasonably possible that in the
near term, loan losses could be different than estimated as of March 31,
1997.
NOTE D_FINANCIAL INSTRUMENTS
It is not practicable to estimate the fair value of the Company's
investments, as there is no public
market for such investments (see Note A).
The carrying amount of the U.S. Treasury bills, the certicates of
deposit and the cash and cash
equivalents approximates fair value because of the short-term nature of
the instruments. At March 31,
1997, the estimated fair value of the U.S. Treasury bills, the
certificates of deposit and cash and cash
equivalents is approximately $2,091,000, $2,500,000, and $417,000,
respectively.
NOTE E_COMMON STOCK
Shares of the Company's common stock were offered only to banks which
were members of the
Association (or parent companies of such banks in states in which the
Company's shares may not be
purchased by banks) and are subject to restrictions on transfer. No
bank may own more than 5% of the
Company's outstanding shares. At March 31, 1997, certain banks own more
than 5% of the
Company's outstanding shares because of mergers and acquisitions.
NOTE F_RELATED PARTY TRANSACTIONS
The Company incurred legal fees and out-of-pocket expenses of $35,584,
$74,753 and $52,285 for the
years ended March 31, 1997, 1996 and 1995, respectively, for services
provided by a law firm in which
a partner is an otherwise uncompensated director of the Company.
Minbanc Capital Corp.
Notes to Financial Statements_Continued
March 31, 1997, 1996 and 1995
NOTE F_RELATED PARTY TRANSACTIONS_Continued
The Company incurred consulting fees and out-of-pocket expenses of
$4,140, $16,140 and $19,086 for
the years ended March 31, 1997, 1996 and 1995, respectively, for
consulting services provided by an
individual who is also an otherwise uncompensated officer of the
Company.
NOTE G_INCOME TAXES
The provision (benefit) for taxes comprises the following at March 31:
1997 1996 1995
Current tax provision $ 71,196 $ 13,607
$ 13,812
Reduction of deferred tax provision 9,000
21,000 -
Decrease in valuation allowance -
(32,000) -
$ 80,196 $ 2,607 $
13,812
Deferred tax asset consists of the following at March 31:
1997 1996
Temporary difference
Allowance for possible investment loss $ 45,000
$ 54,000
Valuation allowance - -
$ 45,000 $ 54,000
In order to realize the deferred tax asset fully as of March 31, 1997,
the Company will need to generate
future taxable income in the periods in which the deductible temporary
differences reverse.
A reconciliation of the difference between income tax provision
(benefit) for the years ended March 31,
1997, 1996 and 1995, and the tax computed by applying the statutory
federal income tax rate to income
before taxes is as follows:
Minbanc Capital Corp.
Notes to Financial Statements_Continued
March 31, 1997, 1996 and 1995
NOTE G_INCOME TAXES_Continued
1997
1996 1995
Percentage
Percentage Percentage
of
of of
Pretax
Pretax Pretax
Amount Income Amount
Income Amount Income
Tax computed at
federal statutory
rate $ 116,050 34.0% $
92,805 34.0% $ 24,247
34.0%
State income taxes 10,251 3.0
490 .2 983 1.0
Deferred tax
adjustment 9,000 2.6
21,000 7.8 - -
Decrease in
valuation
allowance - -
(32,000) (11.7) -
-
Surtax exemption
and other rate
variances (55,105) (16.0)
(79,688) (29.3) (11,418)
(15.9)
$ 80,196 23.6% $
2,607 1.0% $ 13,812 19.1%
Based on the amount of taxable income, Minbanc's actual tax rate is
lower than the statutory rate.
Deferred tax adjustments and rate variances were caused by the reduction
in the allowance for possible
investment losses.
Minbanc Capital Corp.
Notes to Financial Statements_Continued
March 31, 1997, 1996 and 1995
NOTE H_PER SHARE AND STATISTICAL INFORMATION
Selected data for each weighted-average share of common stock
outstanding and other statistical data
are as follows at March 31:
1997 1996 1995 1994
1993
Per share data:
Investment income $ 35.48 $ 32.41 $
29.98 $ 26.82 $ 30.72
Reversal of allowance
for possible
investment loss 17.39 23.17
- 17.39 -
Expenses, including
(benefit) provision
for taxes (23.18)
(24.82) (23.20) (30.23)
(21.71)
Net investment income (loss)
before cumulative effect
of accounting change 29.69 30.76
6.78 13.98 9.01
Cumulative effect of
accounting change - -
- - 6.95
Net investment income 29.69 30.76
6.78 13.98 15.96
Miscellaneous income .58 .58
- - -
Net increase (decrease)
in net asset value 30.27 31.34
6.78 13.98 15.96
Net assets, beginning of year 598.46
567.12 560.34 546.36
530.40
Net assets, end of year $ 628.73 $ 598.46
$ 567.12 $ 560.34 $ 546.36
Minbanc Capital Corp.
Notes to Financial Statements_Continued
March 31, 1997, 1996 and 1995
NOTE H_PER SHARE AND STATISTICAL INFORMATION_Continued
1997 1996 1995 1994
1993
Ratio of expenses to
average net assets 3.78% 4.26%
4.12% 5.46% 4.03%
Ratio of net investment
income (loss) to
average net assets 4.84% 5.28%
1.20% 2.53% 2.96%
Weighted-average
shares of common
stock outstanding 8,626 8,626
8,626 8,626 8,626
Number of shares
of common stock
outstanding at
end of year 8,626 8,626
8,626 8,626 8,626
Dividends actually
paid per share
of outstanding
common stock
at end of year $ - $ - $
- $ - $ -
Portfolio turnover
rate 67.12% 38.85%
23.31% 22.96% 12.31%
3
6
The accompanying notes are an integral part of these statements.
- - -
The accompanying notes are an integral part of these
statements.
4
The accompanying notes are an integral part of these
statements.
6
The accompanying notes are an integral part of these
statements.
5
7
The accompanying notes are an integral part of these
statements.
8
11
