U.S. Securities and Exchange Commission

Washington, D.C. 20549

 

Form 10-Q

 

xQuarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2017March 31, 2018

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. YesxNo¨

 

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). YesxNo¨

 

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 filerx

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¨Nox

 

As of November 3, 2017,May 4, 2018, the Registrant had outstanding 11,662,62114,014,487 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, 2017March 31, 2018 and December 31, 201620173
 
Consolidated Statements of Operations Three Months Ended March 31, 2018 and Nine Months Ended September 30, 2017 and 20164
 
Consolidated Statements of Comprehensive Income Three Months Ended March 31, 2018 and Nine Months Ended September 30, 2017 and 20165
 
Consolidated Statements of Changes in Shareholders’ Equity NineThree Months Ended September 30,March 31, 2018 and 2017 and 20166
 
Consolidated Statements of Cash Flows NineThree Months Ended September 30,March 31, 2018 and 2017 and 20167
 
Notes to Consolidated Financial Statements9
 
Item 2 -Management’s Discussion and Analysis of Financial Condition andResults of Operations46
 
Item 3 -Quantitative and Qualitative Disclosures about Market Risk5756
 
Item 4 -Controls and Procedures5857
 
Part II.OTHER INFORMATION
 
Item 1 -Legal Proceedings59
 
Item 1A -Risk Factors59
 
Item 2 -Unregistered Sales of Equity Securities and Use of Proceeds59
 
Item 3 -Defaults Upon Senior Securities59
 
Item 4 -Mine Safety Disclosures59
 
Item 6 -Exhibits60
 
 Signatures61

 

 2 

 

  

Part I.Financial Information

Item 1 - Financial Statements

 

SELECT BANCORP, INC.
CONSOLIDATED BALANCE SHEETS

 

 September 30, 2017 December 31,  March 31, 2018 December 31, 
 (Unaudited)  2016*  (Unaudited) 2017* 
 (In thousands, except share  (In thousands, except share 
 and per share data)  and per share data) 
ASSETS                
Cash and due from banks $15,518  $14,372  $14,477  $16,554 
Interest-earning deposits in other banks  36,793   40,342   69,666   37,996 
Certificates of deposit  1,000   1,000   1,500   1,500 
Federal funds sold  15,125   6,645 
Investment securities available for sale, at fair value  53,705   62,257   59,326   63,774 
Loans held for sale  442   98 
Loans  763,432   677,195   978,275   982,626 
Allowance for loan losses  (8,647)  (8,411)  (8,957)  (8,835)
NET LOANS  754,785   668,784   969,318   973,791 
        
Accrued interest receivable  2,949   2,768   3,763   3,997 
Stock in Federal Home Loan Bank of Atlanta (“FHLB”), at cost  1,712   2,251   3,674   2,490 
Other non-marketable securities  630   703   905   1,019 
Foreclosed real estate  2,093   599   1,525   1,258 
Premises and equipment, net  17,353   17,931   18,183   18,268 
Bank owned life insurance  22,610   22,183   28,600   28,431 
Goodwill  6,931   6,931   24,579   24,904 
Core deposit intangible (“CDI”)  547   810   2,826   3,101 
Assets held for sale  846   846   796   846 
Other assets  5,277   4,863   7,846   9,463 
TOTAL ASSETS $922,749  $846,640  $1,222,551  $1,194,135 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Deposits:                
Demand $173,231  $163,569  $233,689  $227,066 
Savings  34,214   38,394   62,970   69,503 
Money market and NOW  192,685   174,205   264,846   250,864 
Time  374,892   303,493   447,976   447,611 
TOTAL DEPOSITS  775,022   679,661   1,009,481   995,044 
Short-term debt  22,366   37,090   32,173   28,279 
Long-term debt  12,372   23,039   39,372   19,372 
Accrued interest payable  302   221   499   427 
Accrued expenses and other liabilities  2,868   2,356   3,353   14,898 
TOTAL LIABILITIES  812,930   742,367   1,084,878   1,058,020 
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 
Preferred stock, no par value, 5,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2018 and December 31, 2017  -   - 
Common stock, $1.00 par value, 25,000,000 shares authorized; 14,013,917 and 14,009,137 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively  14,014   14,009 
Additional paid-in capital  69,753   69,597   95,916   95,850 
Retained earnings  27,903   22,673   27,755   25,858 
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)
Common stock issued to deferred compensation trust, at cost; 291,964 and 295,231 shares outstanding at March 31, 2018 and December 31, 2017, respectively  (2,477)  (2,518)
Directors’ Deferred Compensation Plan Rabbi Trust  2,413   2,340   2,477   2,518 
Accumulated other comprehensive income  500   358 
Accumulated other comprehensive income (loss)  (12)  398 
TOTAL SHAREHOLDERS’ EQUITY  109,819   104,273   137,673   136,115 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $922,749  $846,640  $1,222,551  $1,194,135 

 

* Derived from audited consolidated financial statements.

 

See accompanying notes.

 

 3 

 

  

SELECT BANCORP, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

 

 Three Months Ended 
 Three Months Ended Nine Months Ended  March 31, 
 September 30,  September 30,  2018 2017 
 2017  2016  2017  2016  (In thousands, except share 
 (In thousands, except share and per share data)  and per share data) 
INTEREST INCOME                        
Loans $9,592  $8,369  $27,323  $24,576  $13,157  $8,707 
Federal funds sold and interest-earning deposits in other banks  143   52   350   189   211   88 
Investments  307   334   963   1,067   354   330 
        
TOTAL INTEREST INCOME  10,042   8,755   28,636   25,832   13,722   9,125 
        
INTEREST EXPENSE                        
Money market, NOW and savings deposits  140   98   360   291   314   103 
Time deposits  1,010   642   2,649   1,950   1,354   759 
Short-term debt  177   22   295   162   129   9 
Long-term debt  30   147   297   345   221   176 
        
TOTAL INTEREST EXPENSE  1,357   909   3,601   2,748   2,018   1,047 
        
NET INTEREST INCOME  8,685   7,846   25,035   23,084   11,704   8,078 
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 
        
PROVISION FOR (RECOVERY OF) LOAN LOSSES  141   (194)
        
NET INTEREST INCOME AFTER PROVISION FOR (RECOVERY OF) LOAN LOSSES  11,563   8,272 
        
NON-INTEREST INCOME                        
Gain on sale of investment securities  -   -   -   22 
Fees on the sale of Mortgages  26   - 
Service charges on deposit accounts  237   249   668   742   276   215 
Other fees and income  541   536   1,618   1,718   863   515 
        
TOTAL NON-INTEREST INCOME  778   785   2,286   2,482   1,165   730 
        
NON-INTEREST EXPENSE                        
Personnel  3,549   3,176   10,665   9,465   4,741   3,414 
Occupancy and equipment  555   575   1,619   1,756   888   572 
Deposit insurance  75   76   222   337   165   72 
Professional fees  211   263   782   750   270   320 
CDI amortization  82   105   263   332   275   93 
Merger/acquisition related expenses  278   -   278   -   1,826   - 
Information systems  569   510   1,607   1,543   1,002   504 
Foreclosed-related expenses  300   140   291   203 
Foreclosure-related expenses  12   16 
Other  820   786   2,497   2,384   1,105   814 
        
TOTAL NON-INTEREST EXPENSE  6,439   5,631   18,224   16,770   10,284   5,805 
        
INCOME BEFORE INCOME TAX  2,822   2,663   8,006   7,949   2,444   3,197 
        
INCOME TAXES  1,043   924   2,776   2,800   547   1,082 
                        
NET INCOME  1,779   1,739   5,230   5,149  $1,897  $2,115 
                        
DIVIDENDS ON PREFERRED STOCK  -   -   -   4 
NET INCOME AVAILABLE                
TO COMMON SHAREHOLDERS $1,779  $1,739  $5,230  $5,145 
NET INCOME PER COMMON SHARE                
NET INCOME PER COMMON SHAREHOLDERS        
Basic $0.15  $0.15  $0.45  $0.44  $0.14  $0.18 
Diluted $0.15  $0.15  $0.45  $0.44  $0.13  $0.18 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                        
Basic  11,662,580   11,627,270   11,659,139   11,601,993   14,011,707   11,652,612 
Diluted  11,717,533   11,666,280   11,711,830   11,647,915   14,081,776   11,714,336 

 

See accompanying notes.

 

 4 

 

  

SELECT BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

 

 Three Months Ended Nine Months Ended  Three Months Ended 
 September 30,  September 30,  March 31, 
 2017  2016  2017  2016  2018 2017 
 (In thousands)  (In thousands) 
              
Net income $1,779  $1,739  $5,230  $5,149  $1,897  $2,115 
                        
Other comprehensive income (loss):                        
Unrealized gain (loss) on investment securities available for sale  (11)  (259)  222   840   (536)  82 
Tax effect  5   97   (80)  (300)  126   (30)
  (6)  (162)  142   540   (410)  52 
        
Reclassification adjustment for gain included in net income  -   -   -   (22)  -   - 
Tax effect  -   -   -   8   -   - 
  -   -   -   (14)  -   - 
                        
Total  (6)  (162)  142   526   (410)  52 
                        
Total comprehensive income $1,773  $1,577  $5,372  $5,675  $1,487  $2,167 

 

See accompanying notes.

 

 5 

 

 

SELECT BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
(in thousands, except share data)

(in thousands, except share data)

 

              Common                      Common        
              Stock                       Stock     Accumulated    
              Issued     Accumulated                  Issued     Other    
          Additional     to Deferred     Other Total           Additional     to Deferred     Compre- 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 
                                         Preferred Stock Common Stock paid-in Retained Compensation Deferred hensive Shareholders’ 
                                         Shares Amount Shares Amount Capital Earnings Trust Comp Plan Income (loss) Equity 
Balance at December 31, 2016  -  $-   11,645,413  $11,645  $69,597  $22,673  $(2,340) $2,340  $358  $104,273   -  $-   11,645,413  $11,645  $69,597  $22,673  $(2,340) $2,340  $358  $104,273 
Net income  -   -   -   -   -   5,230   -   -   -   5,230   -   -   -   -   -   2,115   -   -   -   2,115 
Other comprehensive income, net  -   -   -   -   -   -   -   -   142   142   -   -   -   -   -   -   -   -   52   52 
Stock option exercises  -   -   17,208   18   86   -   -   -   -   104   -   -   16,158   17   81   -   -   -   -   98 
Stock based compensation  -   -   -   -   70   -   -   -   -   70   -   -   -   -   24   -   -   -   -   24 
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 
Directors’ equity incentive plan, net  -   -   -   -   -   -   40   (40)  -   - 
Balance at March 31, 2017  -  $-   11,661,571  $11,662  $69,702  $24,788  $(2,300) $2,300  $410  $106,562 
                                        
Balance at December 31, 2017  -  $-   14,009,137  $14,009  $95,850  $25,858  $(2,518) $2,518  $398  $136,115 
Net income  -   -   -   -   -   1,897   -   -   -   1,897 
Other comprehensive income loss  -   -   -   -   -   -   -   -   (410)  (410)
Stock option exercises  -   -   4,780   5   21   -   -   -   -   26 
Stock based compensation  -   -   -   -   45   -   -   -   -   45 
Directors’ equity incentive plan, net  -   -   -   -   -   -   41   (41)  -   - 
Balance at March 31, 2018  -  $-   14,013,917  $14,014  $95,916  $27,755  $(2,477) $2,477  $(12) $137,673 

 

See accompanying notes.

 

 6 

 

  

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)

  Three Months Ended 
  March 31, 
  2018  2017 
  (In thousands) 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net income $1,897  $2,115 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Provision for (recovery of) loan losses  141   (194)
Depreciation and amortization of premises and equipment  444   291 
Amortization and accretion of investment securities  170   144 
Amortization of deferred loan fees and costs  (155)  (150)
Amortization of core deposit intangible  275   93 
Stock-based compensation  45   24 
Accretion on acquired loans  (938)  (253)
Amortization of acquisition premium on time deposits  (80)  (90)
Net accretion of acquisition discount on borrowings  (5)  (44)
Increase in cash surrender value of bank owned life insurance  (169)  (141)
Proceeds from loans held for sale  (2,365)  - 
Originations of loans held for sale  1,995   - 
Gain on sales of loans held for sale  26   - 
Net loss on sale and write-downs of foreclosed real estate  11   6 
Loss (Gain) on sale of premises and equipment  49   (8)
Write-down on assets held for sale  50   - 
Change in assets and liabilities:        
Net change in accrued interest receivable  234   244 
Net change in other assets  2,068   (81)
Net change in accrued expenses and other liabilities  (11,473)  1,102 
         
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  (7,780)  3,058 
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Redemption (purchase) of FHLB stock  (1,184)  104 
Redemption of non-marketable security  114   - 
Purchase of investment securities available for sale  -   (759)
Maturities of investment securities available for sale  100   965 
Mortgage-backed securities pay-downs  3,642   1,581 
Net change in loans outstanding  5,085   (29,799)
Proceeds from sale of foreclosed real estate  62   154 
Net purchases of premises and equipment  (408)  (55)
         
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES  7,411   (27,809)

 

See accompanying notes.

 

 7 

 

  

SELECT BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Continued)

 

 Nine Months Ended  Three Months Ended 
 September 30,  March 31, 
 2017  2016  2018 2017 
 (In thousands)  (In thousands) 
CASH FLOWS FROM FINANCING ACTIVITIES                
Net change in deposits $95,590  $26,502  $14,517  $33,567 
Proceeds from short-term debt  -   22,000   3,899   - 
Proceeds from long-term debt  20,000   - 
Repayments on short-term debt  (14,724)  (18,493)  -   (3,740)
Repayments on long-term debt  (10,580)  (1,124)  -   (100)
Preferred stock dividends paid  -   (4)
Redemption of preferred stock  -   (7,645)
Proceeds from stock option exercises  104   410   26   98 
                
NET CASH PROVIDED BY FINANCING ACTIVITIES  70,390   21,646   38,442   29,825 
                
NET CHANGE IN CASH AND CASH EQUIVALENTS  (2,403)  10,585   38,073   5,074 
                
CASH AND CASH EQUIVALENTS, BEGINNING  55,714   63,409   62,695   55,714 
                
CASH AND CASH EQUIVALENTS, ENDING $53,311  $73,994  $100,768  $60,788 
                
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                
Cash paid during the period for:                
Interest $3,520  $2,790  $1,946  $1,056 
Income Taxes  2,322   1,772 
Taxes  -   - 
                
Non-cash transactions:                
Unrealized gains on investment securities available for sale, net of tax  142   526 
Unrealized gains (losses) on investment securities available for sale, net of tax  (410)  52 
Transfers from loans to foreclosed real estate  2,495   1,142   340   444
Transfers from premises and equipment to assets held for sale  -   768 

See accompanying notes.

 

 8 

 

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

NOTE A - BASIS OF PRESENTATION

 

Select Bancorp, Inc. (“Company”(the “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.

 

SelectThe 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 LegacyCompany acquired Select Bank & Trust Company, Greenville, North Carolina, and changed the Bank changed itsBank’s legal name from New Century Bank to Select Bank & Trust Company. On December 15, 2017, the Company followingacquired Premara Financial, Inc. and its subsidiary Carolina Premier Bank through the merger of Premara with and into the two banking corporations.Company, followed immediately by the merger of Carolina Premier with and into the Bank. The Bank iscontinues as the only banking subsidiary of the Company andwith 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 ofas well as in Charlotte, North Carolina and northwest South Carolina. The Bank is subject to the rulessupervision and regulationsregulation 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,March 31, 2018 and 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 periodsthree-month period ended September 30, 2017March 31, 2018 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2017.2018.

 

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 20162017 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on March 14, 2017.16, 2018. 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, 2017March 31, 2018 presentation. Such reclassifications had no effect on shareholders’ equity or net income as previously reported.

 

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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,March 31, 2018 and 2017 and 2016 there were 152,300121,300 and 123,80073,500 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 
  Three Months Ended 
  March 31, 
  2018  2017 
Weighted average shares used for basic net income per share  14,011,707   11,652,612 
         
Effect of dilutive stock options  70,069   61,724 
Weighted average shares used for diluted net income per share  14,081,776   11,714,336 

 

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

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

 

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

 

In February 2018, the FASB issued ASU 2018-02,Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU requires a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate in the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), which was enacted on December 22, 2017. The Tax Act included a reduction to the corporate income tax rate from 35 percent to 21 percent effective January 1, 2018. The amount of the reclassification would be the difference between the historical corporate income tax rate and the newly enacted 21 percent corporate income tax rate.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company early adopted this pronouncement by retrospective application to each period in which the effect of the change in the tax rate under the 2017 Tax Act is recognized. The impact of the reclassification from other comprehensive income to retained earnings of $67.000 was included in the Statement of Changes in Shareholders’ Equity for the year ended December 31, 2017.

ASU 2014-09,Revenue from Contracts with Customers (Topic 606), ASU 2015-14Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ASU 2016-08Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,ASU 2016-11Revenue 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 2016-12Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, ASU 2016-20Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,and ASU 2017-05Other 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 —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 usingadopted ASU 2014-09 and its related amendments on its required effective date of January 1, 2018 utilizing the modified retrospective method and without electing anyapproach. Since there was no net income impact upon adoption of the practical expedients available. The Company has performed an analysis of thenew guidance, and it isa cumulative effect adjustment to opening retained earnings was not expected to have a significant impact on the Company's financial position or results of operations but will increase disclosures of revenue.necessary. See Note HRevenue Recognition for more information.

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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) requiresrequire equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifiessimplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminateseliminate 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) requiresrequire public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requiresrequire 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) requiresrequire 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) clarifiesclarify 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.adopted early. The guidance isdid 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

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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.

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

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

 

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 ASU 2016-15,Statement of Cash Flows topic (Topic 230): Classifications of Certain Cash Receipts and Cash Payments,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 bewere effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. The Company doesJanuary 1, 2018 and did 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—EquityASU 2016-07,Investments-Equity Method and Joint Ventures Topics(Topic 323): Simplifying the Transition to the Equity Method of the Accounting Standards Codification. was updated.  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 theASU 2017-04,Intangibles - Goodwill and Other Topic of(Topic 350):Simplifying the Accounting Standards CodificationTest for Goodwill Impairment was amended 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

12

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 ASU 2017-05,Other Income Topic– Gains and Losses from the Derecognition of the Accounting Standards Codification to clarifyNonfinancial Assets (Subtopic 610-20) clarified 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 bewere effective for the Company for reporting periods beginning after December 15, 2017. The Company doesJanuary 2018 and did not expect these amendments to have a material effect on its financial statements.

13

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

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

 

In May 2017, the FASB ASU 2017-07,Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costamended 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 bewere effective for the Company for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption iswas permitted. These amendments did not have a material effect on the financial statements.

In February 2018, the FASB issued ASU 2018-03,Technical Corrections and Improvements to Financial Instruments—Overall(Subtopic 825-10):Recognition and Measurement of Financial Assets and Financial Liabilities to clarify certain aspects of the guidance issued in ASU 2016-01. The amendments will be effective for the third quarter of 2018 subsequent to adopting the amendments in ASU 2016-01. All entities may early adopt these amendments for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, as long as they have adopted ASU 2016-01. The Company does not expect these amendments to have a material effect on its financial statements.

In March 2018, the FASB issued ASU 2018-4,Investments—Debt Securities(Topic 320)and Regulated Operations(Topic 980):Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 117 and SEC Release No. 33-9273 which incorporate into the Accounting Standards Codification recent SEC guidance which was issued in order to make the relevant interpretive guidance consistent with current authoritative accounting and auditing guidance and SEC rules and regulations. The amendments were effective upon issuance. These amendments did not have a material effect on its financial statements.

In March 2018, the FASB issued ASU 2018-05Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update) which updated the Income Taxes Topic of the Accounting Standards Codification. The amendments incorporate into the Accounting Standards Codification recent SEC guidance related to the income tax accounting implications of the Tax Cuts and Jobs Act. The amendments were effective upon issuance. These amendments did not 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.

 

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

 

NOTEDNOTE 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.

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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,agencies, 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.March 31, 2018. Valuation techniques are consistent with techniques used in prior periods.

15

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 recurring basis as of September 30, 2017March 31, 2018 and December 31, 20162017 (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  $- 
Investment securities
available for sale
March 31, 2018
 Fair value  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant
Other
Observable
Inputs (Level 2)
  Significant
Unobservable
Inputs (Level 3)
 
U.S. government agencies – GSE's $12,158  $-  $12,158  $- 
Mortgage-backed securities - GSE’s  26,814   -   26,814   - 
Corporate Bonds  1,809   -   1,809   - 
Municipal bonds  18,545   -   18,545   - 
Total investment held for sale $59,326  $-  $59,326  $- 

 

     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  $- 

Investment securities
available for sale
December 31, 2017
 Fair value  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant
Other
Observable
Inputs (Level 2)
  Significant
Unobservable
Inputs (Level 3)
 
             
U.S. government agencies – GSE's $13,364  $-  $13,364  $- 
Mortgage-backed securities - GSE’s  29,684   -   29,684   - 
Corporate Bonds  1,888   -   1,888   - 
Municipal bonds  18,838   -   18,838   - 
Total investment held for sale $63,774  $-  $63,774  $- 

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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.

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

NOTE D – FAIR VALUE MEASUREMENTS (continued)

 

Impaired 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 ana specific reserve in the 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, 2017March 31, 2018 and December 31, 2016,2017, substantially all of the total impaired loans were evaluated based on the fair value of the collateral. Impaired loans where an allowancea specific reserve 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,March 31, 2018, 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.March 31, 2018.

 

Foreclosed Real Estate

Foreclosed real estate are properties recorded at the balance of the loan or an estimated fair value of the real estate collateral less estimated selling costs.costs, whichever is less. 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,March 31, 2018, the discounts used ranged between 6% and 10%. There have been no changes in valuation techniques for the three months ended September 30, 2017.March 31, 2018.

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,March 31, 2018 and December 31, 2017. There have been no changes in the valuation techniques for the three months ended SeptemberMarch 31, 2018.

Loans held for sale

The Company originated fixed and variable rate residential mortgage loans on a service release basis in the secondary market. Loans closed but not yet settled with an investor are carried in our loans held for sale portfolio.   Virtually all of these loans have commitments to be purchased by investors and the majority of these loans were locked in by price with the investors on the same day or shortly thereafter that the loan was locked in with our customers.  Therefore, these loans present very little market risk.  The Company usually delivers to, and receives funding from, the investor within 30 2017.to 60 days.  Commitments to sell these loans to the investor are considered derivative contracts and are sold to investors on a “best efforts” basis. The Company is not obligated to deliver a loan or pay a penalty if a loan is not delivered to the investor. Because of the short-term nature of these derivative contracts, the fair value of the mortgage loans held for sale in most cases is materially the same as the value of the loan amount at its origination.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses are provided for in a valuation allowance by charges to operations as a component of mortgage banking income. Gains or losses on sales of loans are recognized when control over these assets are surrendered and are included in mortgage banking income in the consolidated statements of income.

 

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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, 2017March 31, 2018 and December 31, 20162017 (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) 
         
Asset Category
March 31, 2018
 Fair value Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
 Significant
Other
Observable
Inputs (Level 2)
 
Significant
Unobservable
Inputs (Level 3)
 
Impaired loans $5,805  $-  $-  $5,805  $3,549  $-  $-  $3,549 
Asset held for sale  846   -   -   846 
Loans held for sale  442   -   442   - 
Assets held for sale  796   -   -   796 
Foreclosed real estate  599   -   -   599   1,525   -   -   1,525 
                
Total $7,250  $-  $-  $7,250  $6,312  $-  $442  $5,870 

 

17

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   - 
Asset Category
 December 31, 2017
 Fair value  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant
Other
Observable
Inputs (Level 2)
  Significant
Unobservable
Inputs

(Level 3)
 
Impaired loans $2,115  $-  $-  $2,115 
Loans held for sale  

98

   -   98   - 
Assets held for sale  846   -   -   846 
Foreclosed real estate  1,258   -   -   1,258 
Total $4,317  $-  $98  $4,219 

 

 18 

 

  

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 March 31, 2018 and December 31, 2017:

  March 31, 2018 
  Carrying  Estimated          
  Amount  Fair Value  Level 1  Level 2  Level 3 
  (in thousands) 
Financial assets:                    
Cash and due from banks $14,477  $14,477  $14,477  $-  $- 
Certificates of deposit  1,500   1,500   1,500   -   - 
Interest-earning deposits in other banks  69,666   69,666   69,666   -   - 
Federal funds sold  15,125   15,125   15,125   -   - 
Investment securities available for sale  59,326   59,326   -   59,326   - 

Loans held for sale

  

442

   

442

       

442

   - 
Loans, net  969,318   971,760   -   -   971,760 
Accrued interest receivable  3,763   3,763   -   3,763   - 
Stock in FHLB  3,674   3,674   -   -   3,674 
Other non-marketable securities  905   905   -   -   905 
                     
Financial liabilities:                    
Deposits $1,009,481  $1,157,531  $-  $1,157,531  $- 
Short-term debt  32,173   32,173   -   32,173   - 
Long-term debt  39,372   36,715   -   36,715   - 
Accrued interest payable  499   499   -   499   - 

  December 31, 2017 
  Carrying  Estimated          
  Amount  Fair Value  Level 1  Level 2  Level 3 
  (dollars in thousands) 
Financial assets:                    
Cash and due from banks $16,554  $16,554  $16,554  $-  $- 
Certificates of deposits  1,500   1,500   1,500   -   - 
Interest-earning deposits in other banks  37,996   37,996   37,996   -   - 
Federal funds sold  6,645   6,645   6,645   -   - 
Investment securities available for sale  63,774   63,774   -   63,774   - 
Loans held for sale  98   98   -   98   - 
Loans, net  973,791   972,475   -   -   972,475 
Accrued interest receivable  3,997   3,997   -   3,997   - 
Stock in the FHLB  2,490   2,490   -   -   2,490 
Other non-marketable securities  1,019   1,019   -   -   1,019 
Assets held for sale  846   846   -   -   846 
                     
Financial liabilities:                    
Deposits $995,044  $991,977  $-  $991,977  $- 
Short-term debt  28,279   28,279   -   28,279   - 
Long-term debt  19,372   14,640   -   14,640   - 
Accrued interest payable  427   427   -   427   - 

 

19

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 Held For Sale

The fair value of loans held for sale approximates the carrying value.

Loans, net

 

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 toin the event of distressed market conditions.

 

During the first quarter of 2018, the Company adopted ASU 2016-01,Recognition and Measurement of Financial Assets and Liabilities. The amendments included within this standard, which are applied prospectively, require the Company to measure and disclose fair value of balance sheet financial instruments using an exit price notion. Prior to adopting the amendments included in the standard, the Company measured fair value under an entry price notion. The entry price notion previously applied by the Company used a discounted cash flows technique to calculate the present value of expected future cash flows for a financial instrument. The exit price notion uses the same approach, but also incorporates other factors, such as enhanced credit risk, illiquidity risk and market factors that sometimes exist in exit prices in dislocated markets.

As of March 31, 2018, the technique used by the Company to estimate the exit price of the loan portfolio consists of similar procedures to those used as of December 31, 2017, but with added emphasis on both illiquidity risk and credit risk not captured by the previously applied entry price notion. The fair value of the Company’s loan portfolio has always included a credit risk assumption in the determination of the fair value of its loans. This credit risk assumption is intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction. The Company’s loan portfolio is initially fair valued using a segmented approach. The results are then adjusted to account for credit risk as described above. However, under the new guidance, the Company believes a further credit risk discount must be applied through the use of a discounted cash flow model to compensate for illiquidity risk, based on certain assumptions included within the discounted cash flow model, primarily the use of discount rates that better capture inherent credit risk over the lifetime of a loan. This consideration of enhanced credit risk provides an estimated exit price for the Company’s loan portfolio.

For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values approximate carrying values. Fair values for impaired loans are estimated using discounted cash flow models or based on the fair value of the underlying collateral. As of December 31, 2017, the fair value of the Company’s loan portfolio included a credit risk assumption in the determination of the fair value of its loans. This credit risk assumption was intended to approximate the fair value that a market participant would realize in a hypothetical orderly transaction.

20

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

NOTE D – FAIR VALUE MEASUREMENTS (continued)

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.

 

Assets Held for Sale

The fair value of assets held for sale approximates the 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 instruments are based on discounteddiscounting expected cash flows at the interest rate for debt with the same or similar remaining maturities and collateral requirements.

 

19

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.

 

21

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

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  March 31, 2018 
  Gross  Gross       Gross Gross    
 Amortized unrealized unrealized Fair  Amortized unrealized unrealized Fair 
 cost gains losses value  cost gains losses value 
 (dollars in thousands)  (dollars in thousands) 
Securities available for sale:                                
U.S. government agencies – GSE’s $10,489  $168  $(13) $10,644  $12,137  $87  $(66) $12,158 
Mortgage-backed securities – GSE’s  28,589   387   (37)  28,939   27,019   97   (302)  26,814 
Corporate bonds  1,776   33   -   1,809 
Municipal bonds  13,842   280   -   14,122   18,411   150   (16)  18,545 
                                
 $52,920  $835  $(50) $53,705  $59,343  $367  $(384) $59,326 

 

As of September 30,March 31, 2018, accumulated other comprehensive income included net unrealized losses totaling $17,000. Deferred tax assets resulting from these net unrealized losses totaled $5,000.

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

  December 31, 2017 
     Gross  Gross    
  Amortized  unrealized  unrealized  Fair 
  Cost  gains  losses  value 
  (dollars in thousands) 
Securities available for sale:                
U.S. government agencies – GSE’s $13,241  $148  $(25) $13,364 
Mortgage-backed securities – GSE’s  29,571   213   (100)  29,684 
Corporate bonds  1,858   44   (14)  1,888 
Municipal bonds  18,583   255   -   18,838 
                 
  $63,253  $660  $(139) $63,774 

As of December 31, 2017, accumulated other comprehensive income included net unrealized gains totaling $785,000.$521,000. 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.$123,000.

 

 2022 

 

  

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

 

NOTE E -E- INVESTMENT SECURITIES (continued)

 

The scheduled maturitiesamortized cost and fair value of securities available for sale, with gross unrealized gains and losses, were as follows:follow:

 

 September 30, 2017  March 31, 2018 
   Gross Gross     Gross Gross   
 Amortized unrealized unrealized Fair  Amortized unrealized unrealized Fair 
 cost gains losses value  cost gains losses value 
 (In thousands)  (dollars in thousands) 
Securities available for sale:                                
Within 1 year $877  $11  $-  $888  $1,294  $12  $-  $1,306 
After 1 year but within 5 years  41,013   575   (50)  41,538   42,269   239   (331)  42,177 
After 5 years but within 10 years  5,774   145   -   5,919   6,767   32   (39)  6,760 
After 10 years  5,256   104   -   5,360   9,013   84   (14)  9,083 
                                
 $52,920  $835  $(50) $53,705  $59,343  $367  $(384) $59,326 

 

 December 31, 2016  December 31, 2017 
   Gross Gross      Gross Gross   
 Amortized unrealized unrealized Fair  Amortized unrealized unrealized Fair 
 cost gains losses value  Cost gains losses value 
 (in thousands)  (dollars in thousands) 
Securities available for sale:                                
Within 1 year $3,735  $12  $-  $3,747  $975  $5  $-  $980 
After 1 year but within 5 years  37,615   424   (110)  37,929   45,418   406   (125)  45,699 
After 5 years but within 10 years  10,695   109   (12)  10,792   7,823   81   (14)  7,890 
After 10 years  9,650   144   (5)  9,789   9,037   168   -   9,205 
                                
 $61,695  $689  $(127) $62,257  $63,253  $660  $(139) $63,774 

 

Securities with a carrying value of $1.9$9.5 million and $34.3$7.5 million at September 30, 2017March 31, 2018 and December 31, 2016,2017, 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 theobligations. 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, 2017March 31, 2018 and December 31, 2016. In 2016 the2017. The Company realized a gain on the disposal of eleven securities and has not soldincurred any losses related to securities sales in 2018 or 2017.

21

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, 2017March 31, 2018 and December 31, 2016.2017.

 

  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)
23

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

 

NOTE E- INVESTMENT SECURITIES (continued)

One mortgage-backed GSE

  March 31, 2018 
  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 $4,753  $(34) $1,282  $(32) $6,035  $(66)
Mortgage-backed securities- GSEs  17,483   (231)  2,420   (71)  19,903   (302)
Municipal bonds  3,784   (16)  -   -   3,784   (16)
                         
Total temporarily impaired securities $26,020  $(281) $3,702  $(103) $29,722  $(384)

At March 31, 2018, the Company had three securities with an unrealized lossesloss for more than twelve months totaling $8,000 at September 30, 2017.of $103,000. One U.S. government agency GSE one municipal and sixtwo mortgage-backed GSEs had unrealized losses for less than twelve months totaling $42,000$281,000 at September 30, 2017.March 31, 2018. 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 induring the second or third quartersfirst quarter of 2016.2018.

  

 December 31, 2016  December 31, 2017 
 Less Than 12 Months  12 Months or More  Total  Less Than 12 Months 12 Months or More Total 
 Fair Unrealized Fair Unrealized Fair Unrealized  Fair Unrealized Fair Unrealized Fair Unrealized 
 value losses value losses value losses  value losses value losses value losses 
 (in thousands)  (dollars 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)
U.S. government agencies – GSE’s $1,651  $(9) $1,415  $(16) $3,066  $(25)
Mortgage-backed securities- GSE’s  8,137   (55)  2,449   (45)  10,586   (100)
Corporate bonds  1,752   (14)  -   -   1,752   (14)
Municipal bonds  110   (1)  -   -   110   (1)  1,101   -   -   -   1,101   - 
Total temporarily impaired securities $11,636  $(115) $1,651  $(12) $13,287  $(127) $12,641  $(78) $3,864  $(61) $16,505  $(139)

 

At December 31, 2016,2017, the Company had two U.S. government agency GSEsAFS mortgage-backed GSE’s and two U.S Government agencies – GSE’s with an aggregate unrealized lossesloss for twelve or more thanconsecutive months of $61,000. The Company had 16 AFS securities with a loss for twelve months totaling $12,000.or less. Two U.S. government agency GSEs, one municipalGSE’s, three municipals, two corporates and eightnine mortgage-backed GSEsGSE’s had unrealized losses for less than twelve months totaling $115,000$78,000 at December 31, 2016.2017. 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 2016.2017.

 

 2224 

 

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, 2017March 31, 2018 and December 31, 2016:2017:

 

 September 30, December 31, 
 2017 2016 
   Percent    Percent  March 31, December 31, 
 Amount of total Amount of total  2018 2017 
 (dollars in thousands)   Percent    Percent 
Total Loans:                 Amount of total Amount of total 
                 (dollars in thousands) 
Real estate loans:                                
1-to-4 family residential $106,229   13.91% $97,978   14.47% $150,352   15.37% $156,901   15.97%
Commercial real estate  301,555   39.50%  281,723   41.60%  415,641   42.49%  403,100   41.02%
Multi-family residential  72,238   9.46%  56,119   8.29%  73,802   7.54%  76,983   7.83%
Construction  147,557   19.33%  100,911   14.90%  170,299   17.41%  177,933   18.11%
Home equity lines of credit (“HELOC”)  43,016   5.63%  41,158   6.08%  51,769   5.29%  52,606   5.35%
                                
Total real estate loans  670,595   87.83%  577,889   85.34%  861,863   88.10%  867,523   88.28%
                                
Other loans:                                
Commercial and industrial  84,563   11.08%  90,678   13.39%  107,116   10.95%  106,164   10.80%
Loans to individuals  9,518   1.25%  9,756   1.44%  10,630   1.09%  10,097   1.04%
Overdrafts  68   0.01%  71   0.01%  125   0.01%  147   0.01%
Total other loans  94,149   12.34%  100,505   14.84%  117,871   12.05%  116,408   11.85%
                                
Gross loans  764,744      678,394       979,734       983,931     
Less deferred loan origination fees, net  (1,312)  (0.17)%  (1,199)  (0.18)%  (1,459)  (0.15)%  (1,305)  (0.13)%
Total loans  763,432   100.00%  677,195   100.00%  978,275   100.00%  982,626   100.00%
                                
Allowance for loan losses  (8,647)      (8,411)      (8,957)      (8,835)    
                                
Total loans, net $754,785      $668,784      $969,318      $973,791     

25

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

NOTE F - LOANS (continued)

 

Loans are primarily secured by real estate located in eastern and central North Carolina and northwestern South 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,March 31, 2018, the Company had pre-approved but unused lines and letters of credit for customers totaling $153.0$179.3 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.

23

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 thefeasibility, marketability, and valuation of the project.

 

 2426 

 

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

NOTE F - LOANS (continued)

 

Also, much consideration isneeds to be given to thecost of the project and sources of funds needed to complete construction as well as identifying any sources of equity funding. Construction loans aretraditionally 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.

 

 2527 

 

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
March 31, 2018 and December 31, 2016,2017, respectively:

 

 September 30, 2017  March 31, 2018 
 30+ Non- Total       30+ 90+ Non- Total     
 Days Accrual Past   Total  Days Days Accrual Past  Total 
 Past Due Loans Due Current Loans  Past Due Accruing Loans Due Current Loans 
 (dollars in thousands)  (dollars in thousands) 
           
Total Loans:                    
                    
Total loans                        
Commercial and industrial $131  $82  $213  $84,350  $84,563  $125  $408  $1,307  $1,840  $105,276  $107,116 
Construction  809   184   993   146,564   147,557   -   366   406   772   169,527   170,299 
Multi-family residential  238   -   238   72,000   72,238   -   -   -   -   73,802   73,802 
Commercial real estate  827   551   1,378   300,177   301,555   411   -   1,042   1,453   414,188   415,641 
Loans to individuals & overdrafts  13   6   19   9,567   9,586   18   -   1   19   10,736   10,755 
1-to-4 family residential  630   856   1,486   104,743   106,229   1,881   725   334   2,940   147,412   150,352 
HELOC  230   334   564   42,452   43,016   166   -   459   625   51,144   51,769 
Deferred loan (fees) cost, net  -   -   -   -   (1,312)  -   -   -   -   -   (1,459)
                                            
 $2,878  $2,013  $4,891  $759,853  $763,432  $2,601  $1,499  $3,549  $7,649  $972,085  $978,275 

 

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.

  December 31, 2017 
  30+  90+  Non-  Total       
  Days  Days  Accrual  Past    Total  
  Past Due  Accruing  Loans  Due  Current  Loans 
  (dollars in thousands) 
Total loans                        
Commercial and industrial $215  $396  $96  $707  $105,457  $106,164 
Construction  27   359   384   770   177,163   177,933 
Multi-family residential  30   -   -   30   76,953   76,983 
Commercial real estate  1,464   -   528   1,992   401,108   403,100 
Loans to individuals & overdrafts  22   -   7   29   10,215   10,244 
1-to-4 family residential  2,824   721   771   4,316   152,585   156,901 
HELOC  103   -   329   432   52,174   52,606 
Deferred loan (fees) cost, net  -   -   -   -   -   (1,305)
                         
  $4,685  $1,476  $2,115  $8,276  $975,655  $982,626 

 

 2628 

 

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, 2017March 31, 2018 and December 31, 2016:2017:

 

   Three months ended Nine months ended 
 As of September  30, 2017 September 30, 2017 September 30, 2017        Three months ended 
    Contractual       Interest Income     Interest Income     Contractual   March 31, 2018 
    Unpaid     Average Recognized on Average Recognized on     Unpaid Related Average Interest Income 
 Recorded Principal Related Recorded Impaired Recorded Impaired  Recorded Principal Allowance Recorded Recognized on 
 Investment Balance Allowance Investment Loans Investment Loans  Investment Balance for Loan Losses Investment Impaired Loans 
 (In thousands)  (dollars in thousands) 
With no related allowance recorded:                                                
Commercial and industrial $1,043  $1,053  $-  $1,048  $12  $1,114  $51  $1,931  $1,923  $-  $1,806  $72 
Construction  253   337   -   209   9   242   15   403   459   -   382   1 
Commercial real estate  3,226   4,663   -   3,564   33   3,909   147   4,858   6,074   -   4,655   60 
Loans to individuals & overdrafts  -   -   -   -   -   -   - 
Multi-family residential  -   -   -   24   -   173   -   230   230   -   232   3 
Loans to individuals  1   1   -   1   - 
HELOC  595   1,068   -   803   13 
1-to-4 family residential  1,159   1,378   -   1,191   16   1,080   49   711   818   -   998   48 
HELOC  746   934   -   697   10   893   32 
                    
Subtotal:  6,427   8,365   -   6,733   80   7,411   294   8,729   10,573   -   8,877   197 
With an allowance recorded:                                                
Commercial and industrial  -   -   -   -   -   1   -   140   140   48   142   1 
Construction  -   -   -   -   -   -   -   27   27   14   13   - 
Commercial real estate  766   822   6   698   18   1,631   38 
Loans to individuals & overdrafts  -   -   -   -   -      - 
Multi-family residential  -   -   -   -   -   -   - 
HELOC  -   -   -   16   - 
1-to-4 family residential  283   282   14   291   2   289   12   151   157   13   177   5 
HELOC  33   35   -   33   -   34   - 
Subtotal:  1,082   1,139   20   1,022   20   1,955   50   318   324   75   348   6 
Totals:                                                
Commercial  5,288   6,875   6   5,543   72   7,070   251   7,589   8,853   62   7,230   137 
Consumer  -   -   -   -   -   -   -   1   1   -   1   - 
Residential  2,221   2,629   14   2,212   28   2,296   93   1,457   2,043   13   1,994   66 
                    
Grand Total: $7,509  $9,504  $20  $7,755  $100  $9,366  $344  $9,047  $10,897  $75  $9,225  $203 

Impaired loans at September 30, 2017March 31, 2018 were approximately $7.5$9.0 million and were composed of $2.0$3.5 million in nonaccrualnon-accrual 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$318,000 in impaired loans had specific allowances provided for them while the remaining $6.5$8.7 million had no specific allowances recorded at September 30, 2017.March 31, 2018. Of the $6.5$8.7 million with no allowance recorded, $1.2 million of those loans have had partial charge-offs recorded.

 

 2729 

 

 

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

NOTE F - LOANS (continued)

 

Impaired Loans (continued)

 

        Three months ended 
 As of December 31, 2016 Three months ended
September 30, 2016
 Nine months ended
September 30, 2016
  As of December 31, 2017 March 31, 2017 
    Contractual       Interest Income     Interest Income     Contractual        
    Unpaid     Average Recognized on Average Recognized on     Unpaid Related Average Interest Income 
 Recorded Principal Related Recorded Impaired Recorded Impaired  Recorded Principal Allowance Recorded Recognized on 
 Investment Balance Allowance Investment Loans Investment Loans  Investment Balance for Loan Losses Investment Impaired Loans 
 (In thousands)  (dollars in thousands) 
With no related allowance recorded:                                                
Commercial and industrial $46  $46  $-  $307  $4  $175  $12  $940  $1,234  $-  $1,143  $19 
Construction  231   318   -   505   1   557   7   385   490   -   202   4 
Commercial real estate  4,364   5,983   -   3,685   34   4,313   107   4,428   5,606   -   4,303   59 
Loans to individuals & overdrafts  1,139   1,144   -   -   -   -   -   1   1   -   -   - 
Multi-family residential  346   365   -   363   7   394   14   234   234   -   197   - 
HELOC  602   926   -   850   10 
1-to-4 family residential  1,000   1,278   -   1,129   15   1,534   67   1,077   1,209   -   911   13 
HELOC  1,041   1,378   -   620   10   658   28 
                    
Subtotal:  8,167   10,512   -   6,609   71   7,631   235   7,667   9,700   -   7,606   105 
With an allowance recorded:                                                
Commercial and industrial  -   -   -   35   -   9   -   142   142   50   -   - 
Construction  -   -   -   -   -   -   -   -   -   -   -   - 
Commercial real estate  2,496   2,905   80   2,765   8   1,848   27   -   -   -   2,362   11 
Loans to individuals & overdrafts  1   1   1   -   -   2   - 
Multi-family residential  -   -   -   -   -   -   - 
HELOC  202   202   11   18   - 
1-to-4 family residential  296   296   17   280   3   287   11   -   -   -   300   5 
HELOC  34   35   19   33   -   16   - 
Subtotal:  2,827   3,237   117   3,113   11   2,162   38   344   344   61   2,680   16 
Totals:                                                
Commercial  7,483   9,617   80   7,660   54   7,296   167   6,129   7,706   50   8,207   93 
Consumer  1,140   1,145   1   -   -   2   -   1   1   -         
Residential  2,371   2,987   36   2,062   28   2,495   106   1,881   2,337   11   2,079   28 
                    
Grand Total: $10,994  $13,749  $117  $9,722  $82  $9,793  $273  $8,011  $10,044  $61  $10,286  $121 

 

Impaired loans at December 31, 20162017 were approximately $11.0$8.0 million and consisted of $5.8$2.1 million in non-accrual loans and $5.2$5.9 million in loans still in accruing status. Recorded investment represents the current principal balance for the loan. Approximately $2.8 million$344,000 of the $11.0$8.0 million in impaired loans at December 31, 20162017 had specific allowances aggregating $117,000$61,000 while the remaining $8.2$7.7 million had no specific allowances recorded. Of the $8.2$7.7 million with no allowance recorded, partial charge-offs to date amounted to $2.3$2.0 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.

 

 2830 

 

 

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 threefirst quarter of 2018 and nine months ended September 30, 2017 and 2016:2017:

 

  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 March 31, 2018  Three months ended March 31, 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:                        
Commercial and industrial  4  $1,046  $1,046   -  $-  $- 
                         
Total  4  $1,046  $1,046   -  $-  $- 

 

  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.

29

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, 2017March 31, 2018 and 2016:2017:

  

 Twelve months ended Twelve months ended 
 Twelve months ended Twelve months ended  March 31, 2018 March 31, 2017 
 September 30, 2017 September 30, 2016  Number Recorded Number Recorded 
 Number Recorded Number Recorded  of loans investment of loans investment 
 of loans investment of loans investment  (dollars in thousands) 
 (Dollars in thousands)          
Extended payment terms:                                
Commercial and industrial  5  $773   3  $996 
Multi-family residential  -   -   -   - 
Construction  -   -   1   62 
Commercial real estate  -  $-   3  $188   3   467   1   899 
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   1   67   2   125 
                
Total  3  $92   7  $669   9  $1,307   7  $2,082 

31

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

 

NOTE F - LOANS (continued)

Troubled Debt Restructurings (continued)

At September 30, 2017,March 31, 2018, the Bank had thirty-onethirty-nine loans with an aggregate balance of $4.7$6.7 million that were considered to be troubled debt restructurings. Of those TDRs, nineteentwenty-three loans with a balance totaling $4.1$4.8 million were still accruing as of September 30, 2017.March 31, 2018. The remaining TDRs with balances totaling $539,000$1.9 million as of September 30, 2017March 31, 2018 were in non-accrual status.

 

At September 30, 2016,March 31, 2017, the Bank had thirty-threethirty-one loans with an aggregate balance of $4.1$5.2 million that were considered to be troubled debt restructurings. Of those TDRs, twenty-twotwenty loans with a balance totaling $2.7$3.4 million were still accruing as of September 30, 2016.March 31, 2017. The remaining TDRs with balances totaling $1.4$1.8 million as of September 30, 2016March 31, 2017 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).

30

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. Generally, loans assigned this risk grade will demonstrate the following characteristics: Conformity in all respects with Bank policy, guidelines, underwriting standards, and Federal and State regulations (no exceptions of any kind). Loans assigned this risk grade will demonstrate the following characteristics:

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

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

oAdequate 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:

oGeneral 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.

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

oAdequate 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.

32

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

NOTE F - LOANS (continued)

Credit Quality Indicators (continued)

 

·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:

oAdditional 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.

oUnproven, insufficient or marginal primary sources of repayment that appearsappear 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.

oMarginal 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:

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

oExtending 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.

31

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

NOTE F - LOANS (continued)

Credit Quality Indicators (continued)

oLoans 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.

33

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

NOTE F - LOANS (continued)

Credit Quality Indicators (continued)

 

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:

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

oExtending 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.

oLoans where adverse economic conditions that develop subsequent to the loan origination that don'tdo 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.

32

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.

 

 3334 

 

 

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, 2017March 31, 2018 and December 31, 2016,2017, respectively:

 

Total loans:

 

September 30, 2017
March 31, 2018March 31, 2018
Commercial                  
Credit                  
Exposure By Commercial     Commercial     Commercial   Commercial   
Internally and     real Multi-family  and  real  Multi-family 
Assigned Grade industrial  Construction  estate  residential  industrial  Construction  estate  residential 
(In thousands)
         
(dollars in thousands)(dollars in thousands)
Superior $570  $-  $-  $-  $1,472  $-  $-  $- 
Very good  1,132   145   431   -   1,827   110   678   - 
Good  9,753   11,004   39,394   10,831   14,420   12,621   45,835   11,550 
Acceptable  30,727   22,648   164,391   42,710   43,043   44,095   244,599   43,735 
Acceptable with care  40,314   112,706   89,080   18,460   39,814   112,156   116,575   17,968 
Special mention  1,780   736   4,717   -   3,035   545   4,699   319 
Substandard  287   318   3,542   237   3,505   772   3,255   230 
Doubtful  -   -   -   -   -   -   -   - 
Loss  -   -   -   -   -   -   -   - 
 $84,563  $147,557  $301,555  $72,238  $107,116  $170,299  $415,641  $73,802 

 

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 By         
Internally 1-to-4 family        
Assigned Grade residential  HELOC      
          
Pass $144,103  $50,558         
Special mention  2,962   253         
Substandard  3,287   958         
 $150,352  $51,769         
                
Consumer Credit            
Exposure Based Loans to  Loans to        
On Payment individuals &  individuals &        
Activity overdrafts  overdrafts        
            
Pass $9,576  $10,636             
Non–pass  10 
Non –pass  119             
 $9,586  $10,755             

 

 3435 

 

 

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 

Total Loans:

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 

December 31, 2017December 31, 2017
Commercial         
Credit         
Exposure By Commercial    Commercial   
Internally and   real  Multi-family 
Assigned Grade industrial  Construction  estate  residential 
(dollars in thousands)(dollars in thousands)
         
Superior $1,207  $-  $-  $- 
Very good  2,454   111   420   - 
Good  13,161   11,343   46,790   11,394 
Acceptable  44,968   40,558   249,988   46,246 
Acceptable with care  38,631   124,593   97,798   18,787 
Special mention  3,172   583   3,771   322 
Substandard  2,571   745   4,333   234 
Doubtful  -   -   -   - 
Loss  -   -   -   - 
 $106,164  $177,933  $403,100  $76,983 
                
Consumer Credit          
Exposure By         
Internally 1-to-4 family        
Assigned Grade residential  HELOC      
          
Pass $149,767  $51,326         
Special mention  3,270   253         
Substandard  3,864   1,027         
 $156,901  $52,606         
                
Consumer Credit            
Exposure Based Loans to  Loans to        
On Payment individuals &  individuals &        
Activity overdrafts  overdrafts        
            
Pass $9,820  $10,233             
Non-pass  7   11             
 $9,827  $10,244             

 

 3536 

 

 

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

 

NOTE F - LOANS (continued)

 

Determining the fair value of Purchased Credit Impaired (PCI)purchased credit-impaired, or 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,March 31, 2018 and 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 

  2018  2017 
  (in thousands) 
       
Accretable yield, beginning of period $3,307  $2,626 
Accretion  (354)  (260)
Other changes, net  87   99 
         
Accretable yield, end of period $3,040  $2,465 

 

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.

 

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 a 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 federal banking regulators’ 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.

 3637 

 

 

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 –exceptions– Measures the risk derived from granting terms outside of regulatory guidelines.
·Document exceptions –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.
·NonaccrualNon-accrual – Reflects increased risk of loans with characteristics that merit nonaccrualnon-accrual 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.

 

38

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

NOTE F - LOANS (continued)

Allowance for Loan Losses (continued)

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 be 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.

37

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.

 

 3839 

 

 

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

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,March 31, 2018 and March 31, 2017, respectively:respectively (dollars in thousands):

 

 Three months ended September 30, 2017  Three months ended March 31, 2018 
 Commercial       1 to 4     Loans to Multi-     Commercial       1-to-4     Loans to Multi-    
 and     Commercial family     individuals & family     and     Commercial family     individuals & family    
Allowance for loan losses industrial  Construction  real estate  residential  HELOC  overdrafts  residential  Total  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  $742  $1,955  $3,304  $1,058  $549  $305  $791  $8,704 
Provision for loan losses  301   366   (840)  50   89   219   25   210 
Provision for (recovery of) loan losses  (10  (275)  282   208   125   (174)  (94)  62 
Loans charged-off  -   -   -   -   (60)  (45)  -   (105)  (9)  -   -   -   (35)  (15)  -   (59)
Recoveries  18   10   4   18   1   11   -   62   6   6   4   9   6   9   -   40 
Balance, end of period $1,214  $1,668  $3,077  $991  $593  $327  $757  $8,627  $729  $1,686  $3,590  $1,275  $645  $125  $697  $8,747 
                                                                
PCI Loans                                                                
Balance, beginning of period $-  $-  $12  $16  $-  $-  $-  $28  $65  $-  $66  $-  $-  $-  $-  $131 
Provision for loan losses  -   -   (6)  (2)  -   -   -   (8)  79  -   -   -   -   -   -   79
Loans charged-off  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
Balance, end of period $-  $-  $6  $14  $-  $-  $-  $20  $144  $-  $66  $-  $-  $-  $-  $210 
                                                                
Total Loans                                                                
Balance, beginning of period $895  $1,292  $3,925  $939  $563  $142  $732  $8,488  $807  $1,955  $3,370  $1,058  $549  $305  $791  $8,835 
Provision for loan losses  301   366   (846)  48   89   219   25   202 
Provision for (recovery of) loan losses  69   (275)  282   208   125   (174)  (94)  141 
Loans charged-off  -   -   -   -   (60)  (45)  -   (105)  (9)  -   -   -   (35)  (15)  -   (59)
Recoveries  18   10   4   18   1   11   -   62   6   6   4   9   6   9   -   40 
Balance, end of period $1,214  $1,668  $3,083  $1,005  $593  $327  $757  $8,647  $873  $1,686  $3,656  $1,275  $645  $125  $697  $8,957 
                                                                
Ending Balance: individually evaluated for impairment $-  $-  $6  $14  $-  $-  $-  $20  $49  $14  $-  $13  $-  $-  $-  $76 
Ending Balance: collectively evaluated for impairment $1,214  $1,668  $3,077  $991  $593  $327  $757  $8,627  $824  $1,672  $3,657  $1,262  $645  $125  $697  $8,881 
                                                                
Loans:                                                                
Ending Balance: collectively evaluated for impairment $83,520  $147,304  $297,562  $104,788  $42,237  $9,586  $72,238  $757,235  $105,045  $169,869  $410,783  $149,490  $51,174  $10,754  $73,572  $970,687 
Ending Balance: individually evaluated for impairment $1,043  $253  $3,993  $1,441  $779  $-  $-  $7,509  $2,071  $430  $4,858  $862  $595  $1  $230  $9,047 
Ending Balance $84,563  $147,557  $301,555  $106,229  $43,016  $9,586  $72,238  $764,744  $107,116  $170,299  $415,641  $150,352  $51,769  $10,755  $73,802  $979,734 

 

 3940 

 

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

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 

40

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  Three months ended March 31, 2017 
 Commercial       1 to 4     Loans to Multi-     Commercial     1-to-4   Loans to Multi-   
 and     Commercial family     individuals & family     and   Commercial family   individuals & family   
Allowance for loan losses industrial  Construction  real estate  residential  HELOC  overdrafts  residential  Total  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  $1,211  $1,301  $3,448  $846  $611  $317  $628  $8,362 
Provision for loan losses  113   (13)  102   7   60   78   (31)  316 
Provision for (recovery of) loan losses  (347)  (129)  265   (85)  26   155   (47)  (162)
Loans charged-off  (136)  -   (4)  -   (25)  (13)  -   (178)  (2)  -   (250)  -   (69)  (16)  -   (337)
Recoveries  8   6   2   9   9   4   -   38   96   5   -   9   21   9   2   142 
Balance, end of period $1,071  $1,504  $3,213  $788  $537  $238  $492  $7,843  $958  $1,177  $3,463  $770  $589  $465  $583  $8,005 
                                                                
PCI Loans                                                                
Balance, beginning of period $16  $-  $-  $-  $9  $-  $-  $25  $37  $-  $-  $-  $12  $-  $-  $49 
Provision for loan losses  21   -   -   -   -   -   -   21   (32)  -   -   -   -   -   -   (32)
Loans charged-off  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
Recoveries  -   -   -   -   -   -   -   -   -   -   -   -   -   -   -   - 
Balance, end of period $37  $-  $-  $-  $9  $-  $-  $46  $5  $-  $-  $-  $12  $-  $-  $17 
                                                                
Total Loans                                                                
Balance, beginning of period $1,102  $1,511  $3,113  $772  $502  $169  $523  $7,692  $1,248  $1,301  $3,448  $846  $623  $317  $628  $8,411 
Provision for loan losses  134   (13)  102   7   60   78   (31)  337 
Provision for (recovery of) loan losses  (379)  (129)  265   (85)  26   155   (47)  (194)
Loans charged-off  (136)  -   (4)  -   (25)  (13)  -   (178)  (2)  -   (250)  -   (69)  (16)  -   (337)
Recoveries  8   6   2   9   9   4   -   38   96   5   -   9   21   9   2   142 
Balance, end of period $1,108  $1,504  $3,213  $788  $546  $238  $492  $7,889  $963  $1,177  $3,463  $770  $601  $465  $583  $8,022 
                                                                
Ending Balance: individually evaluated for impairment $4  $-  $85  $15  $-  $-  $-  $104  $-  $-  $357  $16  $-  $-  $-  $373 
Ending Balance: collectively evaluated for impairment $1,104  $1,505  $3,128  $773  $545  $238  $492  $7,785  $963  $1,177  $3,106  $754  $601  $465  $583  $7,649 
                                                                
Loans:                                                                
Ending Balance: collectively evaluated for impairment $82,352  $115,788  $255,732  $92,534  $40,727  $9,073  $47,526  $643,732  $89,639  $115,088  $286,426  $95,307  $42,181  $10,640  $59,177  $698,458 
Ending Balance: individually evaluated for impairment $248  $499  $6,068  $1,291  $650  $-  $360  $9,116  $1,101  $174  $6,469  $1,127  $659  $-  $48  $9,578 
Ending Balance $82,600  $116,287  $261,800  $93,825  $41,377  $9,073  $47,886  $652,848  $90,740  $115,262  $292,895  $96,434  $42,840  $10,640  $59,225  $708,036 

 

 41 

 

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

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

NOTE F -G – LOANS (continued)HELD FOR SALE

 

We originate fixed and variable rate residential mortgage loans on a service release basis in the secondary market. Loans closed but not yet settled with an investor are carried in our loans held for sale portfolio.   Virtually all of these loans have commitments to be purchased by investors and the majority of these loans were locked in by price with the investors on the same day or shortly thereafter that the loan was locked in with our customers.  Therefore, these loans present very little market risk.  We usually deliver to, and receive funding from, the investor within 30 to 60 days.  Commitments to sell these loans to the investor are considered derivative contracts and are sold to investors on a “best efforts” basis. We are not obligated to deliver a loan or pay a penalty if a loan is not delivered to the investor. Because of the short-term nature of these derivative contracts, the fair value of the mortgage loans held for sale in most cases is materially the same as the value of the loan amount at its origination.

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated market value in the aggregate. Net unrealized losses are provided for in a valuation allowance by charges to operations as a component of mortgage banking income. Gains or losses on sales of loans are recognized when control over these assets are surrendered and are included in mortgage banking income in the consolidated statements of income.

Allowance for Loan Losses (Continued)NOTE H – REVENUE RECOGNITION

 

  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 

On January 1, 2018, the Company adopted ASU No. 2014-09Revenue from Contracts with Customers (Topic 606)and all subsequent ASUs that modified Topic 606. As stated in Note CSummary of Significant Accounting Policies, the implementation of the new standard did not have a material impact on the measurement or recognition of revenue; as such, a cumulative effect adjustment to opening retained earnings was not deemed necessary. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.

Topic 606 does not apply to revenue associated with financial instruments, including revenue from loans and securities. In addition, certain noninterest income streams such as fees associated with mortgage servicing rights, financial guarantees, derivatives, and certain credit card fees are also not in scope of the new guidance. Topic 606 is applicable to noninterest revenue streams such as trust and asset management income, deposit related fees, interchange fees, merchant income, and annuity and insurance commissions. However, the recognition of these revenue streams did not change significantly upon adoption of Topic 606. Substantially all of the Company’s revenue is generated from contracts with customers. Noninterest revenue streams in-scope of Topic 606 are discussed below.

Service Charges on Deposit Accounts

Service charges on deposit accounts consist of insufficient funds fees, account analysis fees (i.e., net fees earned on analyzed business and public checking accounts), monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for account analysis fees and monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Check orders and other deposit account related fees are largely transactional based, and therefore, the Company’s performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges on deposit accounts is primarily received immediately or in the following month through a direct charge to customers’ accounts.

 

 42 

 

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.

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

 

NOTE H - REPURCHASE AGREEMENTS– REVENUE RECOGNITION (continued)

 

We utilize securities sold under agreementsOther Fees and Income

Other fees and income primarily consist of debit and credit card income, ATM fees, merchant services income, and other service charges. Debit and credit card income is primarily consists of interchange fees earned whenever the Company’s debit and credit cards are processed through card payment networks such as Visa. ATM fees are primarily generated when a Company cardholder uses a non-Company ATM or a non-Company cardholder uses a Company ATM. Merchant services income mainly represents fees charged to repurchasemerchants to facilitateprocess their debit and credit card transactions, in addition to account management fees. Other service charges include revenue from processing wire transfers, bill pay service, cashier’s checks, and other services. The Company’s performance obligation for fees, exchange, and other service charges are largely satisfied, and related revenue recognized, when the needsservices are rendered or upon completion. Payment is typically received immediately or in the following month. Other fees and income also includes other recurring revenue streams such as safety deposit box rental fees and other miscellaneous revenue streams. Safe deposit box rental fees are charged to the customer on an annual basis and recognized upon receipt of ourpayment. The Company determined that since rentals and renewals occur fairly consistently over time, revenue is recognized on a basis consistent with the duration of the performance obligation.

The following presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three months ended March 31, 2018 and 2017.

  Three Months  Three Months 
  Ended  Ended 
  March 31,  March 31, 
  2018  2017 
  (dollars in thousands) 
       
Service Charges on Deposit Accounts $269  $199 
Other  344   282 
Noninterest Income (in-scope of Topic 606)  613   481 
Noninterest Income (out-of-scope of Topic 606)  552   249 
Total Non-interest Income $1,165  $730 

Contract Balances

A contract asset balance occurs when an entity performs a service for a customer before the customer pays consideration (resulting in a contract receivable) or before payment is due (resulting in a contract asset). A contract liability balance is an entity’s obligation to transfer a service to a customer for which the entity has already received payment (or payment is due) from the customer. The Company’s noninterest revenue streams are largely based on transactional activity. Consideration is often received immediately or shortly after the Company satisfies its performance obligation and revenue is recognized. The Company does not typically enter into long-term revenue contracts with 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 amounttherefore, does not experience significant contract balances. As 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, 2017March 31, 2018 and December 31, 2016, respectively.2017, the Company did not have any significant contract balances.

 

 43 

 

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

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

NOTE H - REPURCHASE AGREEMENTS (continued)– REVENUE RECOGNITION (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.Contract Acquisition Costs

 

  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 

In connection with the adoption of Topic 606, an entity is required to capitalize, and subsequently amortize into expense, certain incremental costs of obtaining a contract with a customer if these costs are expected to be recovered. The incremental costs of obtaining a contract are those costs that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained (for example, sales commission). The Company utilizes the practical expedient which allows entities to immediately expense contract acquisition costs when the asset that would have resulted from capitalizing these costs would have been amortized in one year or less. Upon adoption of Topic 606, the Company did not capitalize any contract acquisition cost.

 

NOTE I – OTHER REAL ESTATE OWNED

 

The following table explains changes in other real estate owned, or OREO, during the ninethree months ended September 30, 2017March 31, 2018 and 2016 (dollars in thousands):the year ended December 31, 2017:

 

 Nine Months Nine Months  Three Months Twelve Months 
 Ended Ended  Ended Ended 
 September 30, September 30,  March 31, December 31, 
 2017 2016  2018  2017 
 (Dollars in thousands)  (dollars in thousands) 
          
Beginning balance January 1 $599  $1,401  $1,258  $599 
Sales  (787)  (1,831)  (62)  (1,442)
Write-downs  (214)  (164)  (11)  (442)
Transfers  2,495   1,142   340   2,543 
Ending balance $2,093  $548  $1,525  $1,258 

 

At September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company had $2.1$1.5 million and $599,000,$1.3 million, respectively, of foreclosed residential real estate property in OREO. The Company had three loans with a recorded investment in consumer mortgage loans collateralized by residential real estate property in the process of foreclosure totaled $461,000 and nonein the aggregate amount of $205,000 at September 30, 2017 andMarch 31, 2018. At December 31, 2016, respectively.2017, the Company had no such loans.

 44 

 

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

NOTENote J – MERGERS AND ACQUISITIONSBusiness Combinations

 

Proposed Merger with Premara Financial, Inc.

The Company and Bank entered into an Agreement and Plan of Merger and Reorganization dated as ofOn July 20, 2017, the Company executed a merger agreement with Premara Financial, Inc. (“Premara”) and its, a bank holding company headquartered in Charlotte, North Carolina, whose wholly owned subsidiary, bank, Carolina Premier Bank, Charlotte, NC. Pursuantwas a North Carolina state-chartered commercial bank. On December 15, 2017, Select completed its previously announced acquisition of Premara and pursuant to the terms of the merger agreement, the Company would acquire Carolina Premier Bank through the merger of Premara was merged with and into the Company, withfollowed immediately by the Company as the surviving corporation. Immediately following the parent company merger of Carolina Premier Bank would be merged with and into the Bank,Bank. Carolina Premier had approximately $279.6 million in assets as of the merger date, December 15, 2017. The merger expanded the Bank’s North Carolina presence with a branch in Charlotte and marked the Bank’s initial entry into South Carolina with the Bank as the surviving banking corporationacquisition of branches in the bank merger. The transaction is subject to various closing conditions, including the receipt of requisite shareholder approvalsRock Hill, Blacksburg and required approvals of State and Federal banking regulators.Six Mile, South Carolina.

 

IfPremara had 3,179,808 shares of common stock outstanding as of the merger is completed, each shareclosing date. Under the terms 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, withmerger agreement, 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) beingwere converted to the $12.65 per share cash merger consideration, andfor aggregate cash consideration of $11,993,212 (exclusive of cash paid-in-lieu of fractional shares) which was paid out subsequent to year end. Pursuant to the balance of the outstandingMerger Agreement, each warrant or stock option to acquire shares of Premara common stock beingissued and outstanding as of the effective time of the Merger was converted into the right to receive from the Company a cash payment equal to $12.65 less the exercise price of such warrant or option, as applicable and paid out prior to year-end. The remaining 2,231,728 Premara common shares were converted into stock consideration at the merger exchange ratio of 1.0463 shares of Company common stock for each share of Premara common stock, resulting in the issuance of 2,334,999 new shares of Company common stock. BasedThe transaction was valued at approximately $40.6 million in the aggregate based on 3,179,808 shares of Premara common stock outstanding on December 15, 2017. The Premara common stock shares converted to Select common stock are valued at $12.14 per share, the low price of Select common stock on December 15, 2017.

The merger with Premara was accounted for under the acquisition method of accounting with the Company as the legal and accounting acquirer and Premara as the legal and accounting acquiree. The assets and liabilities of Premara, as of the effective date of the acquisition, are recorded at their respective fair values. For the acquisition of Premara, estimated fair values of assets acquired and liabilities assumed are 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 byinformation that is available, and the Company was approximately $40 million.believes this information provides a reasonable basis for determining fair values.

 

NOTE K – SUBSEQUENT EVENTSGoodwill recorded for Premara represents future revenues to be derived from the existing customer base, including efficiencies that will result from combining operations. During the first quarter of 2018 goodwill reduced $325,000 due to adjustments to liabilities assumed and the tax re-measurement associated with the completion of the final short-year tax return. Merger-related expenses in 2018 totaled $1.8 million which were recorded as noninterest expense as incurred.

 

Litigation relatedThe following tables reflect the pro forma total net interest income, noninterest income and net income for the three months ended March 31, 2018 and 2017 as though the acquisition of Premara had taken place on January 1, 2017. The pro forma results have not been adjusted to remove non-recurring acquisition-related expenses, and are not necessarily indicative of the Proposed Mergerresults of operations that would have occurred had the acquisition actually taken place on January 1, 2017, nor of future results of operations.

 

On October 12, 2017, a purported class action complaint captionedSharpenter 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.

  Three Months Ended March 31 
  2018  2017 
  (Dollars in thousands, except per share) 
Net interest income $11,704  $11,547 
Non-interest income  1,165   1,133 
Net income available to common shareholders  1,897   2,799 
         
Earnings per share, basic $0.14  $0.20 
Earnings per share, diluted $0.13  $0.20 
         
Weighted average common shares outstanding, basic  14,011,707   13,987,611 
Weighted average common shares outstanding, diluted  14,081,776   14,049,335 

 45 

 

 

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, andas well as assumptions made by, 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;conditions, changes in the interest rate environment; breachesenvironment, braches of security or failures of our technology systems due to technological or other factors and cybersecurity threats; and adverse changechanges 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.trends.

 

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 individual consumer/retail customer as well as to the small- to medium-sizedsmall-to-medium sized businesses located in Harnett, Brunswick, New Hanover, Carteret, Cumberland, Johnston, Pitt, Robeson, Sampson, Wake, Pasquotank, Martin, Alamance,central and Wayne countieseastern North Carolina in Northaddition to northwest South 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. On December 15, 2017, the Registrant acquired Premara Financial, Inc. (“Premara”) and its banking subsidiary Carolina Premier Bank (“Carolina Premier”) located in Charlotte, North Carolina and the cities of Rock Hill, Blacksburg and Six Mile, South Carolina. Under the terms of that acquisition, Premara was merged with and into the Registrant, Carolina Premier was merged with and into the Bank, and shareholders of Premara received 1.0463 shares of the Registrant’s common stock or $12.65 in cash for each outstanding share of Premara common stock, with approximately 70% of such shares being exchanged for shares of the Registrant’s common stock and 30% being exchanged for cash.

 

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.March 31, 2018.

 

 46 

 

 

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, 2017March 31, 2018 and December 31, 20162017

 

During the first ninethree months of 2017,2018, total assets increased by $76.1$28.4 million to $922.7 million$1.2 billion as of September 30, 2017.March 31, 2018. The increase in assets was due primarily to loancash growth funded by demand deposit accounts and time deposits.from borrowings. Earning assets at September 30, 2017March 31, 2018 totaled $848.6 million$1.1 billion and consisted of $754.8$969.3 million in net loans, $53.7$59.3 million in investment securities, $37.8$71.2 million in overnight investments and interest-bearing deposits in other banks, $15.1million in federal funds sold and $2.3$4.6 million in non-marketable equity securities, of which $1.7 million is FHLB stock.securities. Total deposits and shareholders’ equity at the end of the thirdfirst quarter of 20172018 were $775.0 million$1.0 billion and $109.8$137.7 million, respectively.

 

Since the end of 2016,2017, gross loans have increaseddecreased by $86.2$4.4 million to $763.4$978.3 million as of September 30, 2017.March 31, 2018. The decrease in gross loans was due primarily to fluctuations in customer demand. At September 30, 2017,March 31, 2018, gross loans consisted of $84.6$107.1 million in commercial and industrial loans, $301.6$415.6 million in commercial real estate loans, $72.2$73.8 million in multi-family residential loans, $9.6$10.8 million in consumer loans, to individuals, $106.2$150.4 million in 1-to4 family residential real estate loans, $43.0$51.8 million in HELOCs, and $147.6$170.3 million in construction loans. Deferred loan fees, net of costs, on these loans were $1.3$1.5 million at September 30, 2017.March 31, 2018.

 

At September 30, 2017 and DecemberMarch 31, 2016, there were no2018 the Company held $15.1 million in federal funds sold and no$0 in repurchase agreements.agreements compared to $6.6 in federal funds sold and $0 in repurchase agreements for December 31, 2017. Interest-earning deposits in other banks were $36.8$69.7 million at September 30, 2017,March 31, 2018, a $3.5$31.7 million decreaseincrease from December 31, 2016.2017. The Company’s investment securities at September 30, 2017March 31, 2018 were $53.7$59.3 million, a decrease of $8.6$4.4 million from December 31, 2016 in order to provide funding for higher yielding loans.2017. The investment portfolio as of September 30, 2017March 31, 2018 consisted of $10.6$12.2 million in government agency debt securities, $28.9$26.8 million in mortgage-backed securities, $1.8 million in corporate bonds and $14.1$18.5 million in municipal securities. The net unrealized gainloss on these securities was $17,000 as of September 30, 2017 was $785,000.March 31, 2018.

 

At September 30, 2017,March 31, 2018, the Company had an investment of $1.7$3.7 million in FHLBthe form of Federal Home Loan Bank (“FHLB”) stock, which decreasedincreased by $539,000$1.2 million from December 31, 2016 due to the effect of the repayment of advances during 2017 on the stock calculation.2017. Also, the Company had $630,000$905,000 in other non-marketable securities at September 30, 2017, which decreased by $73,000 fromMarch 31, 2018 compared to $1.0 million at December 31, 2016.2017.

 

At September 30, 2017,March 31, 2018, non-earning assets were $74.1$74.0 million, an increasea decrease of $2.8$4.4 million from $71.3$78.4 million as of December 31, 2016.2017. Non-earning assets included $15.5$14.5 million in cash and due from banks, bank premises and equipment of $17.4$18.2 million, goodwill of $6.9$24.6 million, core deposit intangible of $547,000,$2.8 million, accrued interest receivable of $2.9$3.8 million, foreclosed real estate of $2.1$1.5 million, $22.6 million in bank owned life insurance (“BOLI”), $846,000 of assets held for sale, and other assets totaling $8.6 million, including net deferred taxes of $5.3 million which included $2.7 million in deferred tax assets.$4.5 million. Since the income on BOLIbank–owned life insurance is included in non-interest income, this asset is not included in the Company’s calculation of earning assets. The increasedecrease in non-earning assets was due primarily to the increasereduction in deposits.cash and due from banks.

 

Total deposits at September 30, 2017March 31, 2018 were $775.0 million$1.0 billion and consisted of $173.2$233.7 million in non-interest-bearing demand deposits, $192.7$264.8 million in money market and negotiable order of withdrawal, or NOW, accounts, $34.2$63.0 million in savings accounts, and $374.9$448.0 million in time deposits. Total deposits increased by $95.4$14.4 million from $679.7$995.0 million as of December 31, 2016,2017, due primarily to anthe increase in DDAmoney market deposits andas a CD marketingresult of an advertising program. The Bank had no$-0- in brokered demand deposits and $61.7$79.0 million in brokered time deposits as of September 30, 2017.March 31, 2018.

 

As of March 31, 2018, the Company had $59.2 million (of which $27.0 million is identified as long-term debt) in FHLB borrowings, and $12.4 million in junior subordinated debentures that are classified as long-term debt.

 47 

 

 

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, 2017March 31, 2018 was $109.8$137.7 million, an increase of $5.5$1.6 million from $104.3$136.1 million as of December 31, 2016.2017. Accumulated other comprehensive incomeloss relating to available for sale securities increased $142,000decreased $410,000 during the ninethree months ended September 30, 2017.March 31, 2018. Other changes in shareholders’ equity included increasesnet income of $70,000 in stock-based compensation, earnings of $5.2$1.9 million and $104,000$26,000 from the exercise of stock options.

 

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

 

At September 30, 2017,March 31, 2018, the Company had $2.9$2.6 million in loans that were 30 to 89 days past due. This represented 0.38%0.27% of gross loans outstanding on that date. This is a decrease from December 31, 20162017 when there were $3.0$4.7 million in loans that were 30-89 days past due or 0.44%0.48% of gross loans outstanding. Non-accrual loans decreasedincreased from $5.8$2.1 million at December 31, 20162017 to $2.0$3.5 million at September 30, 2017.March 31, 2018.

 

The percentage of non-performing loans (non-accrual loans and accruing troubled debt restructurings) to total loans decreasedincreased from 1.39%0.86% at December 31, 20162017 to 0.81%1.01% at September 30, 2017.March 31, 2018. The Company has experienced a decreasehad an increase of $1.4 million in non-accruals from $5.8$2.1 million at December 31, 2016 to $2.0 million as of September 30, 2017 and an increasea decrease in accruing troubled debt restructurings from $3.6$4.9 million at December 31, 20162017 to $4.1$4.8 million as of September 30, 2017.March 31, 2018. Of the $3.8 million decrease in non-accrual loans inas of March 31, 2018, six commercial real estate loans totaled $954,000, eight construction loans totaled $494,000, six commercial loans totaled $279,000, six HELOC loans totaled $459,000, four agricultural loans totaled $1.0 million and 1-to-4 family residential loans and consumer made up 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.remaining balance.

 

At September 30, 2017,March 31, 2018, the CompanyBank had thirty-onethirty-nine loans totaling $4.7$6.7 million that were considered to be troubled debt restructurings or TDRs. Nineteenrestructurings. Twenty-three of these loans totaling $4.1$4.8 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 offor the datesperiods 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  For Periods Ended 
 September 30, December 31,  March 31, December 31, 
 2017  2016  2018  2017 
 (Dollars in thousands)  (dollars in thousands) 
          
Non-accrual loans $2,013  $5,805  $3,549  $2,115 
Accruing TDRs  4,140   3,625   4,789   4,863 
Total non-performing loans  6,153   9,430   8,338   6,978 
Foreclosed real estate  2,093   599   1,525   1,258 
Total non-performing assets $8,246  $10,029  $9,863  $8,236 
                
Accruing loans past due 90 days or more $663  $529  $1,499  $1,476 
Allowance for loan losses $8,647  $8,411  $8,957  $8,835 
                
Non-performing loans to period end loans  0.81%  1.39%  0.85%  0.71%
Non-performing loans and accruing loans past due 90 days or more to period end loans  0.89%  1.47%  1.01%  0.86%
Allowance for loans losses to period end loans  1.13%  1.24%
Allowance for loan losses to period end loans  0.92%  0.90%
Allowance for loan losses to non-performing loans  141%  89%  107%  127%
Allowance for loan losses to non-performing assets  105%  84%  91%  107%
Allowance for loan losses to non-performing assets and accruing loans past due 90 days or more  97%  80%  79%  91%
Non-performing assets to total assets  0.89%  1.18%  0.81%  0.69%
Non-performing assets and accruing loans past due 90 days or more to total assets  0.97%  1.25%  0.93%  0.81%

 

 48 

 

 

Total non-performing assets (non-accrual loans, accruing TDRs, and foreclosed real estate) at September 30, 2017March 31, 2018 and December 31, 20162017 were $8.2$9.9 million and $10.0$8.2 million, respectively. The allowance for loan losses at September 30, 2017March 31, 2018 represented 105%91% of non-performing assets compared to 84%107% at December 31, 2016.2017.

 

Total impaired loans at September 30, 2017March 31, 2018 were $7.5$9.0 million. This includes $2.0$3.5 million in loans that were classified as impaired because they were in non-accrual status and $7.0$5.5 million in loans that were determined to be impaired for other reasons. Of these loans, $1.0 million$659,000 required a specific reserve of $20,000$76,000 at September 30, 2017.March 31, 2018.

 

Total impaired loans at December31, 20162017 were $11.0$8.0 million. This includes $5.8$2.1 million in loans that were considered to beclassified as impaired due to beingbecause they were in non-accrual status and $5.2$5.9 million in loans that were deemeddetermined to be impaired for other reasons. Of these loans, $2.8 million$344,000 required a specific reserve of $117,000$61,000 at December 31, 2016.2017.

 

The allowance for loan losses was $8.6$9.0 million at September 30, 2017March 31, 2018 or 1.13%0.92% of gross loans outstanding. This is a decrease from the 1.24%outstanding as compared to 0.90% reported as a percentage of gross loans at December 31, 2016.2017. This increase resulted primarily from changes in loans requiring a specific reserve plus qualitative factors related to interest rates and economic performance indicators. The Legacy Select loans and Carolina Premier loans were recorded at estimated fair value as of the acquisition date and the related credit risk is 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.loans. The allowance for loan losses at September 30, 2017 andMarch 31, 2018 represented 107% of non-performing loans compared to 127% at December 31, 2016 represented 141% and 89%, respectively, of non-performing loans.2017. It is management’s assessment that the allowance for loan losses as of September 30, 2017March 31, 2018 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.

Contractual Obligations

The following table presents the Company's significant fixed and determinable contractual obligations by payment date. The payment amounts represent those amounts contractually due to the recipient. The table excludes liabilities recorded where management cannot reasonably estimate the timing of any payments that may be required in connection with these liabilities.

  March 31, 2018 
(dollars in thousands) 1 Year
or Less
  Over 1 to
3 Years
  Over 3 to
5 Years
  More Than
5 Years
  Total 
                
Time deposits $318,530  $109,610  $19,836  $-  $447,976 
Short-term borrowings  32,173   -   -   -   32,173 
Long-term debt  -   27,000   -   12,372   39,372 
Operating leases  1,221   1,816   1,219   226   4,482 
Total contractual obligations $351,924  $138,426  $21,055  $12,598  $524,003 

49

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 Ratios

 

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

 

At September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company had $23.1$20.5 million and $21.7 million in non 1-to-4non-1-to-4 family residential loans that exceeded the regulatory LTV limits, respectively. At September 30, 2017March 31, 2018 and December 31, 2016, the Company had $11.3$4.7 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%22.1% and 23.6% of total risk-based capital as of September 30, 2017March 31, 2018 and December 31, 2016,2017, which is less than the 100% maximum allowed. These loans may presentrepresent more than ordinary risk to the Company if the real estate market weakens in terms of market activity or collateral valuations.

49

 

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, 2017March 31, 2018, the Company had fourthree product type groups thatwhich exceeded this guideline; Real Estate Commercial Construction,Office Building, 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,$67.1 million; 1-4 Family Rental, which represented 54%51% of risk-based capital, or $63.8$64.1 million and MultifamilyMulti-family Residential which represented 60%58% of risk-based capital,Risk-Based Capital or $69.9$72.4 million. All other commercial real estate groups were at or below the 40% threshold. The internal guideline levels heighten the level of Company monitoring of such loan in underwriting and ongoing servicing activities. At December 31, 2016,2017, the Company exceeded the 40% guideline in twofive product types. The 1-to-4 Family Residential Rental category represented 66%52% of risk-based capitalRisk-Based Capital or $74.2$64.4 million, Real Estate Commercial Construction represented 51% of Risk-Based Capital or $62.3 million, Real Estate Construction Spec & Presold represented 42% or $51.6 million, Office Building category represented 56% or $68.8 million, and the Multi-family Residential category represented 49%61% of risk-based capitalRisk-Based Capital or $54.5 million at December 31, 2016.$74.6 million. All other commercial real estate product types were under the 40% threshold.

50

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
March 31, 2018 and December 31, 2016.2017.

 

Acquisition, Development and Construction Loans

(Dollarsdollars in thousands)

 

 September 30, 2017  December 31, 2016  March 31, 2018  December 31, 2017 
    Land and Land       Land and Land       Land and Land     Land and Land   
 Construction  Development  Total  Construction  Development  Total  Construction  Development  Total  Construction  Development  Total 
                          
Total ADC loans $120,245  $27,312  $147,557  $76,037  $24,874  $100,911  $146,107  $24,192  $170,299  $149,856  $28,077  $177,933 
                                                
Average Loan Size $226  $294      $166  $350      $266  $281      $262  $265   
                                                
Percentage of total loans  15.75%  3.58%  19.33%  11.23%  3.67%  14.90%  14.94%  2.47%  17.41%  15.25%  2.86%  18.11%
                                                
Non-accrual loans $248  $-  $248  $151  $-  $151  $406  $-  $406  $384  $-  $384 

 

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.

 

50

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
March 31, 2018 and December 31, 2016.2017.

 

 September 30, 2017  December 31, 2016  March 31, 2018  December 31, 2017 
 ADC Loans  Percent  HELOC  Percent  ADC Loans  Percent  HELOC  Percent  ADC Loans  Percent  HELOC  Percent  ADC Loans  Percent  HELOC  Percent 
 (Dollars in thousands)  (dollars in thousands) 
                                  
Harnett County $6,293   4.26% $5,894   13.70% $4,505   4.46% $5,817   14.13% $6,693   3.93% $5,447   10.52% $5,076   2.85% $5,365   10.20%
Alamance County  2,016   1.37%  1,190   2.77%  1,169   1.16%  1,065   2.59%  1,536   0.90%  1,094   2.11%  1,727   0.97%  1,075   2.04%
Beaufort County  156   0.11%  1,502   3.49%  182   0.18%  1,026   2.49%  840   0.49%  1,759   3.40%  147   0.08%  1,649   3.13%
Brunswick County  8,808   5.97%  1,754   4.08%  4,506   4.46%  1,899   4.61%  9,653   5.67%  1,749   3.38%  8,509   4.78%  1,696   3.22%
Carteret County  3,027   2.05%  2,404   5.59%  585   0.58%  2,350   5.71%  2,822   1.66%  2,711   5.24%  3,279   1.84%  2,795   5.31%
Cherokee County  14   0.01%  54   0.10%  -   -%   59   0.11%
Craven County  930   0.63%  442   1.03%  -   -%  -   -%  914   0.54%  599   1.16%  923   0.52%  578   1.10%
Cumberland County  22,468   15.23%  4,211   9.79%  22,610   22.41%  5,278   12.82%  21,779   12.79%  3,739   7.22%  23,105   12.99%  4,196   7.98%
Mecklenburg County  14,899   8.75%  3,052   5.90%  10,826   6.08%  3,249   6.18%
New Hanover County  19,129   11.23%  2,647   5.11%  19,445   10.93%  2,136   4.06%
Pasquotank County  1,030   0.70%  1,398   3.25%  947   0.94%  1,258   3.06%  989   0.58%  1,460   2.82%  1,115   0.63%  1,730   3.29%
Pickens County  -   -%   90   0.18%  -   -%   72   0.14%
Pitt County  15,702   10.64%  6,334   14.72%  13,697   13.57%  5,151   12.52%  16,824   9.88%  7,001   13.52%  17,421   9.79%  6,727   12.79%
Robeson County  703   0.48%  3,671   8.53%  803   0.80%  3,709   9.01%  745   0.44%  3,740   7.23%  837   0.47%  3,606   6.86%
Sampson County  26   0.02%  1,650   3.84%  71   0.07%  1,574   3.83%  25   0.01%  1,927   3.72%  26   0.01%  1,694   3.22%
Wake County  22,363   15.15%  1,367   3.18%  15,689   15.55%  1,536   3.73%  16,233   9.53%  1,419   2.74%  25,785   14.49%  1,281   2.43%
Wayne County  9,996   6.77%  4,384   10.19%  9,734   9.65%  4,281   10.40%  2,873   1.69%  4,026   7.78%  10,475   5.89%  4,185   7.96%
Wilson County  80   0.05%  69   0.13%  85   0.05%  71   0.13%
York County  190   0.11%  825   1.59%  408   0.23%  1,454   2.76%
All other locations  54,039   36.62%  6,815   15.84%  26,413   26.17%  6,214   15.10%  54,061   31.74%  8,361   16.15%  48,744   27.40%  8,988   17.09%
                                                                
Total $147,557   100.00% $43,016   100.00% $100,911   100.00% $41,158   100.00% $170,299   100.00% $51,769   100.00% $177,933   100.00% $52,606   100.00%

51

 

Interest Only

Interest-Only Payments

 

Another risk factor that exists in the total loan portfolio pertains to loans with interest onlyinterest-only payment terms. At September 30, 2017,March 31, 2018, the Company had $211.3$196.8 million in loans that had terms permitting interest onlyinterest-only payments. This represented 27.7%20.1% of the total loan portfolio. At December 31, 2016,2017, the Company had $161.5$291.8 million in loans that had terms permitting interest onlyinterest-only payments. This represented 23.8%29.7% of the total loan portfolio as of such date. Notwithstandingportfolio. Recognizing the risk inherent with interest onlyinterest-only loans, it is customary and general industry practice that loans in the ADC portfolio permit interest onlyinterest-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$70.4 million, or 8.8%7.2% of total loans, at September 30, 2017March 31, 2018 compared to $62.9$66.7 million, or 9.3%6.8% of total loans, at December 31, 2016.2017. The Company’s ten largest customer relationships totaled $89.9 million, or 11.8%9.2% of total loans, at September 30, 2017March 31, 2018 compared to $80.9$90.0 million, or 11.9%9.2% of total loans, at December 31, 2016.2017. 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.

 

51

Comparison of Results of Operations for the

Three months ended September 30,March 31, 2018 and 2017 and 2016

 

General. During the thirdfirst quarter of 2017,2018, the Company had net income of $1.8$1.9 million as compared with net income of $1.7$2.1 million for the thirdfirst quarter of 2016.2017. Net income per common share for the thirdfirst quarter of 20172018 was $0.15,$0.14 basic and $0.13 diluted, compared with net income per common share of $0.15,$0.18, basic and diluted, for the thirdfirst quarter of 2016.2017. Results of operations for the thirdfirst quarter of 20172018 were primarily impacted by an increase of $839,000$3.6 million in net interest income and a decreaseoffset by an increase in non-interest incomeexpense 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$4.5 million, which werewas primarily related to increased personnel expense of $373,000,$1.3 million, occupancy expenses of $316,000, merger related expenses of $278,000, foreclosure related$1.8 million, and information systems expenses of $160,000, information system expenses of $59,000 and other expenses of $34,000 which was partially$498,000, offset by a reduction in professional fees expense of $52,000, core deposit intangible amortization of $23,000 and a $20,000 decrease in occupancy expenses.$50,000. The Company recorded a provision offor loan losses of $202,000$141,000 for the thirdfirst quarter of 20172018 compared to a provision recovery of $337,000$194,000 in the thirdfirst quarter of 2016.2017. Net interest margin of 4.19%4.45% in the thirdfirst quarter of 2017 decreased 82018 increased 20 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.2017.

 

Net Interest Income. Net interest income increased to $8.7$11.7 million for the thirdfirst quarter of 20172018 from $7.8$8.1 million for the thirdfirst quarter of 2016.2017. The Company’s total interest income was affected by the increase in loan balances due to growth.loan growth in established branches and from our expanded market footprint for branches acquired in December 2017 as part of the merger with Carolina Premier. Average total interest-earning assets were $826.6 million$1.1 billion in the thirdfirst quarter of 20172018 compared with $737.2$776.5 million during the same period in 2016,2017, while the average yield on those assets increased 841 basis points from 4.76%4.80% to 4.84%,5.21% which was primarily due to higher loan yield offset by a reduction of discount accretion on loans acquired in the increase in rates on recently originated loans.merger with Carolina Premier Bank.

 

The Company’s average interest-bearing liabilities increased by $80.2$247.5 million to $630.9$831.2 million for the quarter ended September 30, 2017March 31, 2018 from $550.7$583.7 million for the same period one year earlier and the cost of those funds increased from 0.66%0.73% to 0.85%0.98%, or 1925 basis points. The increase in interest-bearing liabilities was a primary result of deposit rate increases within our markets and acquiring brokered deposits plus advances. During the thirdfirst quarter of 2017,2018, the Company’s net interest margin was 4.19%4.45% and net interest spread was 3.98%4.22%. 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.

52

·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%4.25% 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.

 5352 

 

 

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. TheIn determining the loss history to be applied to its ASC 450 loan pools within the allowance for loan losses, isthe Company previously used loss history based on the weighted average net charge off history for the most recent fourteen consecutive quarters, 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. TheDuring the first quarter of 2018, the Company recorded a provision for loan losses of $1.1 million for$141,000, as compared to the reverse provision of $194,000 that was recorded in the first nine monthsquarter of 2017. In both 2018 and 2017, compared to $847,000 for the first nine monthsrelatively small provision expense and recovery resulted from a low level 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.net charge-offs.

Non-Interest Income. Non-interest income for the nine monthsquarter ended September 30, 2016March 31, 2018 was $2.3$1.2 million, a decreasean increase of $196,000$435,000 from the first nine monthsquarter of 2016.2017. Service charges on deposit accounts decreased $74,000increased $61,000 to $668,000$276,000 for the nine monthsquarter ended September 30, 2017March 31, 2018 from $742,000$215,000 for the same period in 2016, primarily due to a decrease in overdraft charges.2017. Other non-deposit fees and income decreased $100,000increased $348,000 from the first nine monthsquarter of 20162017 to the first nine monthsquarter of 2017, primarily2018 due to decreasesincreases in debit card activity.various items. The Company recognized a gain on saledid not have sales of investment securities of $22,000 forduring the first nine months of 2016 compared to no gains for the first nine months of 2017.three-months ended March 31, 2018 or 2017, respectively.

 

Non-Interest Expenses. Non-interest expenses increased by $1.5$4.5 million to $18.2$10.3 million for the nine monthsquarter ended September 30, 2017,March 31, 2018, from $16.8$5.8 million for the same period in 2016. Non-interest2017. In general, most categories of non-interest expenses were also impacted in 2017 by $278,000 in merger related expenses for our announcedincreased, primarily due to the acquisition of Premara.Carolina Premier Bank, which was offset by a decrease in professional fees of $50,000. The following are highlights of the significant categories of non-interest expenses during the first nine monthsquarter of 20172018 versus the same period in 2016:2017:

 

·Personnel expenses increased $1.2$1.3 million to $10.7$4.7 million, due to additions in staff.personnel and cost of living increases.
·Occupancy and equipment expenses decreased by $137,000increased $316,000, primarily due to a larger branch repositioning.network.
·Merger related expenses increased $1.8 million.
·CDI amortization expense decreased by $69,000 in the first nine months of 2017increased $182,000 due to scheduled reductions.
·Deposit insurance expense decreased $115,000 due to rate reductions.the acquisition.
·Information systems expense increased $64,000by $498,000 due to compliance and cybersecurity initiatives.maintaining the core processing system used by Carolina Premier.
·Merger related expenses increasedProfessional fees decreased by $278,000 due$50,000 to an announced acquisition.$270,000.
·Foreclosed real estate increased $88,000 due to write downs on a large property.
·Other non-interestDeposit insurance expenses increased by $113,000,$93,000 to $165,000, due to small increasesincrease in several categories of other non-interest expenses.asset size.

 

Provision for Income Taxes. The Company’s effective tax rate was 34.7%22.4% and 35.2%33.8% for the nine monthsquarters ended September 30,March 31, 2018 and 2017, and 2016, respectively. The effective tax rate for the first nine monthsquarter of 2018 and 2017 was impacted by an adjustment resulting from enacted lower corporate tax rates for the State of North Carolina corporate incomein 2017 plus a tax rate reductions compared to 2016 tax rates.reduction from the Internal Revenue Service for 2018.

 

As of September 30, 2017March 31, 2018 and December, 31, 2016,2017, the Company had a net deferred tax asset in the amount of $2.7$4.5 million and $3.1$4.3 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, 2017March 31, 2018 and December 31, 2016,2017, management concluded that the net deferred tax asset wasassets 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.

53

NET INTEREST INCOME

The following table sets forth, for the periods indicated, information with regard to average balances of assets and liabilities, as well as the total dollar amounts of interest income from interest-earning assets and interest expense on interest-bearing liabilities, resultant yields or costs, net interest income, net interest spread, net interest margin and ratio of average interest-earning assets to average interest-bearing liabilities. Non-accrual loans have been included in determining average loans.

  March 31, 2018  March 31, 2017 
  (dollars in thousands)          
  Average     Average  Average     Average 
  balance  Interest  rate  balance  Interest  rate 
Interest-earning assets:                        
Loans, gross of allowance $972,384  $13,172   5.49% $678,277  $8,719   5.21%
Investment securities  61,427   418   2.76%  61,222   377   2.50%
Other interest-earning assets  41,067   211   2.08%  36,997   88   0.96%
Total interest-earning assets  1,074,878   13,801   5.21%  776,496   9,184   4.80%
                         
Other assets  124,698           80,216         
                         
Total assets $1,199,576          $856,712         
Interest-bearing liabilities:                        
Deposits:                        
Savings, NOW and money market $317,857   314   0.40% $213,229   103   0.20%
Time deposits over $100,000  330,144   1,030   1.27%  222,603   539   0.98%
Other time deposits  114,217   324   1.15%  89,793   220   0.99%
Borrowings  68,996   350   2.06%  58,037   185   1.29%
                         
Total interest-bearing liabilities  831,214   2,018   0.98%  583,662   1,047   0.73%
                         
Non-interest-bearing deposits  219,184           164,169         
Other liabilities  11,095           3,021         
Shareholders' equity  137,083           105,860         
                         
Total liabilities and shareholders' equity $1,198,576          $856,712         
            ��            
Net interest income/interest rate spread (taxable-equivalent basis)     $11,783   4.22%     $8,137   4.07%
                         
Net interest margin
(taxable-equivalent basis)
          4.45%          4.25%
                         
Ratio of interest-earning assets to interest-bearing liabilities  129.31%          133.04%        
                         
Reported net interest income                        
Net interest income/net interest margin (taxable-equivalent basis)     $11,783   4.42%     $8,137   4.22%
Less:                        
taxable-equivalent adjustment      79           59     
                         
Net Interest Income     $11,704          $8,078     

 

 54 

 

 

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%13.1% of total assets at September 30, 2017 which was a decreaseMarch 31, 2018 as compared to 13.9%10.46% 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.2017.

 

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,March 31, 2018, the Company had existing credit lines with other financial institutions to purchase up to $153.0$160.1 million in federal funds. Also, as a member of the FHLB of Atlanta, the Company may obtain advances of up to 25%10% of total assets, subject to available collateral. A floating lien of $109.3$138.3 million of qualifying loans is pledged to the FHLB to secure borrowings. At September 30, 2017,March 31, 2018, the Company had $22.4$59.2 million in FHLB advances outstanding. Another source of short-term borrowings is securities sold under agreements to repurchase. At September 30, 2017,March 31, 2018, in addition to FHLB advances, total borrowings also consisted of junior subordinated debentures of $12.4 million.

 

Total deposits were $775.0 million$1.0 billion at September 30, 2017.March 31, 2018. 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%44.4% of total deposits at September 30, 2017.March 31, 2018. Time deposits of $250,000 or more represented 11.8%10.0% of the Company’s total deposits at September 30, 2017.March 31, 2018. At quarter-end, the Company had $61.7$79.0 million in brokered time deposits and no$-0- in 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. CommencingFinancial institutions and holding companies were subject to the phase-in of BASEL III requirements starting in the first quarter of 2015, financial institutions and their holding companies became subject to the2015. The BASEL III capital requirements. A new part of the capital ratios profile underincludes the Basel III rules is the common equityCommon 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%11.24% at September 30, 2017.March 31, 2018.

 

 55 

 

 

As the following table indicates, at September 30, 2017,March 31, 2018, the Company and the Bank both exceeded minimum regulatory capital requirements as specified in the tables below.

 

 Actual Minimum  Actual Minimum 
Select Bancorp, Inc. Ratio  Requirement  Ratio  Requirement 
          
Total risk-based capital ratio  14.18%  8.00%  12.04%  8.00%
Tier 1 risk-based capital ratio  13.18%  6.00%  11.20%  6.00%
Leverage ratio  12.57%  4.00%  10.21%  4.00%
Common equity Tier 1 risk-based capital ratio  11.79%  4.50%
Common Equity Tier 1 risk-based capital ratio  10.21%  4.50%

 

    Regulatory        Regulatory    
 Actual Minimum Well-Capitalized  Actual Minimum Well-Capitalized 
Select Bank & Trust Ratio  Requirement  Requirement  Ratio  Requirement  Requirement 
              
Total risk-based capital ratio  13.56%  8.00%  10.00%  11.69%  8.00%  10.00%
Tier 1 risk-based capital ratio  12.56%  6.00%  8.00%  10.85%  6.00%  8.00%
Leverage ratio  11.98%  4.00%  5.00%  9.89%  4.00%  5.00%
Common equity Tier 1 risk-based capital ratio  12.56%  4.50%  6.50%
Common Equity Tier 1 risk-based capital ratio  10.85%  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.March 31, 2018.

 

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.

56

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.

56

 

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,December 31, 2017.

 

57

 June 30, 2017  December 31, 2017 
(Dollars in thousands) 

Estimated

Exposure to

NII

 

Estimated

Exposure

to EVE

  Estimated
Change to
NII
  Estimated
Change
to EVE
 
          
Immediate change in interest rates:                
+ 4.0%  14.4%  6.0%  11.8%  5.2%
+ 3.0%  11.6   5.4   9.6   4.6 
+ 2.0%  8.3   4.2   6.8   3.8 
+ 1.0%  4.1   2.3   3.4   2.1 
No change  -   -   -   - 
- 1.0%  (5.0)  (4.8)  (4.6)  (4.5)

 

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.

57

 

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 thirdfirst quarter of 2017.2018. In connection with such evaluation, the Company has determined that there have been no changes in internal control over financial reporting during the thirdfirst quarter of 20172018 that have materially affected or are reasonably likely to materially affect, the Company's internal control over financial reporting.

 

 58 

 

 

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 QuarterlyAnnual Report on Form 10-Q10-K for the quarter ended MarchDecember 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.three months ended March 31, 2018.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

 59 

 

 

Item 6. Exhibits

 

Exhibit Index

 

   

Incorporated by Reference

(Unless Otherwise Indicated)

   Incorporated by Reference
(Unless Otherwise Indicated)
Exhibit No. Description of Exhibit Form Exhibit Filing
Date
 

SEC

File 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 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  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  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  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  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  Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018, in XBRL (eXtensible Business Reporting Language)  Filed herewith 

 

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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, 2017May 10, 2018By:/s/ William L. Hedgepeth II
  William L. Hedgepeth II
  President and Chief Executive Officer
   
Date: November 9, 2017May 10, 2018By:/s/ Mark A. Jeffries
  Mark A. Jeffries
  Executive Vice President and Chief Financial Officer

 

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