HIGH POINT, N.C. , Oct. 29, 2012/PRNewswire/ -- BNC Bancorp (NASDAQ: BNCN) ("Company"), parent company for Bank of North Carolina ("Bank"), today reported financial results for the third quarter of 2012.

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For the quarter ended September 30, 2012, excluding one-time transaction related expenses, adjusted net income totaled $2.6 million, an increase of 4% compared to the $2.5 million exclusive of one-time costs for the quarter ended September 30, 2011. During the three months ended September 30, 2012 and 2011, the Company incurred $1.9 million and $109,000, respectively, of expenses associated with merger and acquisition activities.

For the nine months ended September 30, 2012, excluding one-time transaction related expenses, adjusted net income totaled $7.8 million, an increase of 34% compared to the $5.8 million exclusive of one-time costs for the nine months ended September 30, 2011. During the nine months ended September 30, 2012 and 2011, the Company incurred $3.8 million and $368,000, respectively, of expenses associated with merger and acquisition activities.

Total assets at September 30, 2012 were $2.71 billion, an increase of $256.2 million, or 10%, compared to $2.45 billion at December 31, 2011. The increase was due to strong organic growth in our North Carolina franchise, along with the acquisition and integration of KeySource Financial ("KeySource"), Carolina Federal Savings Bank ("Carolina Federal") and, to a lesser extent, two branches that were acquired from The Bank of Hampton Roads ("BHR") during this period.

On a GAAP basis, for the quarter ended September 30, 2012, net income totaled $1.4 million, a decrease of 43% compared to the $2.4 million for the quarter ended September 30, 2011. Net income available to common shareholders was $788,000, or $0.04 per diluted share, which is a decrease of 57% compared to the $1.8 million, or $0.18 per diluted share, reported for the third quarter in 2011. As noted above, during the three months ended September 30, 2012, the Company incurred $1.9 million of expenses associated with merger and acquisition activities, which reduced after-tax diluted earnings per share by $0.05.

On a GAAP basis, for the nine months ended September 30, 2012, net income totaled $5.4 million, a slight decrease when compared to net income of $5.5 million for the nine months ended September 30, 2011. Net income available to common shareholders for the nine months ended September 30, 2012 was $3.6 million, or $0.25 per diluted share, compared to $3.7 million, or $0.37 per diluted share, for the nine months ended September 30, 2011. During the nine months ended September 30, 2012, the Company incurred $3.8 million of expenses associated with merger and acquisition activities, which reduced after-tax diluted earnings per share by $0.15.

Highlights for Quarter ended September 30, 2012:

• $72.5 million private placement of preferred stock was converted to common equity in July
  • Fully converted tangible common equity ratio at 7.12%
• All Series A Preferred Stock issued through the United States Treasury's Capital Purchase Program was auctioned to private investors on August 29
  • BNC repurchased the related warrants issued to the Treasury
• Closed and successfully converted the core systems and operations of KeySource in Durham
• Closed and successfully converted the accounts and operations of the Cary and Chapel Hill branch purchases from BHR
• Classified assets declined from $116 million to $113 million, during a quarter when total assets increased by $268 million
• Grew core deposits by $210 million and reduced wholesale deposits to 23% of assets
• Mortgage division closed over $80 million in new loan originations during the quarter, resulting in income and fees of over $1.9 million
• Loan pipeline remains strong in each of our newer markets, despite growing competition from the larger regional and national banks. 

W. Swope Montgomery, Jr., President and CEO, stated, "As noted in the highlights above, for another quarter our Company made significant strides towards integrating our many strategic initiatives, all which should propel the Company into the future with greater diversity, momentum and financial strength. Successfully integrating operations of both KeySource in Durham and the BHR offices during the quarter is a testament to our internal integration and support teams. The feedback has been incredibly positive and we are already aggressively playing offense in these new markets.

I am also pleased to report that during the quarter the Treasury auctioned their ownership in our Series A preferred stock to private investors and we subsequently repurchased the related warrants from the Treasury, officially ending our participation in the Treasury's Capital Purchase Program. During the period we were in the CPP program, the Treasury earned a return of 16.7%, BNC originated more than $850 million in loans to local individuals and small-businesses, and added an additional 369 employees. We view this as a definite win for the taxpayers and for our local communities."

Montgomery noted, "We continue to see results from our aggressive workout efforts in our credit portfolio, primarily isolated to our 2006-2008 vintage credits, as evidenced by our non-covered classified assets declining to $113 million from a high of $143 million at the end of the first quarter 2012. We continue to attack this issue from two fronts. One, we continue to reduce the nominal dollars outstanding in these vintages through impairment recognition and liquidations, and two, as we grow the balance sheet and revenues both organically and through acquisitions, these vintage credits become a smaller relative piece of the Company. With the expected close of the First Trust transaction in the fourth quarter, acquired loans carried at fair value will constitute approximately 32% of outstanding loans; and the construction, acquisition and development, and land portfolio originated prior to 2009, which has been reduced to $63 million, will account for less than 3% of the total portfolio.

Since 2008, when we were primarily a Triad based bank with 60% reliance on wholesale funding, we have transitioned our Company to a regional bank serving the top markets across the Carolinas. Today I am proud that this expansion has allowed us to reduce our reliance on wholesale funding to under 30% and heading lower, create asset generation opportunities in markets that are recovering and growing much faster than the Triad, and built a senior management team that has been referred to by a seasoned industry analyst as the strongest of any community bank in the Carolinas. Over these past four years we have concentrated on fortifying and diversifying our balance sheet, and we are pleased with the results. As we look to the coming quarters, through many internal initiatives we will be taking the next step in our transition, which we believe will return our operating performance to levels that are indicative of a well-balanced, high performance company."

Operating Results

Net interest income for the third quarter of 2012 was $19.8 million, an increase of $2.9 million from the comparable period last year. Net interest income for the nine months ended September 30, 2012 was $56.5 million, an increase of $6.2 million from the comparable period last year. Fully taxable-equivalent ("FTE") net interest margin at 3.75% decreased by 4 basis points from the third quarter of 2011. Compared to the second quarter of 2012, net interest margin (FTE) increased 4 basis points from 3.71%.

During the third quarter of 2012, the Company's average yield on interest-earning assets decreased 29 basis points and 7 basis points when compared to the third quarter of 2011 and second quarter of 2012, respectively. Loan accretion during the third quarter of 2012 totaled $1.1 million, compared to $1.0 million in the third quarter of 2011 and $1.0 million in the second quarter of 2012.

During the third quarter of 2012, the Company's average cost of interest-bearing liabilities decreased 18 basis points and 5 basis points when compared to the third quarter of 2011 and the second quarter of 2012, respectively. Decreases in the average cost of deposits were offset by cash flow hedging expenses totaling $2.0 million for the third quarter of 2012, compared to $1.4 million for the third quarter of 2011 and $1.9 million for the second quarter of 2012. Without the cash flow hedging expense included in deposit expenses, net interest margin (FTE) for the third quarter of 2012 was 4.11%, compared to 4.12% for the third quarter of 2011 and 4.08% for the second quarter of 2012.

Non-interest income was $5.3 million for the third quarter of 2012, compared to non-interest income of $3.8 million for the third quarter of 2011 and $11.7 million for the second quarter of 2012. Excluding the acquisition gain from a FDIC-assisted transaction recorded in the second quarter of 2012, FDIC-related income, and gains on sale of securities, non-interest income was $3.8 million for the three months ended September 30, 2012, an increase of 49.6% from the comparable period of 2011 and 3.1% from the second quarter of 2012. The increase was primarily driven by increases in mortgage fee income.

Non-interest income was $22.7 million for the nine months ended September 30, 2012, compared to $8.6 million for the comparable period of 2011. Included in non-interest income for the nine months ended September 30, 2012 was $7.7 million of acquisition gain from a FDIC-assisted transaction, $2.4 million of gains on sale of securities, and $2.1 million of income associated with FDIC receivable and related loss-share receipts. Excluding FDIC-related income, acquisition gains, and gains on sale of securities, non-interest income was $10.6 million for the nine months ended September 30, 2012, an increase of 46.5% from the comparable period of 2011. The increase was primarily driven by increased mortgage fee income and SBA income.

Non-interest expense was $20.4 million for the third quarter of 2012, compared to $14.7 million for the third quarter of 2011 and $19.2 million for the second quarter of 2012. In comparison to the third quarter of 2011, salaries and employee benefits increased $2.1 million, primarily as a result of acquisitions made since the fourth quarter of 2011, as well as continued franchise growth. Professional services expenses also increased by $1.5 million in comparison to the same period in the prior year due to acquisitions and other strategic initiatives. In addition, we recorded a $1.6 million valuation adjustment related to our other real estate owned ("OREO") properties, as compared to a $936,000 valuation adjustment in the same period of 2011.

Non-interest expense was $57.4 million for the nine months ended September 30, 2012, compared to $44.3 million for the comparable period of 2011. These increases were due to the addition of full-time equivalent employees and facilities as a result of the acquisitions that have been made since the fourth quarter of 2011, as well as continued investments in mortgage originations and overall franchise growth. These personnel additions are expected to contribute to our long-term focus on driving both top line and fee income growth. We also recorded $4.3 million of valuation adjustments for OREO during the nine months ended September 30, 2012, an increase from the $3.0 million recorded in the comparable period of 2011.

Included in non-interest expense for the three and nine months ended September 30, 2012 was merger and transactional costs totaling $1.9 million and $3.8 million, respectively. Included in merger and transactional costs were expenses associated with professional fees, contract cancellations, personnel costs, and data processing and system conversion expenses. The following is a summary of merger and transactional costs by transaction:

The following table represents the components of non-interest income and non-interest expense:

Additional Operating Highlights

Since September 2011, total portfolio loans have increased $327.8 million, or 20.8%. At September 30, 2012, the Company's loan portfolio included $269.4 million in loans covered under loss-share agreements and $1.63 billion of non-covered loans. The Company's acquisition of Blue Ridge increased loans covered under loss-share agreements by $65.6 million and the acquisitions of KeySource, Carolina Federal and Regent increased loans not covered by loss-share agreements by $209.5 million. Loans acquired in connection with these transactions are reported at fair value and shown net of any related credit and yield adjustments, from acquisition date.

Total deposits at September 30, 2012 were $2.31 billion, an increase of $190.9 million from December 31, 2011. This increase was due to the $229.1 million of deposits assumed from the acquisitions of KeySource, Carolina Federal and, to a lesser extent, the branches acquired from BHR. This increase was partially offset by a $172.0 million decrease in wholesale deposits from December 31, 2011. Wholesale deposits represent 31.5% of total deposits as of September 30, 2012, a decrease from 42.5% as of December 31, 2011. While overall deposit growth continues to be an emphasis, more important is the increase in transactional account deposits. Over the one-year period, transactional accounts, which are comprised of non-interest bearing and interest-bearing demand accounts, increased $311.6 million, or 32.3%, while wholesale deposits declined $67.8 million. At September 30, 2012, time deposits were 44.7% of total deposits, compared to 50.2% and 47.5% at December 31, 2011 and September 30, 2011, respectively.

Asset Quality

Net loan charge-offs for the third quarter of 2012 were $10.1 million, which included $4.0 million on loans covered under loss-share agreements and $6.1 million on loans not covered under loss-share agreements. The Company's cost for the covered net loan charge-offs was $803,000, with the remainder being reimbursed by the FDIC. Combined with the $6.0 million of non-covered charge-offs, the Company incurred $6.8 million in charge-off losses, or 1.54% of average annualized loans, during the third quarter of 2012, as compared to $5.1 million, or 1.17% reported in the second quarter of 2012.

Nonperforming assets were 5.14% of total assets at September 30, 2012, compared to 5.97% at June 30, 2012. Nonperforming assets not covered by loss-share were 2.27% of total assets not covered by loss-share as of September 30, 2012, compared to 2.31% at June 30, 2012. The covered assets are covered by FDIC loss-share agreements that provide 80% protection on those assets and are being carried at estimated fair value.

During the third quarter of 2012, the Company recorded a provision for loan losses of $3.7 million, an increase from the $3.5 million recorded during the third quarter of 2011 and a decrease of $4.6 million from the amount recorded during the second quarter of 2012. Of the $3.7 million in provision expense, $3.6 million related to legacy non-covered loans. During the third quarter of 2012, the Company recorded a gross provision of $380,000 for loss-share loans, of which $304,000 was recorded through a FDIC indemnification asset and the remaining $76,000 was recorded through the Company's provision expense. The allowance for loan losses was $34.8 million at September 30, 2012, $40.9 million at June 30, 2012 and $31.0 million at December 31, 2011. Loan loss reserves to total portfolio loans were 1.83% and 2.32% at September 30, 2012 and June 30, 2012, respectively, compared to 1.81% reported at December 31, 2011. Excluding the loans acquired that are marked to fair value, loan loss reserves to period-end loans not covered by loss-share decreased from 1.91% reported at June 30, 2012 to 1.71% at September 30, 2012.

Nonaccrual loans not covered by loss-share agreements totaled $25.1 million at September 30, 2012, a slight decrease from $25.4 million at June 30, 2012. Non-covered loans migrating into nonaccrual status during the quarter totaled $14.0 million, of which $2.8 million were from performing Troubled Debt Restructurings ("TDRs"), which was offset by write-downs and movements to OREO totaling $14.3 million during the third quarter of 2012. Nonaccrual loans covered by loss-share agreements totaled $54.4 million, a decrease of $7.3 million compared to $61.7 millionat June 30, 2012.

TDRs decreased $2.9 million during the third quarter of 2012 to $50.3 million, of which $10.0 million is covered under loss-share. The decrease is primarily due to charge-offs and movement of restructurings to OREO during the quarter, offset by $4.9 million of new restructurings entered into in the third quarter of 2012.

OREO at September 30, 2012 totaled $55.7 million, a decrease of $3.1 million and $12.8 million from June 30, 2012 and December 31, 2011, respectively. For the third quarter of 2012 sales and valuation adjustments totaled $10.0 million and $3.1 million, respectively, which were partially offset by additions of $9.6 million. At September 30, 2012, the carrying value of loans and OREO covered by loss-share agreements was $269.4 million and $30.1 million, respectively, with a corresponding indemnification receivable from the FDIC of $56.0 million. OREO not covered by loss-share agreements totaled $25.6 million at September 30, 2012, an increase of $1.9 million from the $23.7 million reported at June 30, 2012.

Capital Position

On September 30, 2012, shareholders' equity was $252.2 million, an increase of $88.3 million from December 31, 2011 and an increase of $14.6 million from June 30, 2012. During the second quarter of 2012, the Company successfully closed a $72.5 million private capital raise. Proceeds from the capital raise, after deducting issuance costs, totaled $68.3 million. The Company issued convertible preferred stock at the time of closing the capital raise. On July 17, 2012, shareholders of the Company approved the conversion of the preferred stock into common stock.

During the third quarter of 2012, the Treasury completed the auction to private investors of the Company's preferred stock that was issued to the Treasury in 2008 under the Capital Purchase Program. No proceeds were received in connection with this auction. Subsequent to the auction, the Company repurchased from the Treasury the Company's outstanding warrants to purchase shares of the Company's common stock in the amount of $940,000. This warrant has been cancelled.

All of the Bank's and Company's capital ratios exceeded the minimum thresholds established for a well-capitalized bank by regulatory measures.

On October 16, 2012, the Board of Directors of BNC Bancorp declared a $0.05 per share quarterly cash dividend on its common stock and Series B Preferred stock, payable November 23, 2012 to shareholders of record on November 9, 2012.

About BNC Bancorp and Bank of North Carolina

Headquartered in High Point, NC, BNC Bancorp is the parent company of Bank of North Carolina, a commercial bank with $2.7 billion in assets. Bank of North Carolina provides a complete line of banking and financial services to individuals and businesses through its 35 banking offices in North and South Carolina. The Bank's eight locations in South Carolina operate as BNC Bank. Bank of North Carolina is insured by the FDIC and is an equal housing lender. BNC Bancorp's stock is traded and quoted in the NASDAQ Capital Market under the symbol "BNCN."

Non-GAAP Financial Measures

This press release contains financial information determined by methods other than in accordance with accounting principles generally accepted in the United States. BNC Bancorp's management uses these "non-GAAP" measures in their analysis of the Company's performance. Management believes that these non-GAAP financial measures provide a greater understanding of ongoing operations and enhance comparability of results with prior periods as well as demonstrating the effects of significant gains and charges in the current period. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. See the attached tabular disclosures for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measure.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about companies' anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects the companies from unwarranted litigation if actual results are different from management expectations. This press release contains forward-looking statements relating to the financial condition, results of operations and business of BNC Bancorp and the Bank. These forward-looking statements involve risks and uncertainties and are based on the beliefs and assumptions of the management of BNC Bancorp, and the information available to management at the time that this press release was prepared. Factors that could cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following: (i) general economic or business conditions, either nationally or regionally, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality and/or a reduced demand for credit or other services; (ii) expected cost savings and other benefits anticipated in connection with our acquisitions of KeySource, Carolina Federal, Beach First, Regent, and Blue Ridge may not be fully realized or realized within the expected time frame; (iii) the performance of our mortgage and SBA division; and (iv) anticipated acquisition opportunities may be available on terms acceptable to BNC Bancorp or at all. Additional factors affecting BNC Bancorp and the Bank are discussed in BNC Bancorp's filings with the Securities and Exchange Commission (the "SEC"), Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K. Please refer to the Securities and Exchange Commission's website at www.sec.gov where you can review those documents. BNC Bancorp does not undertake a duty to update any forward-looking statements made in this press release.