U.S. Securities and Exchange Commission

Washington, D.C. 20549

 

Form 10-Q

 

x Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2017

or

¨ Transition Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the transition period ended from                to                    

 

Commission File Number    000-50400   

 

Select Bancorp, Inc.

(Exact name of Registrant as specified in its charter)

 

North Carolina		20-0218264
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

 

700 W. Cumberland Street
Dunn, North Carolina		28334
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code (910) 892-7080

 

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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨

Accelerated filer x

 

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨
	Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

As of November 3, 2017, the Registrant had outstanding 11,662,621 shares of Common Stock, $1.00 par value per share.

 

 

 

		Page No.
Part I.	FINANCIAL INFORMATION
Item 1 -	Financial Statements (Unaudited)
	Consolidated Balance Sheets September 30, 2017 and December 31, 2016	3
	Consolidated Statements of Operations Three Months and Nine Months Ended September 30, 2017 and 2016	4
	Consolidated Statements of Comprehensive Income Three Months and Nine Months Ended September 30, 2017 and 2016	5
	Consolidated Statements of Changes in Shareholders’ Equity Nine Months Ended September 30, 2017 and 2016	6
	Consolidated Statements of Cash Flows Nine Months Ended September 30, 2017 and 2016	7
	Notes to Consolidated Financial Statements	9
Item 2 -	Management’s Discussion and Analysis of Financial Condition and  Results of Operations	46
Item 3 -	Quantitative and Qualitative Disclosures about Market Risk	57
Item 4 -	Controls and Procedures	58
Part II.	OTHER INFORMATION
Item 1 -	Legal Proceedings	59
Item 1A -	Risk Factors	59
Item 2 -	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 3 -	Defaults Upon Senior Securities	59
Item 4 -	Mine Safety Disclosures	59
Item 6 -	Exhibits	60
	Signatures	61

 

 

Part I. Financial Information

Item 1 - Financial Statements

 

SELECT BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

 

		September 30, 2017				December 31,
		(Unaudited)				2016*
		(In thousands, except share
		and per share data)
ASSETS
Cash and due from banks		$	15,518			$	14,372
Interest-earning deposits in other banks			36,793				40,342
Certificates of deposit			1,000				1,000
Investment securities available for sale, at fair value			53,705				62,257
Loans			763,432				677,195
Allowance for loan losses			(8,647	)			(8,411	)
NET LOANS			754,785				668,784
Accrued interest receivable			2,949				2,768
Stock in Federal Home Loan Bank of Atlanta (“FHLB”), at cost			1,712				2,251
Other non-marketable securities			630				703
Foreclosed real estate			2,093				599
Premises and equipment, net			17,353				17,931
Bank owned life insurance			22,610				22,183
Goodwill			6,931				6,931
Core deposit intangible (“CDI”)			547				810
Assets held for sale			846				846
Other assets			5,277				4,863
TOTAL ASSETS		$	922,749			$	846,640
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Demand		$	173,231			$	163,569
Savings			34,214				38,394
Money market and NOW			192,685				174,205
Time			374,892				303,493
TOTAL DEPOSITS			775,022				679,661
Short-term debt			22,366				37,090
Long-term debt			12,372				23,039
Accrued interest payable			302				221
Accrued expenses and other liabilities			2,868				2,356
TOTAL LIABILITIES			812,930				742,367
Shareholders’ Equity:
Preferred stock, no par value, 5,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2017 and December 31, 2016			-				-
Common stock, $1.00 par value, 25,000,000 shares authorized; 11,662,621 and 11,645,413 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively			11,663				11,645
Additional paid-in capital			69,753				69,597
Retained earnings			27,903				22,673
Common stock issued to deferred compensation trust, at cost; 286,432 and 280,432 shares at September 30, 2017 and December 31, 2016, respectively			(2,413	)			(2,340	)
Directors’ Deferred Compensation Plan Rabbi Trust			2,413				2,340
Accumulated other comprehensive income			500				358
TOTAL SHAREHOLDERS’ EQUITY			109,819				104,273
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	922,749			$	846,640

 

* Derived from audited consolidated financial statements.

 

See accompanying notes.

 

 

SELECT BANCORP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2017				2016				2017				2016
		(In thousands, except share and per share data)
INTEREST INCOME
Loans		$	9,592			$	8,369			$	27,323			$	24,576
Federal funds sold and interest-earning deposits in other banks			143				52				350				189
Investments			307				334				963				1,067
TOTAL INTEREST INCOME			10,042				8,755				28,636				25,832
INTEREST EXPENSE
Money market, NOW and savings deposits			140				98				360				291
Time deposits			1,010				642				2,649				1,950
Short-term debt			177				22				295				162
Long-term debt			30				147				297				345
TOTAL INTEREST EXPENSE			1,357				909				3,601				2,748
NET INTEREST INCOME			8,685				7,846				25,035				23,084
PROVISION FOR LOAN LOSSES			202				337				1,091				847
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES			8,483				7,509				23,944				22,237
NON-INTEREST INCOME
Gain on sale of investment securities			-				-				-				22
Service charges on deposit accounts			237				249				668				742
Other fees and income			541				536				1,618				1,718
TOTAL NON-INTEREST INCOME			778				785				2,286				2,482
NON-INTEREST EXPENSE
Personnel			3,549				3,176				10,665				9,465
Occupancy and equipment			555				575				1,619				1,756
Deposit insurance			75				76				222				337
Professional fees			211				263				782				750
CDI amortization			82				105				263				332
Merger/acquisition related expenses			278				-				278				-
Information systems			569				510				1,607				1,543
Foreclosed-related expenses			300				140				291				203
Other			820				786				2,497				2,384
TOTAL NON-INTEREST EXPENSE			6,439				5,631				18,224				16,770
INCOME BEFORE INCOME TAX			2,822				2,663				8,006				7,949
INCOME TAXES			1,043				924				2,776				2,800
NET INCOME			1,779				1,739				5,230				5,149
DIVIDENDS ON PREFERRED STOCK			-				-				-				4
NET INCOME AVAILABLE
TO COMMON SHAREHOLDERS		$	1,779			$	1,739			$	5,230			$	5,145
NET INCOME PER COMMON SHARE
Basic		$	0.15			$	0.15			$	0.45			$	0.44
Diluted		$	0.15			$	0.15			$	0.45			$	0.44
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic			11,662,580				11,627,270				11,659,139				11,601,993
Diluted			11,717,533				11,666,280				11,711,830				11,647,915

 

See accompanying notes.

 

 

SELECT BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2017				2016				2017				2016
		(In thousands)
Net income		$	1,779			$	1,739			$	5,230			$	5,149
Other comprehensive income (loss):
Unrealized gain (loss) on investment securities available for sale			(11	)			(259	)			222				840
Tax effect			5				97				(80	)			(300	)
			(6	)			(162	)			142				540
Reclassification adjustment for gain included in net income			-				-				-				(22	)
Tax effect			-				-				-				8
			-				-				-				(14	)
Total			(6	)			(162	)			142				526
Total comprehensive income		$	1,773			$	1,577			$	5,372			$	5,675

 

See accompanying notes.

 

 

SELECT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(in thousands, except share data)

 

																										Common
																										Stock
																										Issued								Accumulated
																		Additional								to Deferred								Other				Total
		Preferred Stock								Common Stock								paid-in				Retained				Compensation				Deferred				Comprehensive				Shareholders’
		Shares				Amount				Shares				Amount				Capital				Earnings				Trust				Comp Plan				Income				Equity
Balance at December 31, 2015			7,645			$	7,645				11,583,011			$	11,583			$	69,061			$	15,923			$	(2,139	)		$	2,139			$	490			$	104,702
Net income			-				-				-				-				-				5,149				-				-				-				5,149
Other comprehensive income, net			-				-				-				-				-				-				-				-				526				526
Preferred stock dividends paid			-				-				-				-				-				(4	)			-				-				-				(4	)
Preferred stock redemption			(7,645	)			(7,645	)			-				-				-				-				-				-				-				(7,645	)
Stock option exercises			-				-				49,181				49				361				-				-				-				-				410
Stock based compensation			-				-				-				-				53				-				-				-				-				53
Director equity incentive plan, net			-				-				-				-				-				-				(122	)			122				-				-
Balance at September 30, 2016			-			$	-				11,632,192			$	11,632			$	69,475			$	21,068			$	(2,261	)		$	2,261			$	1,016			$	103,191
Balance at December 31, 2016			-			$	-				11,645,413			$	11,645			$	69,597			$	22,673			$	(2,340	)		$	2,340			$	358			$	104,273
Net income			-				-				-				-				-				5,230				-				-				-				5,230
Other comprehensive income, net			-				-				-				-				-				-				-				-				142				142
Stock option exercises			-				-				17,208				18				86				-				-				-				-				104
Stock based compensation			-				-				-				-				70				-				-				-				-				70
Director equity incentive plan, net			-				-				-				-				-				-				(73	)			73				-				-
Balance at September 30, 2017			-			$	-				11,662,621			$	11,663			$	69,753			$	27,903			$	(2,413	)		$	2,413			$	500			$	109,819

 

See accompanying notes.

 

 

SELECT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 

		Nine Months Ended
		September 30,
		2017				2016
		(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income		$	5,230			$	5,149
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses			1,091				847
Depreciation and amortization of premises and equipment			862				808
Amortization and accretion of investment securities			419				579
Amortization of deferred loan fees and costs			(438	)			(346	)
Amortization of core deposit intangible			263				332
Stock-based compensation			70				53
Accretion on acquired loans			(633	)			(905	)
Amortization of acquisition premium on time deposits			(229	)			(542	)
Net accretion of acquisition discount on borrowings			(87	)			(212	)
Increase in cash surrender value of bank owned life insurance			(427	)			(444	)
Net loss on sale and write-downs of foreclosed real estate			214				164
Gain on sale of premises and equipment			(9	)			-
Net write-down on assets held for sale			-				13
Net gain on investment security sales			-				(22	)
Change in assets and liabilities:
Net change in accrued interest receivable			(181	)			(134	)
Net change in other assets			(494	)			17
Net change in accrued expenses and other liabilities			593				1,139
NET CASH PROVIDED BY OPERATING ACTIVITIES			6,244				6,496
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase (redemption) of FHLB stock			539				(228	)
Purchase (redemption) of non-marketable security			73				(45	)
Purchase of investment securities available for sale			(759	)			(1,517	)
Maturities of investment securities available for sale			4,255				9,434
Mortgage-backed securities pay-downs			4,859				6,788
Proceeds from sale of investment securities available for sale			-				624
Net change in loans outstanding			(88,516	)			(34,215	)
Proceeds from sale of foreclosed real estate			787				1,831
Proceeds from sale of premises and equipment			-				400
Purchases of premises and equipment			(275	)			(629	)
NET CASH USED BY INVESTING ACTIVITIES			(79,037	)			(17,557	)

 

See accompanying notes.

 

 

SELECT BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)

 

		Nine Months Ended
		September 30,
		2017				2016
		(In thousands)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits		$	95,590			$	26,502
Proceeds from short-term debt			-				22,000
Repayments on short-term debt			(14,724	)			(18,493	)
Repayments on long-term debt			(10,580	)			(1,124	)
Preferred stock dividends paid			-				(4	)
Redemption of preferred stock			-				(7,645	)
Proceeds from stock option exercises			104				410
NET CASH PROVIDED BY FINANCING ACTIVITIES			70,390				21,646
NET CHANGE IN CASH AND CASH EQUIVALENTS			(2,403	)			10,585
CASH AND CASH EQUIVALENTS, BEGINNING			55,714				63,409
CASH AND CASH EQUIVALENTS, ENDING		$	53,311			$	73,994
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest		$	3,520			$	2,790
Income Taxes			2,322				1,772
Non-cash transactions:
Unrealized gains on investment securities available for sale, net of tax			142				526
Transfers from loans to foreclosed real estate			2,495				1,142
Transfers from premises and equipment to assets held for sale			-				768

 

See accompanying notes.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE A - BASIS OF PRESENTATION

 

Select Bancorp, Inc. (“Company”) is a bank holding company whose principal business activity consists of ownership of Select Bank & Trust Company (referred to as the “Bank”). In 2004, the Company formed New Century Statutory Trust I, which issued trust preferred securities to provide additional capital for general corporate purposes, including the current and future expansion of the Company. New Century Statutory Trust I is not a consolidated subsidiary of the Company. On July 25, 2014 the Company changed its name from New Century Bancorp, Inc. to Select Bancorp, Inc. following its acquisition by merger of Select Bancorp, Inc., Greenville, NC (which we refer to herein as “Legacy Select”). The Company is subject to the rules and regulations of the Board of Governors of the Federal Reserve System and the North Carolina Commissioner of Banks.

 

Select Bank & Trust Company was originally incorporated as New Century Bank on May 19, 2000 and began banking operations on May 24, 2000. On July 25, 2014, in connection with the Company’s acquisition of Legacy Select, the Bank changed its name from New Century Bank to Select Bank & Trust Company following the merger of the two banking corporations. The Bank is the only banking subsidiary of the Company, and its headquarters and operations center are located in Dunn, NC. The Bank is engaged in general commercial and retail banking in central and eastern North Carolina and operates under the banking laws of North Carolina and the rules and regulations of the Federal Deposit Insurance Corporation and the North Carolina Commissioner of Banks. The Bank undergoes periodic examinations by those regulatory authorities.

 

All significant inter-company transactions and balances have been eliminated in consolidation. In management’s opinion, the financial information, which is unaudited, reflects all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the financial information as of and for the three and nine month periods ended September 30, 2017 and 2016, in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

The preparation of consolidated financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements, as well as the amounts of income and expense during the reporting period. Actual results could differ from those estimates. Operating results for the three and nine month periods ended September 30, 2017 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017.

 

The organization and business of the Company, accounting policies followed by the Company and other relevant information are contained in the notes to the financial statements filed as part of the Company’s 2016 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2017. This quarterly report should be read in conjunction with the Annual Report.

 

Certain reclassifications of the information in prior periods were made to conform to the September 30, 2017 presentation. Such reclassifications had no effect on shareholders’ equity or net income as previously reported.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE B - PER SHARE RESULTS

 

Basic net income per share is computed based upon the weighted average number of shares of common stock outstanding during the period. Diluted net income per share includes the dilutive effect of stock options outstanding during the period. At September 30, 2017 and 2016 there were 152,300 and 123,800 anti-dilutive options outstanding, respectively.

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2017				2016				2017				2016
Weighted average shares used for basic net income available to common shareholders			11,662,580				11,627,270				11,659,139				11,601,993
Effect of dilutive stock options			54,953				39,010				52,691				45,922
Weighted average shares used for diluted net income available to common shareholders			11,717,533				11,666,280				11,711,830				11,647,915

 

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

 

The following summarizes recent accounting pronouncements and their expected impact on the Company:

 

ASU 2014-09, Revenue from Contracts with Customers (Topic 606), ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ASU 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU 2016-11 Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, ASU 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, and ASU 2017-05 Other Income - Gains and losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20) - Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets — In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The new guidance, which does not apply to financial instruments, provides that revenue should be recognized for the transfer of goods and services to customers in an amount equal to the consideration it receives or expects to receive. The guidance also includes expanded disclosure requirements that provide comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company currently plans to adopt the guidance using the modified retrospective method and without electing any of the practical expedients available. The Company has performed an analysis of the guidance and it is not expected to have a significant impact on the Company's financial position or results of operations but will increase disclosures of revenue.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements (Continued)

 

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-based Payment Accounting, to simplify several aspects of the accounting for share-based payment award transactions including the income tax consequences, the classification of awards as either equity or liabilities, including the tax effect of forfeitures and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them to apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value. The amendments were effective for the Company for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company adopted these amendments to its financial statements during the first quarter of 2017 with a positive impact to net earnings as an excess tax benefit of $4,000 was recorded through the income statement rather than additional paid in capital.

 

In January 2016, FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements and (vii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The accounting guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is prohibited except for the presentation in other comprehensive income of the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk which may be early adopted. The guidance is not expected to have a significant impact on the Company's financial position, results of operations or disclosures.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 applies a right-of-use (ROU) model that requires a lessee to record, for all leases with a lease term of more than 12 months, an asset representing its right to use the underlying asset and a liability to make lease payments. For leases with a term of 12 months or less, a practical expedient is available whereby a lessee may elect, by class of underlying asset, not to recognize an ROU asset or lease liability. At inception, lessees must classify all leases as either finance or operating based on five criteria. Balance sheet recognition of finance and operating leases is similar, but the pattern of expense recognition in the income statement, as well as the effect on the statement of cash flows, differs depending on the lease classification.  For public business entities, the amendments in ASU 2016-02 are effective for interim and annual periods beginning after December 15, 2018.   In transition, lessees and lessors are required to recognize and measure leases

 

  

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements (Continued)

 

at the beginning of the earliest period presented using a modified retrospective approach which includes a number of optional practical expedients that entities may elect to apply.  The Company has reviewed its outstanding lease agreements and has centrally documented the terms of its leases.  The Company is currently evaluating the provisions of ASU 2016-02 in relation to its outstanding leases to determine the potential impact the new standard will have to the Company’s financial statements.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments guidance to change the accounting for credit losses and modify the impairment model for certain debt securities. ASU 2016-13 requires an entity to utilize a new impairment model known as the current expected credit loss ("CECL") model to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset.  The CECL model is expected to result in earlier recognition of credit losses.  ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities.  The updated guidance is effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years.  Early adoption is permitted.  Entities will apply the standard's provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted.   The Company has dedicated staff and resources in place evaluating the Company’s options including evaluating the appropriate model options and collecting and reviewing loan data for use in these models.  The Company is still assessing the impact that this new guidance will have on its consolidated financial statements.

 

In August 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. The Company does not expect these amendments to have a material effect on its financial statements.

 

In January 2017, the FASB updated the Accounting Changes and Error Corrections and the Investments—Equity Method and Joint Ventures Topics of the Accounting Standards Codification.  The ASU incorporates into the Accounting Standards Codification recent SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on financial statements of adopting the revenue, leases, and credit losses standards.  The ASU was effective upon issuance. The Company is currently evaluating the impact on additional disclosure requirements as each of the standards is adopted; however, it does not expect these amendments to have a material effect on its financial position, results of operations or cash flows.

 

In January 2017, the FASB amended the Goodwill and Other Topic of the Accounting Standards Codification to simplify the accounting for goodwill impairment for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendment removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.  The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

Recent Accounting Pronouncements (Continued)

 

impairment tests performed on testing dates after January 1, 2017.  The Company does not expect these amendments to have a material effect on its financial statements.

 

In February 2017, the FASB amended the Other Income Topic of the Accounting Standards Codification to clarify the scope of the guidance on nonfinancial asset derecognition as well as the accounting for partial sales of nonfinancial assets. The amendments conform the derecognition guidance on nonfinancial assets with the model for transactions in the new revenue standard. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

 

In May 2017, the FASB amended the requirements in the Compensation—Stock Compensation Topic of the Accounting Standards Codification related to changes to the terms or conditions of a share-based payment award. The amendments provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The amendments will be effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

 

From time to time, the FASB issues exposure drafts for proposed statements of financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed statements on the consolidated financial statements of the Company and monitors the status of changes to and proposed effective dates of exposure drafts.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTED D - FAIR VALUE MEASUREMENTS

 

Accounting Standards Codification (“ASC”) 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements, but clarifies and standardizes some divergent practices that have emerged since prior guidance was issued. ASC 820 creates a three-level hierarchy under which individual fair value estimates are to be ranked based on the relative reliability of the inputs used in the valuation.

 

Fair value estimates are made at a specific moment in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument.

 

Because no active market readily exists for a portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

 

Fair Value Hierarchy

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

 

·

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

 

·

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

 

·

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

 

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value on a recurring basis.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE D – FAIR VALUE MEASUREMENTS (continued)

 

Investment Securities Available-for-Sale (“AFS”)

Investment securities available-for-sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include U.S. government agency securities, mortgage-backed securities issued by government sponsored entities, and municipal bonds. There have been no changes in valuation techniques for the three and nine months ended September 30, 2017. Valuation techniques are consistent with techniques used in prior periods.

 

The following tables summarize quantitative disclosures about the fair value measurement for each category of assets carried at fair value on a recurring basis as of September 30, 2017 and December 31, 2016 (in thousands):

 

						Quoted Prices in				Significant
Investment securities						Active Markets				Other				Significant
available for sale						for Identical				Observable				Unobservable
September 30, 2017		Fair value				Assets (Level 1)				Inputs (Level 2)				Inputs (Level 3)
U.S. government agencies – GSE's		$	10,644			$	-			$	10,644			$	-
Mortgage-backed securities - GSE's			28,939				-				28,939				-
Municipal bonds			14,122				-				14,122				-
Total		$	53,705			$	-			$	53,705			$	-

 

						Quoted Prices in				Significant
Investment securities						Active Markets				Other				Significant
available for sale						for Identical				Observable				Unobservable
December 31, 2016		Fair value				Assets (Level 1)				Inputs (Level 2)				Inputs (Level 3)
U.S. government agencies – GSE's		$	14,159			$	-			$	14,159			$	-
Mortgage-backed securities - GSE's			32,363				-				32,363				-
Municipal bonds			15,735				-				15,735				-
Total		$	62,257			$	-			$	62,257			$	-

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE D – FAIR VALUE MEASUREMENTS (continued)

 

The following is a description of valuation methodologies used for assets recorded at fair value on a non-recurring basis.

 

Loans

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC 310 “Receivables”. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, or liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At September 30, 2017 and December 31, 2016, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. Impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the impaired loan as non-recurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the impaired loan as non-recurring Level 3. The significant unobservable input used in the fair value measurement of the Company’s impaired loans is the discount applied to appraised values to account for expected liquidation and selling costs. At September 30, 2017, the discounts to appraised value used are weighted between 6% and 61%. There were no transfers between levels from the prior reporting periods, and there have been no changes in valuation techniques for the three months ended September 30, 2017.

 

Foreclosed Real Estate

Foreclosed real estate are properties recorded at estimated fair value less estimated selling costs. Inputs include appraised values on the properties or recent sales activity for similar assets in the property’s market. Therefore, foreclosed real estate is classified within Level 3 of the hierarchy. The significant unobservable input used in the fair value measurement of the Company’s foreclosed real estate is the discount applied to appraised values to account for expected liquidation and selling costs. At September 30, 2017, the discounts used ranged between 6% and 10%. There have been no changes in valuation techniques for the three months ended September 30, 2017.

 

Assets held for sale

During 2015, a branch facility was taken out of service as part of the Company’s branch restructuring plan and reclassified as held for sale. The property is recorded at the remaining book balance of the asset or an estimated fair value less estimated selling costs, whichever is less. Inputs include appraised values on the properties or recent sales activity for similar assets in the property’s market. The significant unobservable input used is the discount applied to appraised values to account for expected liquidation and selling costs which ranged between 1% and 25% at September 30, 2017. There have been no changes in the valuation techniques for the three months ended September 30, 2017.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE D – FAIR VALUE MEASUREMENTS (continued)

 

The following tables summarize quantitative disclosures about the fair value measurement for each category of assets carried at fair value on a non-recurring basis as of September 30, 2017 and December 31, 2016 (in thousands):

 

						Quoted Prices in				Significant
						Active Markets				Other				Significant
Asset Category						for Identical				Observable				Unobservable
September 30, 2017		Fair value				Assets (Level 1)				Inputs (Level 2)				Inputs (Level 3)
Impaired loans		$	2,013			$	-			$	-			$	2,013
Asset held for sale			846				-				-				846
Foreclosed real estate			2,093				-				-				2,093
Total		$	4,952			$	-			$	-			$	4,952

 

						Quoted Prices in				Significant
						Active Markets				Other				Significant
Asset Category						for Identical				Observable				Unobservable
December 31, 2016		Fair value				Assets (Level 1)				Inputs (Level 2)				Inputs (Level 3)
Impaired loans		$	5,805			$	-			$	-			$	5,805
Asset held for sale			846				-				-				846
Foreclosed real estate			599				-				-				599
Total		$	7,250			$	-			$	-			$	7,250

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE D – FAIR VALUE MEASUREMENTS (continued)

 

The following table presents the carrying values and estimated fair values of the Company's financial instruments at September 30, 2017 and December 31, 2016:

 

		September 30, 2017
		Carrying				Estimated
		Amount				Fair Value				Level 1				Level 2				Level 3
		(In thousands)
Financial assets:
Cash and due from banks		$	15,518			$	15,518			$	15,518			$	-			$	-
Certificates of deposit			1,000				1,000				1,000				-				-
Interest-earning deposits in other banks			36,793				36,793				36,793				-				-
Investment securities available for sale			53,705				53,705				-				53,705				-
Loans, net			754,785				757,055				-				-				757,055
Accrued interest receivable			2,949				2,949				-				2,949				-
Stock in FHLB			1,712				1,712				-				-				1,712
Other non-marketable securities			630				630				-				-				630
Financial liabilities:
Deposits		$	775,022			$	773,189			$	-			$	773,189			$	-
Short-term debt			22,366				22,366				-				22,366				-
Long-term debt			12,372				6,982				-				6,982				-
Accrued interest payable			302				302				-				302				-

 

		December 31, 2016
		Carrying				Estimated
		Amount				Fair Value				Level 1				Level 2				Level 3
		(in thousands)
Financial assets:
Cash and due from banks		$	14,372			$	14,372			$	14,372			$	-			$	-
Certificates of deposits			1,000				1,000				1,000				-				-
Interest-earning deposits in other banks			40,342				40,342				40,342				-				-
Investment securities available for sale			62,257				62,257				-				62,257				-
Loans, net			668,784				671,208				-				-				671,208
Accrued interest receivable			2,768				2,768				-				2,768				-
Stock in the FHLB			2,251				2,251				-				-				2,251
Other non-marketable securities			703				703				-				-				703
Financial liabilities:
Deposits		$	679,661			$	678,328			$	-			$	678,328			$	-
Short-term debt			37,090				37,177				-				37,177				-
Long-term debt			23,039				17,649				-				17,649				-
Accrued interest payable			221				221				-				221				-

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE D – FAIR VALUE MEASUREMENTS (continued)

 

Cash and Due from Banks, Certificates of Deposit, Interest-Earning Deposits in Other Banks and Federal Funds Sold

 

The carrying amounts for cash and due from banks, certificates of deposit, interest-earning deposits in other banks and federal funds sold approximate fair value because of the short maturities of those instruments.

 

Investment Securities Available for Sale

 

Fair value for investment securities available for sale equals quoted market price if such information is available. If a quoted market price is not available, fair value is estimated using prices quoted for similar investments or quoted market prices obtained from independent pricing services.

 

Loans

 

For certain homogenous categories of loans, such as residential mortgages, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. However, the values likely do not represent exit prices due to distressed market conditions.

 

Stock in Federal Home Loan Bank of Atlanta

 

The fair value for FHLB stock approximates carrying value, based on the redemption provisions of the FHLB stock.

 

Other Non-Marketable Securities

 

The fair value of equity instruments in other non-marketable securities is assumed to approximate carrying value.

 

Deposits

 

The fair value of demand, savings, and money market and NOW deposits is the amount payable on demand at the reporting date. The fair values of time deposits are estimated using the rates currently offered for instruments of similar remaining maturities.

 

Short-term Debt

 

Short-term debt consists of repurchase agreements and FHLB advances with maturities of less than twelve months. The carrying values of these instruments is a reasonable estimate of fair value.

 

Long-term Debt

 

The fair values of long-term debt are based on discounted expected cash flows at the interest rate for debt with the same or similar remaining maturities and collateral requirements.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE D – FAIR VALUE MEASUREMENTS (continued)

 

Accrued Interest Receivable and Accrued Interest Payable

 

The carrying amounts of accrued interest receivable and payable approximate fair value because of the short maturities of these instruments.

 

Financial Instruments with Off-Balance Sheet Risk

 

With regard to financial instruments with off-balance sheet risk, it is not practicable to estimate the fair value of future financing commitments.

 

NOTE E - INVESTMENT SECURITIES

 

The amortized cost and fair value of available for sale investments (“AFS”), with gross unrealized gains and losses, follow:

 

		September 30, 2017
						Gross				Gross
		Amortized				unrealized				unrealized				Fair
		cost				gains				losses				value
		(dollars in thousands)
Securities available for sale:
U.S. government agencies – GSE’s		$	10,489			$	168			$	(13	)		$	10,644
Mortgage-backed securities – GSE’s			28,589				387				(37	)			28,939
Municipal bonds			13,842				280				-				14,122
		$	52,920			$	835			$	(50	)		$	53,705

 

As of September 30, 2017, accumulated other comprehensive income included net unrealized gains totaling $785,000. Deferred tax liabilities resulting from these net unrealized gains totaled $285,000.

 

The amortized cost and fair value of AFS investments with gross unrealized gains and losses, follow:

 

		December 31, 2016
						Gross				Gross
		Amortized				unrealized				unrealized				Fair
		cost				gains				losses				value
		(in thousands)
Securities available for sale:
U.S. government agencies – GSE’s		$	14,086			$	98			$	(25	)		$	14,159
Mortgage-backed securities – GSE’s			32,082				382				(101	)			32,363
Municipal bonds			15,527				209				(1	)			15,735
		$	61,695			$	689			$	(127	)		$	62,257

 

As of December 31, 2016, accumulated other comprehensive income included net unrealized gains totaling $562,000. Deferred tax liabilities resulting from these net unrealized gains totaled $204,000.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE E - INVESTMENT SECURITIES (continued)

 

The scheduled maturities of securities available for sale, with gross unrealized gains and losses, were as follows:

 

		September 30, 2017
						Gross				Gross
		Amortized				unrealized				unrealized				Fair
		cost				gains				losses				value
		(In thousands)
Securities available for sale:
Within 1 year		$	877			$	11			$	-			$	888
After 1 year but within 5 years			41,013				575				(50	)			41,538
After 5 years but within 10 years			5,774				145				-				5,919
After 10 years			5,256				104				-				5,360
		$	52,920			$	835			$	(50	)		$	53,705

 

		December 31, 2016
						Gross				Gross
		Amortized				unrealized				unrealized				Fair
		cost				gains				losses				value
		(in thousands)
Securities available for sale:
Within 1 year		$	3,735			$	12			$	-			$	3,747
After 1 year but within 5 years			37,615				424				(110	)			37,929
After 5 years but within 10 years			10,695				109				(12	)			10,792
After 10 years			9,650				144				(5	)			9,789
		$	61,695			$	689			$	(127	)		$	62,257

 

Securities with a carrying value of $1.9 million and $34.3 million at September 30, 2017 and December 31, 2016, respectively, were pledged to secure public monies on deposit as required by law, customer repurchase agreements, and access to the Federal Reserve Discount Window.

 

None of the unrealized losses relate to the liquidity of the securities or the issuer’s ability to honor redemption obligations and the Company has the intent and ability to hold these securities to recovery. No other than temporary impairments were identified for these investments having unrealized losses for the periods ended September 30, 2017 and December 31, 2016. In 2016 the Company realized a gain on the disposal of eleven securities and has not sold any securities in 2017.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE E- INVESTMENT SECURITIES (continued)

 

The following tables show the gross unrealized losses and fair value of the Company’s investment securities, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, at September 30, 2017 and December 31, 2016.

 

		September 30, 2017
		Less Than 12 Months								12 Months or More								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		value				losses				value				losses				value				losses
		(dollars in thousands)
Securities available for sale:
U.S. government agencies – GSEs		$	1,420			$	(13	)		$	-			$	-			$	1,420			$	(13	)
Mortgage-backed securities- GSEs			6,660				(29	)			479				(8	)			7,139				(37	)
Municipal bonds			110				-				-				-				110				-
Total temporarily impaired securities		$	8,190			$	(42	)		$	479			$	(8	)		$	8,669			$	(50	)

 

One mortgage-backed GSE had unrealized losses for more than twelve months totaling $8,000 at September 30, 2017. One U.S. government agency GSE, one municipal and six mortgage-backed GSEs had unrealized losses for less than twelve months totaling $42,000 at September 30, 2017. All unrealized losses are attributable to the general trend of interest rates. During the first nine months of 2017 there were no investment security sales. During the first quarter of 2016 gross proceeds of investment sales amounted to $624,000 and gains of $22,000. There were no sales of investment securities in the second or third quarters of 2016.

 

		December 31, 2016
		Less Than 12 Months								12 Months or More								Total
		Fair				Unrealized				Fair				Unrealized				Fair				Unrealized
		value				losses				value				losses				value				losses
		(in thousands)
Securities available for sale:
U.S. government agencies –  GSEs		$	2,748			$	(13	)		$	1,651			$	(12	)		$	4,399			$	(25	)
Mortgage-backed securities- GSEs			8,778				(101	)			-				-				8,778				(101	)
Municipal bonds			110				(1	)			-				-				110				(1	)
Total temporarily impaired securities		$	11,636			$	(115	)		$	1,651			$	(12	)		$	13,287			$	(127	)

  

At December 31, 2016, the Company had two U.S. government agency GSEs with unrealized losses for more than twelve months totaling $12,000. Two U.S. government agency GSEs, one municipal and eight mortgage-backed GSEs had unrealized losses for less than twelve months totaling $115,000 at December 31, 2016. All unrealized losses are attributable to the general trend of interest rates and the abnormal spreads of all debt instruments to U.S. Treasury securities. The Company did not incur a loss on any securities sold during 2016.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS

 

Following is a summary of the composition of the Company’s loan portfolio at September 30, 2017 and December 31, 2016:

 

		September 30,								December 31,
		2017								2016
						Percent								Percent
		Amount				of total				Amount				of total
		(dollars in thousands)
Total Loans:
Real estate loans:
1-to-4 family residential		$	106,229				13.91	%		$	97,978				14.47	%
Commercial real estate			301,555				39.50	%			281,723				41.60	%
Multi-family residential			72,238				9.46	%			56,119				8.29	%
Construction			147,557				19.33	%			100,911				14.90	%
Home equity lines of credit (“HELOC”)			43,016				5.63	%			41,158				6.08	%
Total real estate loans			670,595				87.83	%			577,889				85.34	%
Other loans:
Commercial and industrial			84,563				11.08	%			90,678				13.39	%
Loans to individuals			9,518				1.25	%			9,756				1.44	%
Overdrafts			68				0.01	%			71				0.01	%
Total other loans			94,149				12.34	%			100,505				14.84	%
Gross loans			764,744								678,394
Less deferred loan origination fees, net			(1,312	)			(0.17	)%			(1,199	)			(0.18	)%
Total loans			763,432				100.00	%			677,195				100.00	%
Allowance for loan losses			(8,647	)							(8,411	)
Total loans, net		$	754,785							$	668,784

 

Loans are primarily secured by real estate located in eastern and central North Carolina. Real estate loans can be affected by the condition of the local real estate market and by local economic conditions.

 

At September 30, 2017, the Company had pre-approved but unused lines of credit for customers totaling $153.0 million. In management’s opinion, these commitments, and undisbursed proceeds on loans reflected above, represent no more than normal lending risk to the Company and will be funded from normal sources of liquidity.

 

A floating lien of $109.3 million of loans was pledged to the FHLB to secure borrowings at September 30, 2017.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

A description of the various loan products provided by the Bank is presented below.

 

1-to-4 Family Residential Loans

 

Residential 1-to-4 family loans are mortgage loans secured by residential real estate within the Bank’s market areas. These loans may also include loans that convert from construction loans into permanent financing and are secured by properties within the Bank’s market areas.

 

Commercial Real Estate Loans

 

Commercial real estate loans are underwritten based on the borrower’s ability to generate adequate cash flow to repay the subject debt within reasonable terms. Commercial real estate loans typically include both owner and non-owner occupied properties with higher principal loan amounts. The repayment of these loans is generally dependent on the successful management of the property. Commercial real estate loans are sensitive to market and general economic conditions. Repayment analysis must be performed and consists of an identified primary/cash flow source of repayment and a secondary/liquidation source of repayment. The primary source of repayment is cash flow from income generated from rental or lease of the property. However, the cash flow can be supplemented with the borrower's and guarantor's global cash flow position. Other credit issues such as the business fundamentals and financial strength of the borrower/guarantor can be considered in determining adequacy of repayment ability. The secondary source of repayment is liquidation of the collateral, supplemented by a liquidation cushion provided by the financial assets of the borrower/guarantor. Management monitors and evaluates commercial real estate loans based on collateral, cash flow, market area, and risk grade.

 

Multi-family Residential Loans

 

Multi-family residential loans are typically non-farm properties with 5 or more dwelling units in structures which include apartment buildings used primarily to accommodate households on a more or less permanent basis. Successful performance of these types of loans is primarily dependent on occupancy rates, rental rates, and property management.

 

Construction Loans

 

Construction loans are non-revolving extensions of credit secured by real property of which the proceeds are used to acquire and develop land and to construct commercial or residential buildings. The primary source of repayment for these types of loans is the sale of the improved property or permanent financing in which case the property is expected to generate the cash flow necessary for repayment on a permanent loan basis. Property cash flow may be supplemented with financial support from the borrowers/guarantors. Proper underwriting of a construction loan consists of the initial process of obtaining, analyzing, and approving various aspects of information pertaining to: the analysis of the permanent financing source, creditworthiness of the borrower and guarantors, ability of the contractor to perform under the terms of the contract, and the feasibility, marketability, and valuation of the project.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Also, consideration is given to the cost of the project and sources of funds needed to complete construction as well as identifying any sources of equity funding. Construction loans are traditionally considered to be higher risk loans involving technical and legal requirements inherently different from other types of loans; however with thorough credit underwriting, proper loan structure, and diligent loan servicing, these risks can often be mitigated. Some examples of risks inherent in this type of lending include: underestimated costs, inflation of material and labor costs, site difficulties (i.e. rock, soil), project not built to plans, weather delays and natural disasters, borrower/contractor/subcontractor disputes which prompt liens, and interest rates increasing beyond budget.

 

Home Equity Lines of Credit

 

Home equity lines of credit are consumer-purpose revolving extensions of credit which are secured by first or second liens on owner-occupied residential real estate. Appropriate risk management and compliance practices are exercised to ensure that loan-to-value, lien perfection, and compliance risks are addressed and managed within the Bank’s established guidelines. The degree of utilization of revolving commitments within this loan segment is reviewed periodically to identify changes in the behavior of this borrowing group.

 

Commercial and Industrial Loans

 

Commercial and industrial loans are underwritten after evaluating and understanding the borrower’s ability to generate positive cash flow, operate profitably and prudently expand its business. Underwriting standards are designed to promote relationships to include a full range of loan, deposit, and cash management services. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower and the guarantors. The cash flows of the borrower, however, may not be as expected and the collateral securing these loans may fluctuate in value. In the case of loans secured by accounts receivable, the availability of funds for repayment can be impacted by the borrower’s ability to collect amounts due from its customers.

 

Loans to Individuals & Overdrafts

 

Consumer loans are approved using Bank policies and procedures established to evaluate each credit request. All lending decisions and credit risks are required to be clearly documented. Several factors are considered in making these decisions such as credit score, adjusted net worth, liquidity, debt ratio, disposable income, credit history, and loan-to-value of the collateral. This process, combined with the relatively smaller loan amounts spreads the risk among many individual borrowers. Overdrafts on customer accounts are classified as loans for reporting purposes.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

The following tables present an age analysis of past due loans, segregated by class of loans as of September 30, 2017 and December 31, 2016, respectively:

 

		September 30, 2017
		30+				Non-				Total
		Days				Accrual				Past								Total
		Past Due				Loans				Due				Current				Loans
		(dollars in thousands)
Total Loans:
Commercial and industrial		$	131			$	82			$	213			$	84,350			$	84,563
Construction			809				184				993				146,564				147,557
Multi-family residential			238				-				238				72,000				72,238
Commercial real estate			827				551				1,378				300,177				301,555
Loans to individuals & overdrafts			13				6				19				9,567				9,586
1-to-4 family residential			630				856				1,486				104,743				106,229
HELOC			230				334				564				42,452				43,016
Deferred loan (fees) cost, net			-				-				-				-				(1,312	)
		$	2,878			$	2,013			$	4,891			$	759,853			$	763,432

 

There were five loans that amounted to $663,000 that were more than 90 days past due and still accruing interest at September 30, 2017.

 

		December 31, 2016
		30+				Non-				Total
		Days				Accrual				Past								Total
		Past Due				Loans				Due				Current				Loans
		(in thousands)
Total Loans
Commercial and industrial		$	1,459			$	73			$	1,532			$	89,146			$	90,678
Construction			221				151				372				100,539				100,911
Multi-family residential			46				346				392				55,727				56,119
Commercial real estate			589				3,807				4,396				277,327				281,723
Loans to individuals & overdrafts			23				46				69				9,758				9,827
1-to-4 family residential			631				602				1,233				96,745				97,978
HELOC			24				780				804				40,354				41,158
Deferred loan (fees) cost, net			-				-				-				-				(1,199	)
		$	2,993			$	5,805			$	8,798			$	669,596			$	677,195

 

There were three loans in the aggregate amount of $529,000 greater than 90 days past due and still accruing interest at December 31, 2016.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Impaired Loans

 

The following tables present information on loans that were considered to be impaired as of
September 30, 2017 and December 31, 2016:

 

														Three months ended								Nine months ended
		As of September  30, 2017												September 30, 2017								September 30, 2017
						Contractual												Interest Income								Interest Income
						Unpaid								Average				Recognized on				Average				Recognized on
		Recorded				Principal				Related				Recorded				Impaired				Recorded				Impaired
		Investment				Balance				Allowance				Investment				Loans				Investment				Loans
		(In thousands)
With no related allowance recorded:
Commercial and  industrial		$	1,043			$	1,053			$	-			$	1,048			$	12			$	1,114			$	51
Construction			253				337				-				209				9				242				15
Commercial real  estate			3,226				4,663				-				3,564				33				3,909				147
Loans to individuals  & overdrafts			-				-				-				-				-				-				-
Multi-family residential			-				-				-				24				-				173				-
1-to-4 family residential			1,159				1,378				-				1,191				16				1,080				49
HELOC			746				934				-				697				10				893				32
Subtotal:			6,427				8,365				-				6,733				80				7,411				294
With an allowance recorded:
Commercial and  industrial			-				-				-				-				-				1				-
Construction			-				-				-				-				-				-				-
Commercial real estate			766				822				6				698				18				1,631				38
Loans to individuals  & overdrafts			-				-				-				-				-				-				-
Multi-family residential			-				-				-				-				-				-				-
1-to-4 family residential			283				282				14				291				2				289				12
HELOC			33				35				-				33				-				34				-
Subtotal:			1,082				1,139				20				1,022				20				1,955				50
Totals:
Commercial			5,288				6,875				6				5,543				72				7,070				251
Consumer			-				-				-				-				-				-				-
Residential			2,221				2,629				14				2,212				28				2,296				93
Grand Total:		$	7,509			$	9,504			$	20			$	7,755			$	100			$	9,366			$	344

 

Impaired loans at September 30, 2017 were approximately $7.5 million and were composed of $2.0 million in nonaccrual loans and $5.5 million in loans that were still accruing interest. Recorded investment represents the current principal balance of the loan. Approximately $1.0 million in impaired loans had specific allowances provided for them while the remaining $6.5 million had no specific allowances recorded at September 30, 2017. Of the $6.5 million with no allowance recorded, $1.2 million of those loans have had partial charge-offs recorded.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Impaired Loans (continued)

 

		As of December 31, 2016												Three months ended September 30, 2016								Nine months ended September 30, 2016
						Contractual												Interest Income								Interest Income
						Unpaid								Average				Recognized on				Average				Recognized on
		Recorded				Principal				Related				Recorded				Impaired				Recorded				Impaired
		Investment				Balance				Allowance				Investment				Loans				Investment				Loans
		(In thousands)
With no related allowance recorded:
Commercial and industrial		$	46			$	46			$	-			$	307			$	4			$	175			$	12
Construction			231				318				-				505				1				557				7
Commercial real estate			4,364				5,983				-				3,685				34				4,313				107
Loans to individuals & overdrafts			1,139				1,144				-				-				-				-				-
Multi-family residential			346				365				-				363				7				394				14
1-to-4 family residential			1,000				1,278				-				1,129				15				1,534				67
HELOC			1,041				1,378				-				620				10				658				28
Subtotal:			8,167				10,512				-				6,609				71				7,631				235
With an allowance recorded:
Commercial and industrial			-				-				-				35				-				9				-
Construction			-				-				-				-				-				-				-
Commercial real estate			2,496				2,905				80				2,765				8				1,848				27
Loans to individuals & overdrafts			1				1				1				-				-				2				-
Multi-family residential			-				-				-				-				-				-				-
1-to-4 family residential			296				296				17				280				3				287				11
HELOC			34				35				19				33				-				16				-
Subtotal:			2,827				3,237				117				3,113				11				2,162				38
Totals:
Commercial			7,483				9,617				80				7,660				54				7,296				167
Consumer			1,140				1,145				1				-				-				2				-
Residential			2,371				2,987				36				2,062				28				2,495				106
Grand Total:		$	10,994			$	13,749			$	117			$	9,722			$	82			$	9,793			$	273

  

Impaired loans at December 31, 2016 were approximately $11.0 million and consisted of $5.8 million in non-accrual loans and $5.2 million in loans still in accruing status. Recorded investment represents the current principal balance for the loan. Approximately, $2.8 million of the $11.0 million in impaired loans at December 31, 2016 had specific allowances aggregating $117,000 while the remaining $8.2 million had no specific allowances recorded. Of the $8.2 million with no allowance recorded, partial charge-offs to date amounted to $2.3 million.

 

Loans are placed on non-accrual status when it has been determined that all contractual principal and interest will not be received. Any payments received on these loans are applied to principal first and then to interest only after all principal has been collected. In the case of an impaired loan that is still on accrual basis, payments are applied to both principal and interest.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Troubled Debt Restructurings

 

The following table presents loans that were modified as troubled debt restructurings (“TDRs”) with a breakdown of the types of concessions made by loan class during the three and nine months ended September 30, 2017 and 2016:

 

		Three months ended September 30, 2017												Nine months ended September 30, 2017
						Pre-				Post-								Pre-				Post-
						Modification				Modification								Modification				Modification
						Outstanding				Outstanding								Outstanding				Outstanding
		Number				Recorded				Recorded				Number				Recorded				Recorded
		of loans				Investment				Investment				of loans				Investment				Investment
		(Dollars in thousands)
Extended payment terms:
1-to-4 family residential			-			$	-			$	-				1			$	14			$	14
HELOCs			1				126				126				1				126				126
Commercial & industrial			-				-				-				1				41				41
Total			1			$	126			$	126				3			$	181			$	181

 

		Three months ended September 30, 2016												Nine months ended September 30, 2016
						Pre-				Post-								Pre-				Post-
						Modification				Modification								Modification				Modification
						Outstanding				Outstanding								Outstanding				Outstanding
		Number				Recorded				Recorded				Number				Recorded				Recorded
		of loans				Investment				Investment				of loans				Investment				Investment
		(Dollars in thousands)
Extended payment terms:
1-to-4 family residential			-			$	-			$	-				2			$	100			$	48
Commercial & industrial			-				-				-				3				296				188
Construction			1				139				68				1				139				68
Loans to individuals			-				-				-				1				4				1
Total			1			$	139			$	68				7			$	539			$	305

 

Loans may be considered troubled debt restructurings for reasons other than below market interest rates, extended payment terms or forgiveness of principal.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Troubled Debt Restructurings (continued)

 

The following table presents loans that were modified as TDRs within the past twelve months with a breakdown of the types for which there was a payment default during that period together with concessions made by loan class during the twelve month periods ended September 30, 2017 and 2016:

 

		Twelve months ended								Twelve months ended
		September 30, 2017								September 30, 2016
		Number				Recorded				Number				Recorded
		of loans				investment				of loans				investment
		(Dollars in thousands)
Extended payment terms:
Commercial real estate			-			$	-				3			$	188
Loans to individuals & overdrafts			-				-				1				1
Construction			-				-				1				68
Commercial & Industrial			2				78				-				-
Multi-family residential			-				-				1				364
1-to-4 family residential			1				14				1				48
Total			3			$	92				7			$	669

 

At September 30, 2017, the Bank had thirty-one loans with an aggregate balance of $4.7 million that were considered to be troubled debt restructurings. Of those TDRs, nineteen loans with a balance totaling $4.1 million were still accruing as of September 30, 2017. The remaining TDRs with balances totaling $539,000 as of September 30, 2017 were in non-accrual status.

 

At September 30, 2016, the Bank had thirty-three loans with an aggregate balance of $4.1 million that were considered to be troubled debt restructurings. Of those TDRs, twenty-two loans with a balance totaling $2.7 million were still accruing as of September 30, 2016. The remaining TDRs with balances totaling $1.4 million as of September 30, 2016 were in non-accrual status.

 

Credit Quality Indicators

 

As part of the on-going monitoring of the credit quality of the loan portfolio, management utilizes a risk grading matrix to assign a risk grade to each of the Company’s loans. All non-consumer loans are graded on a scale of 1 to 9. A description of the general characteristics of these nine different risk grades is as follows:

 

·

Risk Grade 1 (Superior) - Credits in this category are virtually risk-free and are well-collateralized by cash-equivalent instruments. The repayment program is well-defined and achievable. Repayment sources are numerous. No material documentation deficiencies or exceptions exist.

 

·

Risk Grade 2 (Very Good) - This grade is reserved for loans secured by readily marketable collateral, or loans within guidelines to borrowers with liquid financial statements. A liquid financial statement is a financial statement with substantial liquid assets relative to debts. These loans have excellent sources of repayment, with no significant identifiable risk of collection, and conform in all respects to Bank policy, guidelines, underwriting standards, and Federal and State regulations (no exceptions of any kind).

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Credit Quality Indicators (continued)

 

·

Risk Grade 3 (Good) - These loans have excellent sources of repayment, with no significant identifiable risk of collection. Loans assigned this risk grade will demonstrate the following characteristics:

 

o

Documented historical cash flow that meets or exceeds required minimum Bank guidelines, or that can be supplemented with verifiable cash flow from other sources.

 

o

Conformity in all respects with Bank policy, guidelines, underwriting standards, and Federal and State regulations (no exceptions of any kind).

 

o

Adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor.

 

·

Risk Grade 4 (Acceptable) - This grade is given to acceptable loans. These loans have adequate sources of repayment, with little identifiable risk of collection. Loans assigned this risk grade will demonstrate the following characteristics:

 

o

General conformity to the Bank's policy requirements, product guidelines and underwriting standards, with limited exceptions. Any exceptions that are identified during the underwriting and approval process have been adequately mitigated by other factors.

 

o

Documented historical cash flow that meets or exceeds required minimum Bank guidelines, or that can be supplemented with verifiable cash flow from other sources.

 

o

Adequate secondary sources to liquidate the debt, including combinations of liquidity, liquidation of collateral, or liquidation value to the net worth of the borrower or guarantor.

 

·

Risk Grade 5 (Acceptable With Care) - This grade is given to acceptable loans that show signs of weakness in either adequate sources of repayment or collateral, but have demonstrated mitigating factors that minimize the risk of delinquency or loss.  Loans assigned this grade may demonstrate some or all of the following characteristics:

 

o

Additional exceptions to the Bank's policy requirements, product guidelines or underwriting standards that present a higher degree of risk to the Bank.  Although the combination and/or severity of identified exceptions is greater, all exceptions have been properly mitigated by other factors.

 

o

Unproven, insufficient or marginal primary sources of repayment that appears sufficient to service the debt at this time.  Repayment weaknesses may be due to minor operational issues, financial trends, or reliance on projected (not historic) performance.

 

o

Marginal or unproven secondary sources to liquidate the debt, including combinations of liquidation of collateral and liquidation value to the net worth of the borrower or guarantor.

 

·

Risk Grade 6 (Watch List or Special Mention) – Loans in this category can have the following characteristics:

 

o

Loans with underwriting guideline tolerances and/or exceptions and with no mitigating factors.

 

o

Extending loans that are currently performing satisfactorily but with potential weaknesses that may, if not corrected, weaken the asset or inadequately protect the Bank's position at some future date. Potential weaknesses are the result of deviations from prudent lending practices.

 

  

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Credit Quality Indicators (continued)

 

o

Loans where adverse economic conditions that develop subsequent to the loan origination that do not jeopardize liquidation of the debt but do substantially increase the level of risk may also warrant this rating.

 

·

Risk Grade 7 (Substandard) - A Substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as Substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Loans consistently not meeting the repayment schedule should be downgraded to substandard. Loans in this category are characterized by deterioration in quality exhibited by any number of well-defined weaknesses requiring corrective action.

 

·

Risk Grade 8 (Doubtful) - Loans classified Doubtful have all the weaknesses inherent in loans classified Substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt.

 

·

Risk Grade 9 (Loss) - Loans classified as Loss are considered uncollectable and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off the loan even though partial recovery may be affected in the future.

 

Consumer loans are graded on a scale of 1 to 9. A description of the general characteristics of the nine risk grades is as follows:

 

·

Risk Grades 1 – 5 (Pass) – The loans in this category range from loans secured by cash with no risk of principal deterioration (Risk Grade 1) to loans that show signs of weakness in either adequate sources of repayment or collateral but have demonstrated mitigating factors that minimize the risk of delinquency or loss (Risk Grade 5).

 

·

Risk Grade 6 (Watch List or Special Mention) - Watch List or Special Mention loans include the following characteristics:

 

o

Loans within guideline tolerances or with exceptions of any kind that have not been mitigated by other economic or credit factors.

 

o

Extending loans that are currently performing satisfactorily but with potential weaknesses that may, if not corrected, weaken the asset or inadequately protect the Bank's position at some future date. Potential weaknesses are the result of deviations from prudent lending practices.

 

o

Loans where adverse economic conditions that develop subsequent to the loan origination that don't jeopardize liquidation of the debt but do substantially increase the level of risk may also warrant this rating.

 

·

Risk Grade 7 (Substandard) - A Substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans classified as Substandard must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt; they are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Credit Quality Indicators (continued)

 

·

Risk Grade 8 (Doubtful) - Loans classified Doubtful have all the weaknesses inherent in loans classified Substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. However, these loans are not yet rated as loss because certain events may occur which would salvage the debt.

 

·

Risk Grade 9 (Loss) - Loans classified Loss are considered uncollectable and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this worthless loan even though partial recovery may be affected in the future.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

The following tables present information on risk ratings of the commercial and consumer loan portfolios, segregated by loan class as of September 30, 2017 and December 31, 2016, respectively:

 

Total loans:

 

September 30, 2017
Commercial
Credit
Exposure By		Commercial								Commercial
Internally		and								real				Multi-family
Assigned Grade		industrial				Construction				estate				residential
(In thousands)
Superior		$	570			$	-			$	-			$	-
Very good			1,132				145				431				-
Good			9,753				11,004				39,394				10,831
Acceptable			30,727				22,648				164,391				42,710
Acceptable with care			40,314				112,706				89,080				18,460
Special mention			1,780				736				4,717				-
Substandard			287				318				3,542				237
Doubtful			-				-				-				-
Loss			-				-				-				-
		$	84,563			$	147,557			$	301,555			$	72,238

 

Consumer Credit
Exposure By
Internally		1-to-4 family
Assigned Grade		residential				HELOC
Pass		$	100,543			$	41,356
Special mention			2,932				581
Substandard			2,754				1,079
		$	106,229			$	43,016

 

Consumer Credit
Exposure Based		Loans to
On Payment		individuals &
Activity		overdrafts
Pass		$	9,576
Non–pass			10
		$	9,586

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Total Loans:
December 31, 2016
Commercial
Credit
Exposure By		Commercial								Commercial
Internally		and								real				Multi-family
Assigned Grade		industrial				Construction				estate				residential
(dollars in thousands)
Superior		$	435			$	-			$	-			$	-
Very good			326				245				460				-
Good			13,632				4,506				36,501				12,139
Acceptable			35,720				12,922				152,608				29,873
Acceptable with care			37,351				82,771				81,231				13,467
Special mention			2,905				173				4,868				-
Substandard			309				294				6,055				640
Doubtful			-				-				-				-
Loss			-				-				-				-
		$	90,678			$	100,911			$	281,723			$	56,119

 

Consumer Credit
Exposure By
Internally		1-to-4 family
Assigned Grade		residential				HELOC
Pass		$	92,115			$	39,554
Special mention			3,015				439
Substandard			2,848				1,165
		$	97,978			$	41,158

 

Consumer Credit
Exposure Based		Loans to
On Payment		individuals &
Activity		overdrafts
Pass		$	9,820
Non-pass			7
		$	9,827

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Determining the fair value of Purchased Credit Impaired (PCI) loans at acquisition required the Company to estimate cash flows expected to result from those loans and to discount those cash flows at appropriate rates of interest. For such loans, the excess of cash flows expected to be collected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans and is called the accretable yield. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and is called the nonaccretable difference. In accordance with GAAP, there was no carry-over of previously established allowance for credit losses from the acquired company.

 

The following table documents changes to the amount of the accretable yield on PCI loans for the three and nine months ended September 30, 2017 and 2016 (dollars in thousands):

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2017				2016				2017				2016
		(In thousands)
Accretable yield, beginning of period		$	2,280			$	2,568			$	2,626			$	2,822
Accretion			(262	)			(252	)			(782	)			(787	)
Reclassification from (to) nonaccretable difference			(1	)			248				78				250
Other changes, net			169				188				264				467
Accretable yield, end of period		$	2,186			$	2,752			$	2,186			$	2,752

 

Allowance for Loan Losses

 

The allowance for loan losses is a reserve established through provisions for loan losses charged to income and represents management’s best estimate of probable loan losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated losses and risk inherent in the loan portfolio. The Company’s allowance for loan loss methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Company’s process for determining the appropriate level of reserves is designed to account for changes in credit quality as they occur. The provision for loan losses reflects loan quality trends, including the levels of and trends related to past due loans and economic conditions at the local and national levels. It also considers the quality and risk characteristics of the Company’s loan origination and servicing policies and practices.

 

Individual reserves are calculated according to ASC Section 310-10-35 against loans evaluated individually and deemed to most likely be impaired. Impaired loans include all loans in non-accrual status, all troubled debt restructures, all substandard loans that are deemed to be collateral dependent, and other loans that management determines require reserves.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Allowance for Loan Losses (continued)

 

The Company’s allowance for loan losses model calculates historical loss rates by using a loss migration analysis associating losses to the risk-graded pool to which they relate for each of the previous twelve quarters. Then, using the twelve quarter look back period, loss factors are calculated for each risk-graded pool. The model incorporates various internal and external qualitative and environmental factors as described in the Interagency Policy Statement on the Allowance for Loan and Lease Losses, dated December 2006. Input for these factors is determined on the basis of management observation, judgment, and experience. The factors utilized by the Company in the model for all loan classes are as follows:

 

Internal Factors

·

Concentrations – Measures the increased risk derived from concentration of credit exposure in particular industry segments within the portfolio.

·

Policy exceptions – Measures the risk derived from granting terms outside of underwriting guidelines.

·

Compliance exceptions – Measures the risk derived from granting terms outside of regulatory guidelines.

·

Document exceptions – Measures the risk exposure resulting from the inability to collect due to improperly executed documents and collateral imperfections.

·

Financial information monitoring – Measures the risk associated with not having current borrower financial information.

·

Nonaccrual – Reflects increased risk of loans with characteristics that merit nonaccrual status.

·

Delinquency – Reflects the increased risk deriving from higher delinquency rates.

·

Personnel turnover – Reflects staff competence in various types of lending.

·

Portfolio growth – Measures the impact of growth and potential risk derived from new loan production.

 

External Factors

·

GDP growth rate – Impact of general economic factors that affect the portfolio.

·

North Carolina unemployment rate – Impact of local economic factors that affect the portfolio.

·

Peer group delinquency rate – Measures risk associated with the credit requirements of competitors.

·

Prime rate change – Measures the effect on the portfolio in the event of changes in the prime lending rate.

 

Each pool is assigned an adjustment to the potential loss percentage by assessing its characteristics against each of the factors listed above.

 

Reserves are generally divided into three allocation segments:

 

1.

Individual reserves. These are calculated according to ASC Section 310-10-35 against loans evaluated individually and deemed to be most likely impaired.  All loans in non-accrual status and all substandard loans that are deemed to be collateral dependent are assessed for impairment. Loans are deemed uncollectible based on a variety of credit, collateral, documentation and other issues. In the case of uncollectible receivables, the collateral is considered unsecured and therefore fully charged off.

 

 

SELECT BANCORP, INC.

Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F – LOANS (continued)

 

Allowance for Loan Losses (continued)

 

2.

Formula reserves. Formula reserves are held against loans evaluated collectively. Loans are grouped by type or by risk grade, or some combination of the two. Loss estimates are based on historical loss rates for each respective loan group. Formula reserves represent the Company’s best estimate of losses that may be inherent, or embedded, within the group of loans, even if it is not apparent at this time which loans within any group or pool represent those embedded losses.

 

3.

Qualitative and external reserves. If individual reserves represent estimated losses tied to specific loans, and formula reserves represent estimated losses tied to a pool of loans but not yet to any specific loan, then these reserves represent an estimate of likely incurred losses, but are not yet tied to any loan or group of loans.

 

All information related to the calculation of the three segments, including data analysis, assumptions, and calculations are documented. Assigning specific individual reserve amounts, formula reserve factors, or unallocated amounts based on unsupported assumptions or conclusions is not permitted.

 

 

 

SELECT BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Allowance for Loan Losses (Continued)

 

The following tables present a roll forward of the Company’s allowance for loan losses by loan class for the three and nine month periods ended September 30, 2017, respectively:

 

		Three months ended September 30, 2017
		Commercial												1 to 4								Loans to				Multi-
		and								Commercial				family								individuals &				family
Allowance for loan losses		industrial				Construction				real estate				residential				HELOC				overdrafts				residential				Total
		(Dollars in thousands)
Loans – excluding PCI
Balance, beginning of period		$	895			$	1,292			$	3,913			$	923			$	563			$	142			$	732			$	8,460
Provision for loan losses			301				366				(840	)			50				89				219				25				210
Loans charged-off			-				-				-				-				(60	)			(45	)			-				(105	)
Recoveries			18				10				4				18				1				11				-				62
Balance, end of period		$	1,214			$	1,668			$	3,077			$	991			$	593			$	327			$	757			$	8,627
PCI Loans
Balance, beginning of period		$	-			$	-			$	12			$	16			$	-			$	-			$	-			$	28
Provision for loan losses			-				-				(6	)			(2	)			-				-				-				(8	)
Loans charged-off			-				-				-				-				-				-				-				-
Recoveries			-				-				-				-				-				-				-				-
Balance, end of period		$	-			$	-			$	6			$	14			$	-			$	-			$	-			$	20
Total Loans
Balance, beginning of period		$	895			$	1,292			$	3,925			$	939			$	563			$	142			$	732			$	8,488
Provision for loan losses			301				366				(846	)			48				89				219				25				202
Loans charged-off			-				-				-				-				(60	)			(45	)			-				(105	)
Recoveries			18				10				4				18				1				11				-				62
Balance, end of period		$	1,214			$	1,668			$	3,083			$	1,005			$	593			$	327			$	757			$	8,647
Ending Balance: individually evaluated for impairment		$	-			$	-			$	6			$	14			$	-			$	-			$	-			$	20
Ending Balance: collectively evaluated for impairment		$	1,214			$	1,668			$	3,077			$	991			$	593			$	327			$	757			$	8,627
Loans:
Ending Balance: collectively evaluated for impairment		$	83,520			$	147,304			$	297,562			$	104,788			$	42,237			$	9,586			$	72,238			$	757,235
Ending Balance: individually evaluated for impairment		$	1,043			$	253			$	3,993			$	1,441			$	779			$	-			$	-			$	7,509
Ending Balance		$	84,563			$	147,557			$	301,555			$	106,229			$	43,016			$	9,586			$	72,238			$	764,744

 

 

SELECT BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Allowance for Loan Losses (Continued)

 

		Nine months ended September 30, 2017
		Commercial												1 to 4								Loans to				Multi-
		and								Commercial				family								individuals &				family
Allowance for loan losses		industrial				Construction				real estate				residential				HELOC				overdrafts				residential				Total
		(Dollars in thousands)
Loans – excluding PCI
Balance, beginning of period		$	1,211			$	1,301			$	3,448			$	846			$	611			$	317			$	628			$	8,362
Provision for loan losses			(165	)			348				241				108				87				80				127				826
Loans charged-off			(37	)			-				(623	)			-				(129	)			(95	)			-				(884	)
Recoveries			205				19				11				37				24				25				2				323
Balance, end of period		$	1,214			$	1,668			$	3,077			$	991			$	593			$	327			$	757			$	8,627
PCI Loans
Balance, beginning of period		$	37			$	-			$	-			$	-			$	12			$	-			$	-			$	49
Provision for loan losses			(37	)			-				300				14				(12	)			-				-				265
Loans charged-off			-				-				(294	)			-				-				-				-				(294	)
Recoveries			-				-				-				-				-				-				-				-
Balance, end of period		$	-			$	-			$	6			$	14			$	-			$	-			$	-			$	20
Total Loans
Balance, beginning of period		$	1,248			$	1,301			$	3,448			$	846			$	623			$	317			$	628			$	8,411
Provision for loan losses			(202	)			348				541				122				75				80				127				1,091
Loans charged-off			(37	)			-				(917	)			-				(129	)			(95	)			-				(1,178	)
Recoveries			205				19				11				37				24				25				2				323
Balance, end of period		$	1,214			$	1,668			$	3,083			$	1,005			$	593			$	327			$	757			$	8,647

 

 

SELECT BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Allowance for Loan Losses (Continued)

 

The following tables present a roll forward of the Company’s allowance for loan losses by loan class for the three and nine month periods ended September 30, 2016, respectively:

 

		Three months ended September 30, 2016
		Commercial												1 to 4								Loans to				Multi-
		and								Commercial				family								individuals &				family
Allowance for loan losses		industrial				Construction				real estate				residential				HELOC				overdrafts				residential				Total
		(Dollars in thousands)
Loans – excluding PCI
Balance, beginning of period		$	1,086			$	1,511			$	3,113			$	772			$	493			$	169			$	523			$	7,667
Provision for loan losses			113				(13	)			102				7				60				78				(31	)			316
Loans charged-off			(136	)			-				(4	)			-				(25	)			(13	)			-				(178	)
Recoveries			8				6				2				9				9				4				-				38
Balance, end of period		$	1,071			$	1,504			$	3,213			$	788			$	537			$	238			$	492			$	7,843
PCI Loans
Balance, beginning of period		$	16			$	-			$	-			$	-			$	9			$	-			$	-			$	25
Provision for loan losses			21				-				-				-				-				-				-				21
Loans charged-off			-				-				-				-				-				-				-				-
Recoveries			-				-				-				-				-				-				-				-
Balance, end of period		$	37			$	-			$	-			$	-			$	9			$	-			$	-			$	46
Total Loans
Balance, beginning of period		$	1,102			$	1,511			$	3,113			$	772			$	502			$	169			$	523			$	7,692
Provision for loan losses			134				(13	)			102				7				60				78				(31	)			337
Loans charged-off			(136	)			-				(4	)			-				(25	)			(13	)			-				(178	)
Recoveries			8				6				2				9				9				4				-				38
Balance, end of period		$	1,108			$	1,504			$	3,213			$	788			$	546			$	238			$	492			$	7,889
Ending Balance: individually evaluated for impairment		$	4			$	-			$	85			$	15			$	-			$	-			$	-			$	104
Ending Balance: collectively evaluated for impairment		$	1,104			$	1,505			$	3,128			$	773			$	545			$	238			$	492			$	7,785
Loans:
Ending Balance: collectively evaluated for impairment		$	82,352			$	115,788			$	255,732			$	92,534			$	40,727			$	9,073			$	47,526			$	643,732
Ending Balance: individually evaluated for impairment		$	248			$	499			$	6,068			$	1,291			$	650			$	-			$	360			$	9,116
Ending Balance		$	82,600			$	116,287			$	261,800			$	93,825			$	41,377			$	9,073			$	47,886			$	652,848

 

 

SELECT BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)

 

NOTE F - LOANS (continued)

 

Allowance for Loan Losses (Continued)

 

		Nine months ended September 30, 2016
		Commercial												1 to 4								Loans to				Multi-
		and								Commercial				family								individuals &				family
Allowance for loan losses		industrial				Construction				real estate				residential				HELOC				overdrafts				residential				Total
		(Dollars in thousands)
Loans – excluding PCI
Balance, beginning of period		$	922			$	1,386			$	3,005			$	605			$	564			$	137			$	393			$	7,012
Provision for loan losses			310				103				321				(107	)			(36	)			119				99				809
Loans charged-off			(177	)			(2	)			(189	)			-				(26	)			(31	)			-				(425	)
Recoveries			15				17				76				290				35				13				-				446
Balance, end of period		$	1,070			$	1,504			$	3,213			$	788			$	537			$	238			$	492			$	7,842
PCI Loans
Balance, beginning of period		$	-			$	-			$	-			$	-			$	9			$	-			$	-			$	9
Provision for loan losses			38				-				-				-				-				-				-				38
Loans charged-off			-				-				-				-				-				-				-				-
Recoveries			-				-				-				-				-				-				-				-
Balance, end of period		$	38			$	-			$	-			$	-			$	9			$	-			$	-			$	47
Total Loans
Balance, beginning of period		$	922			$	1,386			$	3,005			$	605			$	573			$	137			$	393			$	7,021
Provision for loan losses			348				103				321				(107	)			(36	)			119				99				847
Loans charged-off			(177	)			(2	)			(189	)			-				(26	)			(31	)			-				(425	)
Recoveries			15				17				76				290				35				13				-				446
Balance, end of period		$	1,108			$	1,504			$	3,213			$	788			$	546			$	238			$	492			$	7,889

 

 

SELECT BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)

 

NOTE G – ACCUMULATED OTHER COMPREHENSIVE INCOME

 

The following table presents changes in accumulated other comprehensive income for the three and nine months ended September 30, 2017 and 2016.

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2017				2016				2017				2016
						(In thousands)
Beginning balance		$	506			$	1,178			$	358			$	490
Unrealized gain (loss) on investment securities available for sale			(11	)			(259	)			222				840
Tax effect			5				97				(80	)			(300	)
Other comprehensive gain (loss) before reclassification			(6	)			(162	)			142				540
Amounts reclassified from accumulated comprehensive income:
Realized gains on investment securities included in net income			-				-				-				(22	)
Tax effect			-				-				-				8
Total reclassifications net of tax			-				-				-				(14	)
Net current period other comprehensive income (loss)			(6	)			(162	)			142				526
Ending balance		$	500			$	1,016			$	500			$	1,016

 

The income statement line items impacted by the reclassifications of realized gains (losses) on investment securities are the gain on the sale of securities and income tax expense line items in the consolidated statement of operations.

 

NOTE H - REPURCHASE AGREEMENTS

 

We utilize securities sold under agreements to repurchase to facilitate the needs of our customers and secure long-term funding needs. Repurchase agreements are transactions whereby we offer to sell to a counterparty an undivided interest in an eligible security at an agreed upon purchase price, and which obligates the Company to repurchase the security on an agreed upon date at an agreed upon repurchase price plus interest at an agreed upon rate. Securities sold under agreements to repurchase are recorded at the amount of cash received in connection with the transaction and are reflected as short-term borrowings.

 

We monitor collateral levels on a continuous basis and maintain records of each transaction specifically describing the applicable security and the counterparty’s fractional interest in that security, and we segregate the security from our general assets in accordance with regulations governing custodial holdings of securities. The primary risk with our repurchase agreements is market risk associated with the investments securing the transactions, as we may be required to provide additional collateral based on fair value changes of the underlying investments. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents. During the third quarter of 2017 the Bank eliminated and no longer offered Repurchase Agreements to its customers. The carrying value of available for sale investment securities pledged as collateral under repurchase agreements totaled none and $12.0 million at September 30, 2017 and December 31, 2016, respectively.

 

 

SELECT BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)

 

NOTE H - REPURCHASE AGREEMENTS (continued)

 

The remaining contractual maturity of the securities sold under agreements to repurchase by class of collateral pledged included in short-term borrowings as of December 31, 2016 is presented in the following tables.

 

		December 31, 2016
		Remaining Contractual Maturity of the Agreements
		Overnight and				Up to 30				30-90				Greater than
(in thousands)		continuous				Days				Days				90 Days				Total
Repurchase agreements
U.S. government agencies-GSE’s		$	5,568			$	-			$	-			$	-			$	5,568
Mortgage-backed Securities-GSEs			6,496				-				-				-				6,496
Total borrowings		$	12,064			$	-			$	-			$	-			$	12,064
Gross amount of recognized liabilities for repurchase agreements																		$	12,003

 

NOTE I – OTHER REAL ESTATE OWNED

 

The following table explains changes in other real estate owned during the nine months ended September 30, 2017 and 2016 (dollars in thousands):

 

		Nine Months				Nine Months
		Ended				Ended
		September 30,				September 30,
		2017				2016
		(Dollars in thousands)
Beginning balance January 1		$	599			$	1,401
Sales			(787	)			(1,831	)
Write-downs			(214	)			(164	)
Transfers			2,495				1,142
Ending balance		$	2,093			$	548

 

At September 30, 2017 and December 31, 2016, the Company had $2.1 million and $599,000, respectively, of foreclosed residential real estate property in OREO. The recorded investment in consumer mortgage loans collateralized by residential real estate property in the process of foreclosure totaled $461,000 and none at September 30, 2017 and December 31, 2016, respectively.

 

 

SELECT BANCORP, INC.
Notes to Consolidated Financial Statements (Unaudited)

 

NOTE J – MERGERS AND ACQUISITIONS

 

Proposed Merger with Premara Financial, Inc.

 

The Company and Bank entered into an Agreement and Plan of Merger and Reorganization dated as of July 20, 2017, with Premara Financial, Inc. (“Premara”) and its subsidiary bank, Carolina Premier Bank, Charlotte, NC. Pursuant to the terms of the merger agreement, the Company would acquire Carolina Premier Bank through the merger of Premara with and into the Company, with the Company as the surviving corporation. Immediately following the parent company merger, Carolina Premier Bank would be merged with and into the Bank, with the Bank as the surviving banking corporation in the bank merger. The transaction is subject to various closing conditions, including the receipt of requisite shareholder approvals and required approvals of State and Federal banking regulators.

 

If the merger is completed, each share of Premara common stock issued and outstanding will be converted into the right to receive 1.0463 shares of Company common stock or $12.65 in cash, with 948,080 shares of Premara common stock (equivalent to 30% of Premara’s outstanding shares of common stock as of the date of the merger agreement) being converted to the per share cash consideration and the balance of the outstanding shares of Premara common stock being converted into Company common stock. Based on the Company’s closing price of $11.89 per share on July 20, 2017, the day before the proposed transaction was publicly announced, the estimated aggregate purchase price payable by the Company was approximately $40 million.

 

NOTE K – SUBSEQUENT EVENTS

 

Litigation related to the Proposed Merger

 

On October 12, 2017, a purported class action complaint captioned Sharpenter v. Premara Financial, Inc., et al., Case# 3:17-cv-00607-GCM, was filed by an alleged shareholder of Premara on behalf of himself and similarly situated shareholders against Premara and Carolina Premier Bank and each of the entities’ individual directors in the U.S. District Court for the Western District of North Carolina. The complaint also names the Company and the Bank as defendants in the action. The complaint alleges, among other things, that Premara and the individually named directors (by virtue of their positions as officers and/or directors of Premara) omitted material facts related to the proposed merger from the Form S-4 Registration Statement that was filed in connection with the merger on September 27, 2017, and that as a result of such omissions, certain statements in the Registration Statement were materially false or misleading. The complaint alleges that the Company and the Bank, by virtue of their position of control over the composition of the Registration Statement, are also liable for the omissions alleged in the complaint. Plaintiff seeks to enjoin closing of the merger and have the Court direct the defendants to disseminate a Registration Statement that does not contain any alleged untrue statements of material fact and that states all material facts necessary to make such statements not false or misleading. In the event that the proposed merger is consummated, the plaintiff seeks to rescind it or set it aside or receive an award of unspecified damages. Plaintiff seeks to recover all costs of the lawsuit, including attorneys’ fees and experts’ fees.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s discussion and analysis is intended to assist readers in the understanding and evaluation of the financial condition and results of operations of Select Bancorp, Inc. (the “Company”). This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, without limitation, our future economic performance, plans and objectives for future operations, and projections of revenues and other financial items that are based on our beliefs and assumptions and information currently available to us. The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “could,” “project,” “predict,” “expect,” “estimate,” “continue,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements. Our actual results, performance or achievements may differ materially from the results expressed or implied by our forward-looking statements. Factors that could influence actual results, performance or achievements include, among other things: changes in national, regional and local market conditions; changes in legislative and regulatory conditions; changes in the interest rate environment; breaches of security or failures of our technology systems due to technological or other factors and cybersecurity threats; adverse change in credit quality trends; the receipt of required shareholder and regulatory approvals for the announced merger with Premara Financial, Inc. may not be obtained or may be delayed or take longer than anticipated; and diversion of management’s time and attention to merger-related issues.

 

Overview

 

The Company is a commercial bank holding company and has one banking subsidiary, Select Bank & Trust Company (referred to as the “Bank”), and one unconsolidated subsidiary, New Century Statutory Trust I, which issued trust preferred securities in 2004 to provide additional capital for general corporate purposes. The Company’s only business activity is the ownership of the Bank and New Century Statutory Trust I. This discussion focuses primarily on the financial condition and operating results of the Bank.

 

The Bank’s lending activities are oriented to the consumer/retail customer as well as to the small- to medium-sized businesses located in Harnett, Brunswick, New Hanover, Carteret, Cumberland, Johnston, Pitt, Robeson, Sampson, Wake, Pasquotank, Martin, Alamance, and Wayne counties in North Carolina. The Bank offers the standard complement of commercial, consumer, and mortgage lending products, as well as the ability to structure products to fit specialized needs. The deposit services offered by the Bank include small business and personal checking accounts, savings accounts and certificates of deposit. The Bank concentrates on customer relationships in building its customer deposit base and competes aggressively in the area of transaction accounts.

 

The Company was formerly known as New Century Bancorp, Inc. On July 25, 2014, New Century Bancorp, Inc. acquired Select Bancorp, Inc. (“Legacy Select”) by merger. The combined company is now known as Select Bancorp, Inc., which we refer to in this report as the Company. Legacy Select was a bank holding company headquartered in Greenville, North Carolina, whose wholly owned subsidiary, Select Bank & Trust Company, was a state-chartered commercial bank with approximately $276.9 million in assets. The merger expanded the Company’s North Carolina presence with the addition of six branches located in Greenville (two), Elizabeth City, Washington, Gibsonville, and Burlington. During 2015, Gibsonville and Burlington were combined into a new location in Burlington.

 

We closed our branch located at 6390 Ramsey Street, Fayetteville, North Carolina and transferred accounts to our Fayetteville branch located at 2818 Raeford Road during September 2015. The property that housed our former Ramsey Street branch is included in assets held for sale on the consolidated balance sheet as of September 30, 2017.

 

 

On July 21, 2017, the Company announced that it had entered into a definitive merger agreement with Premara Financial, Inc., Charlotte, North Carolina (“Premara”) pursuant to which the Company would acquire Premara and its subsidiary bank, Carolina Premier Bank. Please see Note J to the Company’s Notes to Consolidated Financial Statements above for additional discussion.

 

Comparison of Financial Condition at

September 30, 2017 and December 31, 2016

 

During the first nine months of 2017, total assets increased by $76.1 million to $922.7 million as of September 30, 2017. The increase in assets was due primarily to loan growth funded by demand deposit accounts and time deposits. Earning assets at September 30, 2017 totaled $848.6 million and consisted of $754.8 million in net loans, $53.7 million in investment securities, $37.8 million in overnight investments and interest-bearing deposits in other banks and $2.3 million in non-marketable equity securities, of which $1.7 million is FHLB stock. Total deposits and shareholders’ equity at the end of the third quarter of 2017 were $775.0 million and $109.8 million, respectively.

 

Since the end of 2016, gross loans have increased by $86.2 million to $763.4 million as of September 30, 2017. At September 30, 2017, gross loans consisted of $84.6 million in commercial and industrial loans, $301.6 million in commercial real estate loans, $72.2 million in multi-family residential loans, $9.6 million in loans to individuals, $106.2 million in 1-to4 family residential real estate loans, $43.0 million in HELOCs, and $147.6 million in construction loans. Deferred loan fees, net of costs, on these loans were $1.3 million at September 30, 2017.

 

At September 30, 2017 and December 31, 2016, there were no federal funds sold and no repurchase agreements. Interest-earning deposits in other banks were $36.8 million at September 30, 2017, a $3.5 million decrease from December 31, 2016. The Company’s investment securities at September 30, 2017 were $53.7 million, a decrease of $8.6 million from December 31, 2016 in order to provide funding for higher yielding loans. The investment portfolio as of September 30, 2017 consisted of $10.6 million in government agency debt securities, $28.9 million in mortgage-backed securities and $14.1 million in municipal securities. The net unrealized gain on these securities as of September 30, 2017 was $785,000.

 

At September 30, 2017, the Company had an investment of $1.7 million in FHLB stock, which decreased by $539,000 from December 31, 2016 due to the effect of the repayment of advances during 2017 on the stock calculation. Also, the Company had $630,000 in other non-marketable securities at September 30, 2017, which decreased by $73,000 from December 31, 2016.

 

At September 30, 2017, non-earning assets were $74.1 million, an increase of $2.8 million from $71.3 million as of December 31, 2016. Non-earning assets included $15.5 million in cash and due from banks, bank premises and equipment of $17.4 million, goodwill of $6.9 million, core deposit intangible of $547,000, accrued interest receivable of $2.9 million, foreclosed real estate of $2.1 million, $22.6 million in bank owned life insurance (“BOLI”), $846,000 of assets held for sale, and other assets of $5.3 million which included $2.7 million in deferred tax assets. Since the income on BOLI is included in non-interest income, this asset is not included in the Company’s calculation of earning assets. The increase in non-earning assets was due primarily to the increase in deposits.

 

Total deposits at September 30, 2017 were $775.0 million and consisted of $173.2 million in non-interest-bearing demand deposits, $192.7 million in money market and NOW accounts, $34.2 million in savings accounts, and $374.9 million in time deposits. Total deposits increased by $95.4 million from $679.7 million as of December 31, 2016, due primarily to an increase in DDA deposits and a CD marketing program. The Bank had no brokered demand deposits and $61.7 million in brokered time deposits as of September 30, 2017.

 

 

As of September 30, 2017, the Company had $22.4 million of short-term debt of which was FHLB advances, and $12.4 million in long-term debt which is junior subordinated debentures that are classified as long-term debt.

 

Total shareholders’ equity at September 30, 2017 was $109.8 million, an increase of $5.5 million from $104.3 million as of December 31, 2016. Accumulated other comprehensive income relating to available for sale securities increased $142,000 during the nine months ended September 30, 2017. Other changes in shareholders’ equity included increases of $70,000 in stock-based compensation, earnings of $5.2 million and $104,000 from the exercise of stock options.

 

Past Due Loans, Non-performing Assets, and Asset Quality

 

At September 30, 2017, the Company had $2.9 million in loans that were 30 to 89 days past due. This represented 0.38% of gross loans outstanding on that date. This is a decrease from December 31, 2016 when there were $3.0 million in loans that were 30-89 days past due or 0.44% of gross loans outstanding. Non-accrual loans decreased from $5.8 million at December 31, 2016 to $2.0 million at September 30, 2017.

 

The percentage of non-performing loans (non-accrual loans and accruing troubled debt restructurings) to total loans decreased from 1.39% at December 31, 2016 to 0.81% at September 30, 2017. The Company has experienced a decrease in non-accruals from $5.8 million at December 31, 2016 to $2.0 million as of September 30, 2017 and an increase in accruing troubled debt restructurings from $3.6 million at December 31, 2016 to $4.1 million as of September 30, 2017. Of the $3.8 million decrease in non-accrual loans in the first nine months of the year, the decrease is related to loans primarily in Multifamily Residential, HELOCS and Commercial Real Estate loan pool classifications.

 

At September 30, 2017, the Company had thirty-one loans totaling $4.7 million that were considered to be troubled debt restructurings or TDRs. Nineteen of these loans totaling $4.1 million were still in accruing status with the remaining TDRs included in non-accrual loans. All TDRs are considered impaired loans regardless of accrual status and have been included as non-performing assets in the table below.

 

The table below sets forth, as of the dates indicated, information about the Company’s non-accrual loans, loans past due 90 days or more and still accruing interest, total non-performing loans (non-accrual loans plus accruing TDRs), and total non-performing assets.

 

		As of
		September 30,				December 31,
		2017				2016
		(Dollars in thousands)
Non-accrual loans		$	2,013			$	5,805
Accruing TDRs			4,140				3,625
Total non-performing loans			6,153				9,430
Foreclosed real estate			2,093				599
Total non-performing assets		$	8,246			$	10,029
Accruing loans past due 90 days or more		$	663			$	529
Allowance for loan losses		$	8,647			$	8,411
Non-performing loans to period end loans			0.81	%			1.39	%
Non-performing loans and accruing loans past due 90 days or more to period end loans			0.89	%			1.47	%
Allowance for loans losses to period end loans			1.13	%			1.24	%
Allowance for loan losses to non-performing loans			141	%			89	%
Allowance for loan losses to non-performing assets			105	%			84	%
Allowance for loan losses to non-performing assets and accruing loans past due 90 days or more			97	%			80	%
Non-performing assets to total assets			0.89	%			1.18	%
Non-performing assets and accruing loans past due 90 days or more to total assets			0.97	%			1.25	%

 

 

Total non-performing assets (non-accrual loans, accruing TDRs, and foreclosed real estate) at September 30, 2017 and December 31, 2016 were $8.2 million and $10.0 million, respectively. The allowance for loan losses at September 30, 2017 represented 105% of non-performing assets compared to 84% at December 31, 2016.

 

Total impaired loans at September 30, 2017 were $7.5 million. This includes $2.0 million in loans that were classified as impaired because they were in non-accrual status and $7.0 million in loans that were determined to be impaired for other reasons. Of these loans, $1.0 million required a specific reserve of $20,000 at September 30, 2017.

 

Total impaired loans at December 31, 2016 were $11.0 million. This includes $5.8 million in loans that were considered to be impaired due to being in non-accrual status and $5.2 million in loans that were deemed to be impaired for other reasons. Of these loans, $2.8 million required a specific reserve of $117,000 at December 31, 2016.

 

The allowance for loan losses was $8.6 million at September 30, 2017 or 1.13% of gross loans outstanding. This is a decrease from the 1.24% reported as a percentage of gross loans at December 31, 2016. The Legacy Select loans were recorded at estimated fair value as of the acquisition date and the related credit risk reflected as a fair value adjustment rather than separately in the allowance for losses as required in acquisition accounting. This required accounting under generally accepted accounting principles has resulted in a lower percentage of the allowance for loan losses to gross loans at September 30, 2017 for all periods post acquisition of Legacy Select. The allowance for loan losses at September 30, 2017 and December 31, 2016 represented 141% and 89%, respectively, of non-performing loans. It is management’s assessment that the allowance for loan losses as of September 30, 2017 is appropriate in light of the risk inherent within the Company’s loan portfolio. No assurances, however, can be given that further adjustments to the allowance for loan losses may not be deemed necessary in the future.

 

Other Lending Risk Factors

 

Besides monitoring non-performing loans and past due loans, management also monitors trends in the loan portfolio that may indicate more than normal risk. A discussion of certain other risk factors follows. Some loans or groups of loans may contain one or more of these individual loan risk factors. Therefore, an accumulation of the amounts or percentages of the individual loan risk factors may not necessarily be an indication of the cumulative risk in the total loan portfolio.

 

Regulatory Loan to Value

 

The Company monitors its exposure to loans that exceed the guidelines established by regulators for loan to value (“LTV”) ratios.

 

At September 30, 2017 and December 31, 2016, the Company had $23.1 million and $21.7 million in non 1-to-4 family residential loans that exceeded the regulatory LTV limits, respectively. At September 30, 2017 and December 31, 2016, the Company had $11.3 million and $4.8 million of 1-to-4 family residential loans that exceeded the regulatory LTV limits, respectively. The total amount of these loans represented 29.4% and 23.6% of total risk-based capital as of September 30, 2017 and December 31, 2016, which is less than the 100% maximum allowed. These loans may present more than ordinary risk to the Company if the real estate market weakens in terms of market activity or collateral valuations.

 

 

Business Sector Concentrations

 

Loan concentrations in certain business sectors can be impacted by lower than normal retail sales, higher unemployment, higher vacancy rates, and a weakening in real estate market conditions. The Company has established an internal commercial real estate guideline of 40% of risk-based capital for any single product line.

 

At September 30, 2017 the Company had four product type groups that exceeded this guideline; Real Estate Commercial Construction, which represented 54% of risk-based capital, or $63.8 million, Real Estate Construction – Speculative and Presold, which represented 42% of risk-based capital, or $49.5 million, 1-4 Family Rental, which represented 54% of risk-based capital, or $63.8 million, and Multifamily Residential, which represented 60% of risk-based capital, or $69.9 million. All other commercial real estate groups were at or below the 40% threshold. At December 31, 2016, the Company exceeded the 40% guideline in two product types. The 1-to-4 Family Residential Rental category represented 66% of risk-based capital or $74.2 million and the Multi-family Residential category represented 49% of risk-based capital or $54.5 million at December 31, 2016. All other commercial real estate product types were under the 40% threshold.

 

Acquisition, Development, and Construction Loans (“ADC”)

 

The tables below provide information regarding loans the Company originates for the purpose of acquisition, development, and construction of both residential and commercial properties as of September 30, 2017 and December 31, 2016.

 

Acquisition, Development and Construction Loans

(Dollars in thousands)

 

		September 30, 2017												December 31, 2016
						Land and Land												Land and Land
		Construction				Development				Total				Construction				Development				Total
Total ADC loans		$	120,245			$	27,312			$	147,557			$	76,037			$	24,874			$	100,911
Average Loan Size		$	226			$	294							$	166			$	350
Percentage of total loans			15.75	%			3.58	%			19.33	%			11.23	%			3.67	%			14.90	%
Non-accrual loans		$	248			$	-			$	248			$	151			$	-			$	151

 

Management closely monitors the ADC portfolio by reviewing funding based on project completeness, monthly and quarterly inspections as required by the project, collateral value, geographic concentrations, spec-to-presold ratios and performance of similar loans in the Company’s market area.

 

 

Geographic Concentrations

 

Certain risks exist arising from the geographic location of specific types of higher than normal risk real estate loans. Below is a table showing geographic concentrations for ADC and HELOC loans at September 30, 2017 and December 31, 2016.

 

		September 30, 2017																December 31, 2016
		ADC Loans				Percent				HELOC				Percent				ADC Loans				Percent				HELOC				Percent
		(Dollars in thousands)
Harnett County		$	6,293				4.26	%		$	5,894				13.70	%		$	4,505				4.46	%		$	5,817				14.13	%
Alamance County			2,016				1.37	%			1,190				2.77	%			1,169				1.16	%			1,065				2.59	%
Beaufort County			156				0.11	%			1,502				3.49	%			182				0.18	%			1,026				2.49	%
Brunswick County			8,808				5.97	%			1,754				4.08	%			4,506				4.46	%			1,899				4.61	%
Carteret County			3,027				2.05	%			2,404				5.59	%			585				0.58	%			2,350				5.71	%
Craven County			930				0.63	%			442				1.03	%			-				-	%			-				-	%
Cumberland County			22,468				15.23	%			4,211				9.79	%			22,610				22.41	%			5,278				12.82	%
Pasquotank County			1,030				0.70	%			1,398				3.25	%			947				0.94	%			1,258				3.06	%
Pitt County			15,702				10.64	%			6,334				14.72	%			13,697				13.57	%			5,151				12.52	%
Robeson County			703				0.48	%			3,671				8.53	%			803				0.80	%			3,709				9.01	%
Sampson County			26				0.02	%			1,650				3.84	%			71				0.07	%			1,574				3.83	%
Wake County			22,363				15.15	%			1,367				3.18	%			15,689				15.55	%			1,536				3.73	%
Wayne County			9,996				6.77	%			4,384				10.19	%			9,734				9.65	%			4,281				10.40	%
All other locations			54,039				36.62	%			6,815				15.84	%			26,413				26.17	%			6,214				15.10	%
Total		$	147,557				100.00	%		$	43,016				100.00	%		$	100,911				100.00	%		$	41,158				100.00	%

 

Interest Only Payments

 

Another risk factor that exists in the total loan portfolio pertains to loans with interest only payment terms. At September 30, 2017, the Company had $211.3 million in loans that had terms permitting interest only payments. This represented 27.7% of the total loan portfolio. At December 31, 2016, the Company had $161.5 million in loans that had terms permitting interest only payments. This represented 23.8% of the total loan portfolio as of such date. Notwithstanding the risk inherent with interest only loans, it is customary and general industry practice that loans in the ADC portfolio permit interest only payments during the acquisition, development, and construction phases of such projects.

 

Large Dollar Concentrations

 

Concentrations of high dollar loans or large customer relationships may pose additional risk in the total loan portfolio. The Company’s ten largest loans or lines of credit totaled $66.8 million, or 8.8% of total loans, at September 30, 2017 compared to $62.9 million, or 9.3% of total loans, at December 31, 2016. The Company’s ten largest customer relationships totaled $89.9 million, or 11.8% of total loans, at September 30, 2017 compared to $80.9 million, or 11.9% of total loans, at December 31, 2016. Deterioration or loss in any one or more of these high dollar loan or customer concentrations could have an immediate, significant adverse impact on the Company’s capital position.

 

 

Comparison of Results of Operations for the

Three months ended September 30, 2017 and 2016

 

General. During the third quarter of 2017, the Company had net income of $1.8 million as compared with net income of $1.7 million for the third quarter of 2016. Net income per common share for the third quarter of 2017 was $0.15, basic and diluted, compared with net income per common share of $0.15, basic and diluted, for the third quarter of 2016. Results of operations for the third quarter of 2017 were primarily impacted by an increase of $839,000 in net interest income, and a decrease in non-interest income of $7,000 and a decrease in the provision for loan losses of $135,000 versus the comparative three-month period in 2016. Noninterest expenses increased $808,000 which were primarily related to increased personnel expense of $373,000, merger related expenses of $278,000, foreclosure related expenses of $160,000, information system expenses of $59,000 and other expenses of $34,000 which was partially offset by a reduction in professional fees of $52,000, core deposit intangible amortization of $23,000 and a $20,000 decrease in occupancy expenses. The Company recorded a provision of loan losses of $202,000 for the third quarter of 2017 compared to a provision of $337,000 in the third quarter of 2016. Net interest margin of 4.19% in the third quarter of 2017 decreased 8 basis points from the same period in 2016 resulting from the accretion of the credit mark associated with the acquired Legacy Select loan portfolio and increased deposit costs.

 

Net Interest Income. Net interest income increased to $8.7 million for the third quarter of 2017 from $7.8 million for the third quarter of 2016. The Company’s total interest income was affected by the increase in loan balances due to growth. Average total interest-earning assets were $826.6 million in the third quarter of 2017 compared with $737.2 million during the same period in 2016, while the yield on those assets increased 8 basis points from 4.76% to 4.84%, which was primarily due to the increase in rates on recently originated loans.

 

The Company’s average interest-bearing liabilities increased by $80.2 million to $630.9 million for the quarter ended September 30, 2017 from $550.7 million for the same period one year earlier, and the cost of those funds increased from 0.66% to 0.85%, or 19 basis points. During the third quarter of 2017, the Company’s net interest margin was 4.19% and net interest spread was 3.98%. In the same quarter ended one year earlier, net interest margin was 4.27% and net interest spread was 4.10%.

 

Provision for Loan Losses. Provisions for loan losses are charged to income to bring the allowance for loan losses to a level deemed appropriate by management. In evaluating the allowance for loan losses, management considers factors that include growth, composition and industry diversification of the portfolio, historical loan loss experience, current delinquency levels, adverse situations that may affect a borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions and other relevant factors. The loss history to be applied to its ASC 450 loan pools within the allowance for loan losses is based on the risk-graded pool to which the loss was assigned. Historical loss rates are now calculated by using a loss migration analysis associating losses to the risk-graded pool to which they relate for each of the previous twelve quarters. Then, using a twelve quarter look back period, loss factors are calculated for each risk-graded pool. During the third quarter of 2017, the Company recorded a provision for loan losses of $202,000 based primarily on loan growth and improving credit metrics as compared to a provision of $337,000 in the third quarter of 2016. This trend of improving credit metrics had been consistently maintained in 2017.

 

Non-Interest Income. Non-interest income for the quarter ended September 30, 2017 was $778,000, a slight decrease from $785,000 in the third quarter of 2016. Service charges on deposit accounts decreased $12,000 to $237,000 for the quarter ended September 30, 2017 from $249,000 for the same period in 2016. Other non-deposit fees and income increased $5,000 from the third quarter of 2016 to the third quarter of 2017 due primarily to debit card fee transactions. The Company did not sell any investment securities in the third quarter of 2017 or 2016.

 

Non-Interest Expenses. Non-interest expenses increased by $808,000 to $6.4 million for the quarter ended September 30, 2017, from $5.6 million for the same period in 2016. The following are highlights of the significant categories of non-interest expenses during the third quarter of 2017 compared to the same period in 2016:

 

·

Personnel expenses increased $373,000 to $3.5 million, due to increased staff.

 

 

·

Foreclosed real estate-related expense increased $160,000, primarily due to write downs on a large real estate owned property.

·

There was an increase of $59,000 of information system expenses incurred in the third quarter of 2017 due to compliance and cyber security needs.

·

Professional fees decreased by $52,000 to $211,000, due to internal audit procedures being performed by staff.

·

Occupancy and equipment decreased by $20,000 to $555,000, due to branch restructuring.

·

Merger expenses increased by $278,000 due to announced acquisition.

·

Other non-interest expenses increased by $34,000, primarily due to an increase in administrative related non-interest expenses.

 

Provision for Income Taxes. The Company’s effective tax rate was 37.0% and 34.7% for the quarters ended September 30, 2017 and 2016, respectively. The effective tax rate for the third quarter of 2017 compared to the same quarter in 2016 was impacted by an adjustment to reduce the Company’s deferred tax asset resulting from enacted lower corporate tax rates for the State of North Carolina in 2016.

 

As of September 30, 2017 and December, 31, 2016, the Company had a net deferred tax asset in the amount of $2.7 million and $3.1 million, respectively. In evaluating whether the Company will realize the full benefit of the net deferred tax asset, management considered both positive and negative evidence, including among other things, recent earnings trends, projected earnings, and asset quality. As of September 30, 2017 and December 31, 2016, management concluded that the net deferred tax assets were fully realizable. The Company will continue to monitor deferred tax assets closely to evaluate whether the full benefit of the net deferred tax asset will require a valuation allowance. Significant negative trends in credit quality or losses from operations, among other trends, could impact the realization of the deferred tax asset in the future.

 

Comparison of Results of Operations for the

Nine months ended September 30, 2017 and 2016

 

General. During the first nine months of 2017, the Company had net income of $5.2 million as compared with net income of $5.1 million for the first nine months of 2016. Net income per share for the first nine months of 2017 was $0.45, basic and diluted, compared with net income per share of $0.44, basic and diluted, for the first nine months of 2016. Results of operations for the first nine months of 2017 compared to 2016 was primarily impacted by an increase of $2.0 million in net interest income, an increase in provision for loan losses of $244,000, a decrease of $196,000 in non-interest income and an increase in non-interest expenses of $1.5 million. Net interest margin of 4.20% in the first nine months of 2017 decreased 2 basis points from the same period in 2016.

 

Net Interest Income. Net interest income increased to $25.0 million for the first nine months of 2017 from $23.1 million for the first nine months of 2016. The Company’s total interest income was affected by the increase in total loan balances. Average total interest-earning assets were $800.9 million in the first nine months of 2017 compared with $737.1 million during the same period in 2016, while the yield on those assets increased 8 basis points from 4.72% to 4.80%.

 

The Company’s average interest-bearing liabilities increased by $46.3 million to $607.2 million for the nine months ended September 30, 2017 from $560.9 million for the same period one year earlier and the cost of those funds increased from 0.65% to 0.79%, or 14 basis points. During the first nine months of 2017, the Company’s net interest margin was 4.20% and net interest spread was 4.00%. In the same period ended one year earlier, net interest margin was 4.22% and net interest spread was 4.07%. The increase in the cost of funds was the primary driver of lower net interest margin in 2017.

 

 

Provision for Loan Losses. Provisions for loan losses are charged to income to bring the allowance for loan losses to a level deemed appropriate by management. In evaluating the allowance for loan losses, management considers factors that include growth, composition and industry diversification of the portfolio, historical loan loss experience, current delinquency levels, adverse situations that may affect a borrower’s ability to repay, estimated value of any underlying collateral, prevailing economic conditions and other relevant factors. The loss history to be applied to its ASC 450 loan pools within the allowance for loan losses is based on the risk-graded pool to which the loss was assigned. Historical loss rates are now calculated by using a loss migration analysis associating losses to the risk-graded pool to which they relate for each of the previous twelve quarters. Then, using a twelve quarter look back period, loss factors are calculated for each risk-graded pool. The Company recorded a provision of $1.1 million for the first nine months of 2017 compared to $847,000 for the first nine months of 2016. Loan growth was the primary contributor to the increased 2017 provision expense. Improving credit metrics have been consistently maintained in 2016 and 2017.

 

Non-Interest Income. Non-interest income for the nine months ended September 30, 2016 was $2.3 million, a decrease of $196,000 from the first nine months of 2016. Service charges on deposit accounts decreased $74,000 to $668,000 for the nine months ended September 30, 2017 from $742,000 for the same period in 2016, primarily due to a decrease in overdraft charges. Other non-deposit fees and income decreased $100,000 from the first nine months of 2016 to the first nine months of 2017, primarily due to decreases in debit card activity. The Company recognized a gain on sale of investment securities of $22,000 for the first nine months of 2016 compared to no gains for the first nine months of 2017.

 

Non-Interest Expenses. Non-interest expenses increased by $1.5 million to $18.2 million for the nine months ended September 30, 2017, from $16.8 million for the same period in 2016. Non-interest expenses were also impacted in 2017 by $278,000 in merger related expenses for our announced acquisition of Premara. The following are highlights of the significant categories of non-interest expenses during the first nine months of 2017 versus the same period in 2016:

 

·

Personnel expenses increased $1.2 million to $10.7 million, due to additions in staff.

·

Occupancy and equipment expenses decreased by $137,000 due to branch repositioning.

·

CDI amortization expense decreased by $69,000 in the first nine months of 2017 due to scheduled reductions.

·

Deposit insurance expense decreased $115,000 due to rate reductions.

·

Information systems expense increased $64,000 due to compliance and cybersecurity initiatives.

·

Merger related expenses increased by $278,000 due to an announced acquisition.

·

Foreclosed real estate increased $88,000 due to write downs on a large property.

·

Other non-interest expenses increased by $113,000, due to small increases in several categories of other non-interest expenses.

 

Provision for Income Taxes. The Company’s effective tax rate was 34.7% and 35.2% for the nine months ended September 30, 2017 and 2016, respectively. The effective tax rate for the first nine months of 2017 was impacted by North Carolina corporate income tax rate reductions compared to 2016 tax rates.

 

As of September 30, 2017 and December, 31, 2016, the Company had a net deferred tax asset in the amount of $2.7 million and $3.1 million, respectively. In evaluating whether the Company will realize the full benefit of the net deferred tax asset, management considered both positive and negative evidence, including among other things recent earnings trends, projected earnings, and asset quality. As of September 30, 2017 and December 31, 2016, management concluded that the net deferred tax asset was fully realizable. The Company will continue to monitor deferred tax assets closely to evaluate whether the full benefit of the net deferred tax asset will require a valuation allowance. Significant negative trends in credit quality or losses from operations, among other trends, could impact the realization of the deferred tax asset in the future.

 

 

Liquidity

 

The Company’s liquidity is a measure of its ability to fund loans, withdrawals and maturities of deposits, and other cash outflows in a cost effective manner. The principal sources of liquidity are deposits, scheduled payments and prepayments of loan principal, maturities of investment securities, access to liquid deposits, and funds provided by operations. While scheduled loan payments and maturing investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Liquid assets (consisting of cash and due from banks, interest-earning deposits with other banks, federal funds sold and investment securities classified as available for sale) represented 11.6% of total assets at September 30, 2017 which was a decrease as compared to 13.9% as of December 31, 2016. This reduction in liquid assets to total assets resulted primarily from loan growth and letting higher rate deposits roll off.

 

The Company has been a net seller of federal funds since its inception and strives to maintain a position of liquidity sufficient to fund future loan demand and to satisfy fluctuations in deposit levels. Should the need arise, the Company would have the capability to sell securities classified as available for sale or to borrow funds as necessary. As of September 30, 2017, the Company had existing credit lines with other financial institutions to purchase up to $153.0 million in federal funds. Also, as a member of the FHLB of Atlanta, the Company may obtain advances of up to 25% of total assets, subject to available collateral. A floating lien of $109.3 million of qualifying loans is pledged to the FHLB to secure borrowings. At September 30, 2017, the Company had $22.4 million in FHLB advances outstanding. At September 30, 2017, in addition to FHLB advances, total borrowings also consisted of subordinated debentures of $12.4 million.

 

Total deposits were $775.0 million at September 30, 2017. Time deposits, which are the only deposit accounts that have stated maturity dates, are generally considered to be rate sensitive. Time deposits represented 48.4% of total deposits at September 30, 2017. Time deposits of $250,000 or more represented 11.8% of the Company’s total deposits at September 30, 2017. At quarter-end, the Company had $61.7 million in brokered time deposits and no brokered demand deposits. Management believes most other time deposits are relationship-oriented. While the Bank will need to pay competitive rates to retain these deposits at their maturities, there are other subjective factors that will determine their continued retention. Based upon prior experience, the Company anticipates that a substantial portion of outstanding certificates of deposit will renew upon maturity.

 

Management believes that current sources of funds provide adequate liquidity for the Bank’s current cash flow needs. The Company maintains minimal cash balances at the parent holding company level. Management believes that the current cash balances will provide adequate liquidity for the Company’s current cash flow needs.

 

Capital Resources

 

A significant measure of the strength of a financial institution is its capital base. Federal regulations have classified and defined capital into the following components: (1) Tier 1 capital, which includes common shareholders’ equity and qualifying preferred equity, and (2) Tier 2 capital, which includes a portion of the allowance for loan losses, certain qualifying long-term debt and preferred stock which does not qualify as Tier 1 capital. Commencing in the first quarter of 2015, financial institutions and their holding companies became subject to the BASEL III capital requirements. A new part of the capital ratios profile under the Basel III rules is the common equity Tier 1 risk-based ratio which does not include limited life components such as trust preferred securities and SBLF preferred stock in this calculation. Minimum capital levels are regulated by risk-based capital adequacy guidelines, which require a financial institution to maintain capital as a percentage of its assets, and certain off-balance sheet items adjusted for predefined credit risk factors (risk-adjusted assets). The Company’s equity to assets ratio was 11.9% at September 30, 2017.

 

 

As the following table indicates, at September 30, 2017, the Company and the Bank both exceeded minimum regulatory capital requirements as specified in the tables below.

 

		Actual				Minimum
Select Bancorp, Inc.		Ratio				Requirement
Total risk-based capital ratio			14.18	%			8.00	%
Tier 1 risk-based capital ratio			13.18	%			6.00	%
Leverage ratio			12.57	%			4.00	%
Common equity Tier 1 risk-based capital ratio			11.79	%			4.50	%

 

						Regulatory
		Actual				Minimum				Well-Capitalized
Select Bank & Trust		Ratio				Requirement				Requirement
Total risk-based capital ratio			13.56	%			8.00	%			10.00	%
Tier 1 risk-based capital ratio			12.56	%			6.00	%			8.00	%
Leverage ratio			11.98	%			4.00	%			5.00	%
Common equity Tier 1 risk-based capital ratio			12.56	%			4.50	%			6.50	%

 

During 2004, the Company issued $12.4 million of junior subordinated debentures to a newly formed subsidiary, New Century Statutory Trust I, which in turn issued $12.0 million of trust preferred securities. The proceeds from the sale of the trust preferred securities provided additional capital for the growth and expansion of the Bank. Under the current applicable regulatory guidelines, all of the proceeds from the issuance of these trust preferred securities qualify as Tier 1 capital as of September 30, 2017.

 

Management expects that the Bank will remain “well-capitalized” for regulatory purposes, although there can be no assurance that additional capital will not be required in the future.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

The Company intends to reach its strategic financial objectives through the effective management of market risk. Like many financial institutions, the Company’s most significant market risk exposure is interest rate risk. The Company's primary goal in managing interest rate risk is to minimize the effect that changes in market interest rates have on earnings and capital. This goal is accomplished through the active management of the balance sheet. The goal of these activities is to structure the maturity and repricing of assets and liabilities to produce stable net interest income despite changing interest rates. The Company's overall interest rate risk position is governed by policies approved by the Board of Directors and guidelines established and monitored by the Bank’s Asset/Liability Committee (“ALCO”).

 

To measure, monitor, and report on interest rate risk, the Company begins with two models: (1) net interest income ("NII") at risk, which measures the impact on NII over the next twelve and twenty-four months to immediate changes in interest rates and (2) net economic value of equity ("EVE"), which measures the impact on the present value of net assets to immediate changes in interest rates. NII at risk is designed to measure the potential short-term impact of changes in interest rates on NII. EVE is a long-term measure of interest rate risk to the Company's balance sheet, or equity. Gap analysis, which is the difference between the amount of balance sheet assets and liabilities repricing within a specified time period, is used as a secondary measure of the Company's interest rate risk position. All of these models are subject to ALCO guidelines and are monitored regularly.

 

In calculating NII at risk, the Company begins with a base amount of NII that is projected over the next twelve and twenty-four months, assuming that the balance sheet is static and the yield curve remains unchanged over the period. The current yield curve is then “shocked,” or moved immediately, ±1.0 percent, ±2.0 percent, ±3.0 percent and ±4.0 percent in a parallel fashion, or at all points along the yield curve. New twelve-month and twenty four-month NII projections are then developed using the same balance sheet but with the new yield curves and these results are compared to the base scenario. The Company also models other scenarios to evaluate potential NII at risk such as a gradual ramp in interest rates, a flattening yield curve, a steepening yield curve, and others that management deems appropriate.

 

EVE at risk is based on the change in the present value of all assets and liabilities under different interest rate scenarios. The present value of existing cash flows with the current yield curve serves as the base case. The Company then applies an immediate parallel shock to that yield curve of ±1.0 percent, ±2.0 percent, ±3.0 percent and ±4.0 percent and recalculates the cash flows and related present values.

 

Key assumptions used in the models described above include the timing of cash flows, the maturity and repricing of assets and liabilities, changes in market conditions, and interest-rate sensitivities of the Company's non-maturity deposits with respect to interest rates paid and the level of balances. These assumptions are inherently uncertain and, as a result, the models cannot precisely calculate future NII or predict the impact of changes in interest rates on NII and EVE. Actual results could differ from simulated results due to the timing, magnitude and frequency of changes in interest rates and market conditions, changes in spreads and management strategies, among other factors. Projections of NII are assessed as part of the Company's forecasting process.

 

NII and EVE Analysis. The following table presents the estimated exposure to NII for the next twelve months due to immediate changes in interest rates and the estimated exposure to EVE due to immediate changes in interest rates. All information is presented as of June 30, 2017.

 

 

		June 30, 2017
(Dollars in thousands)		Estimated Exposure to NII				Estimated Exposure to EVE
Immediate change in interest rates:
+ 4.0%			14.4	%			6.0	%
+ 3.0%			11.6				5.4
+ 2.0%			8.3				4.2
+ 1.0%			4.1				2.3
No change			-				-
- 1.0%			(5.0	)			(4.8	)

 

While the measures presented in the table above are not a prediction of future NII or EVE valuations, they do suggest that if all other variables remained constant, immediate increases in interest rates at all points on the yield curve may produce higher NII in the short term. Other important factors that impact the levels of NII are balance sheet size and mix, interest rate spreads, the slope of the yield curve, the speed of interest rates changes, and management actions taken in response to the preceding conditions.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures. At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14.

 

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective (1) to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

 

Changes in internal control over financial reporting. Management of the Company has evaluated, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, changes in the Company's internal controls over financial reporting (as defined in Rule 13a−15(f) and 15d−15(f) of the Exchange Act) during the third quarter of 2017. In connection with such evaluation, the Company has determined that there have been no changes in internal control over financial reporting during the third quarter of 2017 that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 

Part II.        OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The discussion under the subheading “Litigation Related to the Proposed Merger” under “Note K – Subsequent Events” in the accompanying Notes to Consolidated Financial Statements included in Part I of this Report is incorporated herein by reference.

 

Except as noted in the immediately prior paragraph, the Company is not currently engaged in, nor are any of its properties subject to, any material legal proceedings.  From time to time, the Bank is a party to legal proceedings in the ordinary course of business wherein it attempts to collect loans, enforce its security interest in loans, or other matters of similar nature.

 

Item 1A. Risk Factors

 

We face additional risk of litigation due to our acquisition strategy.

 

In addition to the ordinary risk of litigation that we face in connection with our day-to-day banking activities, we also face litigation risk in connection with our strategy to grow through acquisition of other financial institutions. The Company, as well as our directors and officers and the companies we seek to acquire, may face claims from shareholders related to transaction disclosures or alleged breaches of fiduciary duties in connection with entering into such acquisition transactions. The defense or settlement of any such lawsuit or claims, or the delay that any such lawsuit may cause on the strategic acquisitions that we pursue, may adversely affect the Company’s business, financial condition, results of operations and cash flows.

 

Except as noted in the immediately prior paragraph, there are no material changes from the risk factors set forth under Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The Company announced a repurchase program on August 31, 2016, by which management was authorized to repurchase up to 581,518 shares of Company common stock in the open market and through privately negotiated transactions. There were no share repurchase transactions conducted during the three-month period covered by this Report.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 

Item 6. Exhibits

 

Exhibit Index

 

				Incorporated by Reference (Unless Otherwise Indicated)
Exhibit No.		Description of Exhibit		Form		Exhibit		Filing Date		SEC File No.
2.1		Agreement and Plan of Merger and Reorganization by and among Select Bancorp, Inc., Select Bank & Trust Company, Premara Financial, Inc., and Carolina Premier Bank dated as of July 20, 2017		8-K		2.1		07/26/17		000-50400
31.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act						Filed herewith
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act						Filed herewith
32.1		Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act						Furnished herewith
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act						Furnished herewith
101		Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, in XBRL (eXtensible Business Reporting Language)						Filed herewith

 

 

SIGNATURES

 

Pursuant to 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.

 

	SELECT BANCORP, INC.
Date: November 9, 2017	By:	/s/ William L. Hedgepeth II
		William L. Hedgepeth II
		President and Chief Executive Officer
Date: November 9, 2017	By:	/s/  Mark A. Jeffries
		Mark A. Jeffries
		Executive Vice President and Chief Financial Officer