-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JPhOHFxtDlfC59quMdGhxkY+sjYGFcaLUjSAuKOEbnc8RD4WAYFvr4rXZa5NcVMQ D8ihkZguKqISMNZExUsWlA== 0000832818-04-000008.txt : 20040811 0000832818-04-000008.hdr.sgml : 20040811 20040811154555 ACCESSION NUMBER: 0000832818-04-000008 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOL BANCSHARES INC CENTRAL INDEX KEY: 0000832818 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 721121561 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-16934 FILM NUMBER: 04967100 BUSINESS ADDRESS: STREET 1: 300 ST CHARLES AVE CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5048899400 MAIL ADDRESS: STREET 1: 300 ST CHARLES AVENUE CITY: NEW ORLEANS STATE: LA ZIP: 70130 10QSB 1 r10qsb6-04.txt 10QSB REPORT 6/2004 UNITED STATES 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, 2004 / / TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission file Number 01-16934 BOL BANCSHARES, INC. (Exact name of small business issuer as specified in its charter.) Louisiana 72-1121561 (State of incorporation) (IRS Employer Identification No.) 300 St. Charles Avenue, New Orleans, La. 70130 (Address of principal executive offices) (504) 889-9400 (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 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 / / State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practical date: 179,145 SHARES AS OF JULY 30, 2004 Transitional Small Business Disclosure Format (Check one): Yes / / No /X/ 1 BOL BANCSHARES, INC. & SUBSIDIARY INDEX Page No. PART I. Financial Information Item 1: Financial Statements Consolidated Statement of Condition 3 Consolidated Statements of Income 4 Consolidated Statements of Comprehensive Income 5 Consolidated Statement of Cash Flow 6 Item 2: Management's Discussion and Analysis 7 Item 3: Controls and Procedures 9 PART II. Other Information Item 4: Submission of Matters to a Vote of Security Holders 9 Item 6: Exhibits and Reports on Form 8-K 9 A. Exhibits 9 B. Reports on Form 8-K 9 No reports have been filed on Form 8-K during this quarter. Signatures 10 2 Part I. Financial Information BOL BANCSHARES, INC. CONSOLIDATED STATEMENT OF CONDITION June 30 Dec. 31, (Amounts in Thousands) 2004 2003 (Unaudited) (Audited) ASSETS Cash and Due from Banks Non-Interest Bearing Balances and Cash $6,474 $7,909 Federal Funds Sold 3,585 7,205 Investment Securities Securities Held to Maturity 19,010 19,000 Securities Available for Sale 534 522 Loans-Less Allowance for Loan Losses of $1,800,000 and Unearned Discount of $0 62,918 60,800 Property, Equipment and Leasehold Improvements (Net of Depreciation and Amortization) 1,650 1,615 Other Real Estate 0 207 Other Assets 1,444 1,552 TOTAL ASSETS $95,615 $98,810 LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Deposits: Non-Interest Bearing $35,923 $36,980 NOW Accounts 11,398 12,265 Money Market Accounts 4,043 5,081 Savings Accounts 28,361 28,659 Time Deposits, $100,000 and over 428 427 Other Time Deposits 5,485 5,453 TOTAL DEPOSITS 85,638 88,865 Notes Payable 2,194 2,199 Other Liabilities 1,001 1,147 TOTAL LIABILITIES 88,833 92,211 STOCKHOLDERS' EQUITY Preferred Stock - Par Value $1 2,187,179 Shares Issued and Outstanding in 2004 2,187 2,188 2,187,899 Shares Issued and Outstanding in 2003 Common Stock - Par Value $1 179,145 Shares Issued and Outstanding 179 179 Accumulated Other Comprehensive Income 276 268 Capital in Excess of Par - Retired Stock 84 84 Undivided Profits 3,880 3,468 Current Earnings 176 412 TOTAL STOCKHOLDERS' EQUITY 6,782 6,599 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $95,615 $98,810 3 BOL BANCSHARES, INC. CONSOLIDATED STATEMENT OF INCOME (Unaudited) Three months ended Six months ended June 30 June 30 (Amounts in Thousands) 2004 2003 2004 2003 INTEREST INCOME Interest and Fees on Loans $1,878 $1,819 $3,770 $3,487 Interest on Investment Securities 98 102 199 226 Interest on Federal Funds Sold 17 42 35 98 Total Interest Income $1,993 1,963 4,004 3,811 INTEREST EXPENSE Interest on Deposits 49 94 98 206 Other Interest Expense 10 10 20 20 Interest Expense on Notes Payable 1 1 2 3 Interest Expense on Debentures 31 39 62 78 Total Interest Expense 91 144 182 307 NET INTEREST INCOME 1,902 1,819 3,822 3,504 Provision for Loan Losses 190 (115) 297 (3) NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,712 1,934 3,525 3,507 NONINTEREST INCOME Service Charges on Deposit Accounts 269 294 542 565 Cardholder & Other Credit Card Income 179 193 351 365 ORE Income 88 - 88 - Other Operating Income 29 29 92 105 Total Noninterest Income 565 516 1,073 1,035 NONINTEREST EXPENSE Salaries and Employee Benefits 1,037 1,047 1,998 2,053 Occupancy Expense 408 420 803 832 Communications 82 108 166 218 Loan & Credit Card Expense 346 316 676 614 Professional Fees 96 76 206 162 ORE Expense 17 17 21 22 Other Operating Expense 241 237 460 494 Total Noninterest Expense 2,227 2,221 4,330 4,395 Income Before Tax Provision 50 229 268 147 Provision For Income Taxes 15 76 92 49 NET INCOME $35 $153 $176 $98 Earnings Per Share of Common Stock $0.20 $0.86 $0.98 $0.55 4 BOL BANCSHARES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) June 30 June 30 (Amounts in thousands) 2004 2003 NET INCOME $176 $98 OTHER COMPREHENSIVE INCOME, NET OF TAX Unrealized Holding Gains on Investment Securities Available-for-Sale, Arising During the Period 8 26 COMPREHENSIVE INCOME $184 $124 5 BOL BANCSHARES, INC. STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30 (Amounts in thousands) 2004 2003 OPERATING ACTIVITIES Net Income 176 98 Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities: Provision for Loan Losses 297 (3) Depreciation and Amortization Expense 109 129 Amortization of Investment Security Premiums 12 83 Accretion of Investment Security Discounts - 3 (Increase) Decrease in Deferred Income Taxes 85 62 (Gain) Loss on Sale of Property and Equipment - - (Gain) Loss on Sale of Other Real Estate (88) - (Increase) Decrease in Other Assets 12 (94) (Decrease) Increase in Other Liabilities and Accrued Interest (138) 99 Net Cash Provided by (Used in) Operating Activities 465 377 INVESTING ACTIVITIES Proceeds from Held-to-Maturity Investment Securities Released at Maturity 8,000 15,987 Purchases of Held-to-Maturity Investment Securities (8,023) (16,000) Proceeds from Sale of Property and Equipment 5 8 Purchases of Property and Equipment (150) (76) Proceeds from Sale of Other Real Estate 295 - Purchases of Other Real Estate - (1,107) Net (Increase) Decrease in Loans (2,415) (3,441) Net Cash Provided by (Used in) Investing Activities (2,288) (4,629) FINANCING ACTIVITIES Net Increase (Decrease) in Non-Interest Bearing and Interest Bearing Deposits (3,226) 461 Proceeds from Issuance of Long-Term Debt - 1,753 Preferred Stock Retired (0) (20) Principal Payments on Long Term Debt (6) (1,758) Net Cash Provided by (Used in) Financing Activities (3,232) 436 Net Increase in Cash and Cash Equivalents (5,055) (3,816) Cash and Cash Equivalents - Beginning of Year 15,114 22,124 Cash and Cash Equivalents - End of Period $10,059 $18,308 6 BOL BANCSHARES, INC. STATEMENTS OF CASH FLOWS (Continued) (Unaudited) SUPPLEMENTAL DISCLOSURES: 2004 2003 Additions to Other Real Estate through Foreclosure - 1,107 Cash Paid for Interest 172 289 Cash (Paid) Received for Income Taxes (85) - Market Value Adjustment for Unrealized Gain on Securities Available-for-Sale 12 38 Accounting Policies Note: Cash Equivalents Include Amounts Due from Banks and Federal Funds Sold. Generally, Federal Funds are Purchased and Sold for One Day Periods. ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS The following discussion and analysis is intended to provide a better understanding of the consolidated financial condition of BOL Bancshares, Inc. and its bank subsidiary at June 30, 2004 compared to December 31, 2003 and the results of operations for the three and six months periods ended June 30, 2004 with the same periods in 2003. This discussion and analysis should be read in conjunction with the interim consolidated financial statements and footnotes included herein. This discussion may contain certain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Readers are cautioned not to place undue reliance on these forward-looking statements. On April 19, 2004, the Bank obtained an unsecured outstanding letter of credit from a bank totaling $200,000, which has an automatic annual renewal. The letter of credit was obtained in the Bank's ordinary dealings with MasterCard International Incorporated. On May 11, 2004, the Board of Directors of the Bank approved Mr. Frank LaBiche as a new director. JUNE 30, 2004 COMPARED WITH DECEMBER 31, 2003 BALANCE SHEET Total Assets at June 30, 2004 were $95,615,000 compared to $98,810,000 at December 31, 2003 a decrease of $3,195,000 or 3.23%. Federal Funds Sold decreased $3,620,000 or 50.24% to $3,585,000 at June 30, 2004 from $7,205,000 at December 31, 2003, Cash and Due from Banks decreased $1,435,000 or 18.14% Other Real Estate decreased $207,000 due to the sale of the property and Other Assets decreased $108,000. Total loans increased $2,118,000 or 3.48% to $62,918,000 at June 30, 2004 from $60,800,000 at December 31, 2003 Investment Securities increased $22,000 or .11% to $19,544,000 at June 30, 2004 from $19,522,000 at December 31, 2003 and Property, Equipment & Leasehold Improvements increased $35,000. Total deposits decreased $3,227,000 or 3.63% to $85,638,000 at June 30, 2004 from $88,865,000 at December 31, 2003. Total non-interest bearing 7 deposits decreased $1,057,000 and interest-bearing accounts decreased $2,170,000. Notes Payable decreased $5,000 and Other Liabilities decreased $146,000. Shareholder's Equity increased $183,000 to $6,782,000 at June 30, 2004 from $6,599,000 at December 31, 2003 due mainly to an increase in earnings of $176,000 and an increase of $8,000 in accumulated other comprehensive income. SIX MONTHS ENDED JUNE 30, 2004 COMPARED WITH SIX MONTHS ENDED JUNE 30, 2003. INCOME The Company's net income for the six months ended June 30, 2004 was $176,000 or $.98 per share an increase of $78,000 from the Company's total net income of $98,000 for the same period last year. Interest income increased $193,000 for the six months ended June 30, 2004 over the same period last year. This was caused by an increase in the interest yield on loans from 5.92% at June 30, 2003 to a yield of 6.03% at June 30, 2004 and an increase in interest rate spreads from 3.61% to 4.13% at June 30, 2004. The .32% increase in the yields on interest earning assets was supplemented by lower rates paid on interest-bearing liabilities that declined .20% from an average of .54% as of June 30, 2003 to .34% as of June 30, 2004. Interest expense decreased $125,000 for the six months ended June 30, 2004 over the same period last year. The provision for loan losses increased $300,000 due to an expense of $297,000 at June 30, 2004 from a credit of $3,000 at June 30, 2003. This credit of $3,000 was due mainly to the recovery of a charged off account in the amountof $270,000 in 2003. Noninterest income increased $38,000 for the six months period as compared to the same period last year. This increase was primarily due to the sale of an ORE parcel for a gain of $88,000, a decrease of $23,000 in service charges on deposit accounts, a decrease of $14,000 in cardholder & other credit card income, and a decrease of $13,000 in other operating income. Noninterest expense decreased $65,000 for the six months period as compared to the same period last year. Salaries and employee benefits decreased $55,000, communications decreased $52,000, while loan & credit card expenses increased $62,000 and professional fees increased $44,000. The provision for income taxes increased $43,000 compared to the same period last year. SECOND QUARTER 2004 COMPARED WITH SECOND QUARTER 2003 INCOME Income for the second quarter of 2004 was $35,000 compared to $153,000 for the same period last year. The most significant factor contributing to this $118,000 decrease in income is an increase of $305,000 in provision for loan losses. In 2003, a large recovery of $270,000 was booked to the loan loss provision account decreasing the amount necessary to replenish the allowance for loan losses. This compares to the expense as of June 30, 2004 of $190,000 in provision expense without any large recoveries. Interest income increased $30,000 over the same period last year. Interest on loans increased $59,000 from $1,819,000 at June 30, 2003 to $1,878,000 at June 30, 2004 and interest received from investment securities and federal funds sold decreased $29,000. This was due to an increase of $3,194,000 in the average balance of loans from $60,053,000 at June 30, 2003 to $63,247,000 at June 30, 2004. The .07% increase in the yields on interest earning assets was supplemented by lower rates paid on interest-bearing liabilities that declined .09% from an average of .26% as of June 30, 2003 to ..17% as of June 30, 2004. Interest expense decreased $53,000 for the six months ended June 30, 2004 over the same period last year. Noninterest income increased $49,000 for the three-month period as compared to the same period last year. This increase was primarily due to the sale of an ORE parcel for a gain of $88,000, a decrease of $25,000 in service charges on deposit accounts, and a decrease of $14,000 in cardholder & other credit card income. Noninterest expense increased $6,000 for the three-month period as compared to the same period last year. 8 The provision for income taxes decreased $61,000 compared to the same period last year. Item 3 Controls and Procedures The certifying officers of the Company have evaluated the Company's disclosure controls and procedures as of a date within 90 days of the filing date of this report and have concluded that such controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. The regular annual meeting of shareholders of BOL BANCSHARES, INC., was held on April 13, 2004. All incumbent directors were re-elected. Laporte, Sehrt, Romig and Hand was approved as the independent auditors. There were no other matters voted upon at the meeting. Below are the names of the nominees who were elected to continue their term as directors and the number of shares cast. The total shares voting were 132,067. Number of Shares Nominee For Against Abstain James A. Comiskey 131,671 228 168 Lionel J. Favret 131,671 228 168 Leland L. Landry 131,671 228 168 Douglas A. Schonacher 131,671 228 168 G. Harrison Scott 131,671 228 168 Shannon S. Chouest 131,671 228 168 Item 6 Exhibits and Reports on Form 8-K A. Exhibits 31.1 Section 302 Principal Executive Officer Certification 31.2 Section 302 Principal Financial Officer Certification 32.1 Section 1350 Certification 32.2 Section 1350 Certification B. Reports on Form 8-K No reports have been filed on Form 8-K during this quarter. 9 BOL BANCSHARES, INC. SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BOL BANCSHARES, INC. (Registrant) /s/ G. Harrison Scott August 10, 2004 G. Harrison Scott Date Chairman (in his capacity as a duly authorized officer of the Registrant) /s/ Peggy L. Schaefer Peggy L. Schaefer Treasurer (in her capacity as Chief Accounting Officer of the Registrant) 10 EX-31 3 rex311604.txt EXHIBIT 31.1 6/2004 Exhibit 31.1 I, G. Harrison Scott, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Bol Bancshares, Inc; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions); a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 10, 2004 /s/ G. Harrison Scott Chairman (in his capacity as a duly authorized officer of the Registrant) EX-31 4 rex312604.txt EXHIBIT 31.2 6/2004 Exhibit 31.2 I, Peggy L. Schaefer, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Bol Bancshares, Inc; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions); a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal control; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 10, 2004 /s/ Peggy L. Schaefer Treasurer (in her capacity as Chief Accounting Officer of the Registrant) EX-32 5 rex321604.txt EXHIBIT 32.1 6/2004 Exhibit 32.1 CERTIFICATION OF PERIODIC REPORT Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350 The undersigned hereby certifies that (i) the foregoing Quarterly Report on Form 10-QSB filed by BOL Bancshares, Inc. (the "Registrant") for the quarter ended June 30, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ G. Harrison Scott August 10, 2004 G. Harrison Scott Date Chairman (in his capacity as duly authorized officer of the Registrant) EX-32 6 rex322604.txt EXHIBIT 32.2 6/2004 Exhibit 32.2 CERTIFICATION OF PERIODIC REPORT Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350 The undersigned hereby certifies that (i) the foregoing Quarterly Report on Form 10-QSB filed by BOL Bancshares, Inc. (the "Registrant") for the quarter ended June 30, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in that Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. /s/ Peggy L. Schaefer August 10, 2004 Peggy L. Schaefer Date Treasurer (in her capacity as Chief Accounting Officer of the Registrant) -----END PRIVACY-ENHANCED MESSAGE-----