| | New Century Bancorp, Inc. | | | Select Bancorp, Inc. | | | Pro Forma Before Adjustments | | | Pro Forma Purchase Accounting Adjustments | | | | | Adjustments for Merger and Transactional Costs | | | | | Pro Forma Combined | |
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and due from banks | | $ | 23,678 | | | $ | 5,782 | | | $ | 29,460 | | | $ | - | | | | | $ | (2,012 | ) | | A | | $ | 27,448 | |
Interest-earning deposits in other banks | | | 46,740 | | | | 1,315 | | | | 48,055 | | | | - | | | | | | - | | | | | | 48,055 | |
Federal funds sold & repurchase agreements | | | 3,028 | | | | 1,320 | | | | 4,348 | | | | - | | | | | | - | | | | | | 4,348 | |
Securities available-for-sale, at fair value | | | 79,904 | | | | 39,349 | | | | 119,253 | | | | | | | | | | - | | | | | | 119,253 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | - | |
Loans | | | 333,868 | | | | 223,460 | | | | 557,328 | | | | (5,816 | ) | | B | | | - | | | | | | 551,512 | |
Less allowance for loan losses | | | (6,447 | ) | | | (3,425 | ) | | | (9,872 | ) | | | 3,425 | | | C | | | - | | | | | | (6,447 | ) |
Loans, net | | | 327,421 | | | | 220,035 | | | | 547,456 | | | | (2,391 | ) | | | | | - | | | | | | 545,065 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accrued interest receivable | | | 1,466 | | | | 926 | | | | 2,392 | | | | - | | | | | | - | | | | | | 2,392 | |
Stock in FHLB | | | 562 | | | | 1,387 | | | | 1,949 | | | | - | | | | | | - | | | | | | 1,949 | |
Other non-marketable securities | | | 1,041 | | | | - | | | | 1,041 | | | | - | | | | | | - | | | | | | 1,041 | |
Premises and equipment, net | | | 10,930 | | | | 6,405 | | | | 17,335 | | | | (336 | ) | | D | | | - | | | | | | 16,999 | |
Foreclosed real estate | | | 1,169 | | | | 221 | | | | 1,390 | | | | - | | | | | | - | | | | | | 1,390 | |
Goodwill | | | - | | | | 1,488 | | | | 1,488 | | | | (1,488 | ) | | E | | | | | | | | | 4,732 | |
| | | | | | | | | | | | | | | 4,732 | | | E | | | | | | | | | | |
Bank owned life insurance | | | 8,578 | | | | 2,234 | | | | 10,812 | | | | - | | | | | | - | | | | | | 10,812 | |
Core deposit intangible | | | 124 | | | | 238 | | | | 362 | | | | 1,790 | | | F | | | - | | | | | | 2,152 | |
Other assets | | | 3,641 | | | | 1,550 | | | | 5,191 | | | | 2,123 | | | I | | | 776 | | | J | | | 8,090 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Assets | | $ | 508,282 | | | $ | 282,250 | | | $ | 790,532 | | | $ | 4,430 | | | | | $ | (1,236 | ) | | | | $ | 793,726 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Liabilities and Shareholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Deposits | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Demand | | $ | 82,030 | | | $ | 39,711 | | | $ | 121,741 | | | $ | - | | | | | $ | - | | | | | $ | 121,741 | |
Savings | | | 17,315 | | | | 28,797 | | | | 46,112 | | | | - | | | | | | - | | | | | | 46,112 | |
Money market and NOW | | | 118,833 | | | | 50,494 | | | | 169,327 | | | | - | | | | | | - | | | | | | 169,327 | |
Time | | | 210,556 | | | | 99,147 | | | | 309,703 | | | | 2,175 | | | G | | | - | | | | | | 311,878 | |
Total deposits | | | 428,734 | | | | 218,149 | | | | 646,883 | | | | 2,175 | | | | | | - | | | | | | 649,058 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Short-term debt | | | 7,179 | | | | 2,677 | | | | 9,856 | | | | - | | | | | | - | | | | | | 9,856 | |
Long-term debt | | | 12,372 | | | | 25,111 | | | | 37,483 | | | | 908 | | | H | | | - | | | | | | 38,391 | |
Accrued interest payable | | | 207 | | | | 102 | | | | 309 | | | | - | | | | | | - | | | | | | 309 | |
Accrued expenses and other liabilities | | | 2,239 | | | | 981 | | | | 3,220 | | | | - | | | | | | - | | | | | | 3,220 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities | | | 450,731 | | | | 247,020 | | | | 697,751 | | | | 3,083 | | | | | | - | | | | | | 700,834 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock | | | 6,931 | | | | 2,418 | | | | 9,349 | | | | (2,418 | ) | | L | | | - | | | | | | 11,348 | |
| | | | | | | | | | | | | | | 4,417 | | | M | | | - | | | | | | | |
Preferred stock | | | - | | | | 7,645 | | | | 7,645 | | | | (7,645 | ) | | L | | | - | | | | | | 7,645 | |
| | | | | | | | | | | | | | | 7,645 | | | L | | | - | | | | | | | |
Additional paid-in-capital | | | 42,132 | | | | 13,565 | | | | 55,697 | | | | (13,565 | ) | | L | | | - | | | | | | 66,647 | |
| | | | | | | | | | | | | | | 24,515 | | | L | | | - | | | | | | | |
Retained earnings | | | 8,013 | | | | 10,908 | | | | 18,921 | | | | (10,908 | ) | | L | | | (1,236 | ) | | K | | | 6,777 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive income | | | 475 | | | | 694 | | | | 1,169 | | | | (694 | ) | | L | | | - | | | | | | 475 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Shareholders' Equity | | | 57,551 | | | | 35,230 | | | | 92,781 | | | | 1,347 | | | | | | (1,236 | ) | | | | | 92,892 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Liabilities and Shareholders' Equity | | $ | 508,282 | | | $ | 282,250 | | | $ | 790,532 | | | $ | 4,430 | | | | | $ | (1,236 | ) | | | | $ | 793,726 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Number of common shares outstanding | | | 6,931,168 | | | | 2,418,347 | | | | 9,349,515 | | | | 1,998,522 | | | | | | - | | | | | | 11,348,037 | |
Number of preferred shares outstanding | | | - | | | | 7,645 | | | | 7,645 | | | | - | | | | | | - | | | | | | 7,645 | |
Total common book value per share | | $ | 8.30 | | | $ | 11.41 | | | | | | | | | | | | | | | | | | | $ | 7.51 | |
Total tangible book value per share | | $ | 8.29 | | | $ | 10.69 | | | | | | | | | | | | | | | | | | | $ | 6.91 | |
| | New Century Bancorp, Inc. | | | Select Bancorp, Inc. | | | Pro Forma Before Adjustments | | | Adjustments | | | | | Pro Forma Combined | |
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INTEREST INCOME: | | | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 9,689 | | | $ | 5,219 | | | $ | 14,908 | | | $ | 568 | | | B | | $ | 15,476 | |
Federal funds sold and interest bearing deposits | | | 58 | | | | 15 | | | | 73 | | | | - | | | | | | 73 | |
Investment securities | | | 827 | | | | 561 | | | | 1,388 | | | | - | | | | | | 1,388 | |
Total interest income | | | 10,574 | | | | 5,795 | | | | 16,369 | | | | 568 | | | | | | 16,937 | |
| | | | | | | | | | | | | | | | | | | | | | |
INTEREST EXPENSE: | | | | | | | | | | | | | | | | | | | | | | |
Money market, NOW and savings deposits | | | 117 | | | | 81 | | | | 198 | | | | - | | | | | | 198 | |
Time deposits | | | 1,934 | | | | 661 | | | | 2,595 | | | | (331 | ) | | G | | | 2,264 | |
Short term debt | | | 13 | | | | 4 | | | | 17 | | | | - | | | | | | 17 | |
Long term debt | | | 144 | | | | 302 | | | | 446 | | | | (226 | ) | | H | | | 220 | |
Total interest expense | | | 2,208 | | | | 1,048 | | | | 3,256 | | | | (557 | ) | | | | | 2,699 | |
| | | | | | | | | | | | | | | | | | | | | | |
NET INTEREST INCOME | | | 8,366 | | | | 4,747 | | | | 13,113 | | | | 1,125 | | | | | | 14,238 | |
PROVISION (RECOVERY) FOR LOAN LOSSES | | | (476 | ) | | | - | | | | (476 | ) | | | - | | | | | | (476 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
NET INTEREST INCOME AFTER PROVISION | | | 8,842 | | | | 4,747 | | | | 13,589 | | | | 1,125 | | | | | | 14,714 | |
FOR LOAN LOSSES | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
OTHER INCOME: | | | | | | | | | | | | | | | | | | | | | | |
Fees from pre-sold mortgages | | | - | | | | 9 | | | | 9 | | | | - | | | | | | 9 | |
Service charges on deposit accounts | | | 453 | | | | 142 | | | | 595 | | | | - | | | | | | 595 | |
Other fees and income | | | 737 | | | | 365 | | | | 1,102 | | | | - | | | | | | 1,102 | |
Total other income | | | 1,190 | | | | 516 | | | | 1,706 | | | | - | | | | | | 1,706 | |
| | | | | | | | | | | | | | | | | | | | | | |
OTHER EXPENSES: | | | | | | | | | | | | | | | | | | | | | | |
Personnel | | | 4,256 | | | | 1,457 | | | | 5,713 | | | | - | | | | | | 5,713 | |
Occupancy and equipment | | | 780 | | | | 339 | | | | 1,119 | | | | - | | | | | | 1,119 | |
Deposit insurance | | | 206 | | | | 73 | | | | 279 | | | | - | | | | | | 279 | |
Professional fees | | | 593 | | | | 117 | | | | 710 | | | | - | | | | | | 710 | |
Information systems | | | 668 | | | | 372 | | | | 1,040 | | | | - | | | | | | 1,040 | |
Foreclosed real estate-related expense | | | 311 | | | | - | | | | 311 | | | | - | | | | | | 311 | |
Other | | | 1,792 | | | | 458 | | | | 2,250 | | | | 285 | | | F | | | 2,535 | |
Total other expenses | | | 8,606 | | | | 2,816 | | | | 11,422 | | | | 285 | | | | | | 11,707 | |
| | | | | | | | | | | | | | | | | | | | | | |
INCOME BEFORE INCOME TAXES | | | 1,426 | | | | 2,447 | | | | 3,873 | | | | 840 | | | | | | 4,713 | |
PROVISION FOR INCOME TAXES | | | 541 | | | | 856 | | | | 1,397 | | | | 324 | | | I,J | | | 1,721 | |
NET INCOME | | | 885 | | | | 1,591 | | | | 2,476 | | | | 516 | | | | | | 2,992 | |
Less preferred stock dividends and discount accretion | | | - | | | | 40 | | | | 40 | | | | - | | | | | | 40 | |
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | | $ | 885 | | | $ | 1,551 | | | $ | 2,436 | | | $ | 516 | | | | | $ | 2,952 | |
| | | | | | | | | | | | | | | | | | | | | | |
Earnings per share, basic | | $ | 0.13 | | | $ | 0.65 | | | | | | | | | | | | | $ | 0.26 | |
Earnings per share, diluted | | $ | 0.13 | | | $ | 0.63 | | | | | | | | | | | | | $ | 0.26 | |
| | | | | | | | | | | | | | | | | | | | | | |
Weighted average common shares outstanding, basic | | | 6,922,651 | | | | 2,384,756 | | | | | | | | | | | | | | 11,278,169 | |
Weighted average common shares outstanding, diluted | | | 6,926,318 | | | | 2,456,302 | | | | | | | | | | | | | | 11,412,508 | |
Note 1 -Basis of Presentation | | | | | |
The unaudited proforma condensed combined financial information has been prepared using the acquisition method of accounting. Balance sheet data is presented as of June 30, 2014 and assumes the merger involving New Century Bancorp, Inc. ("New Century") and Select Bancorp, Inc. ("Select") was complete on that date. Income statement data is presented to give effect to the merger as if it had occured on January 1, 2014. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position has the merger been consummated at the beginning of the period presented, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. Certain historical financial information has been reclassified to conform to current presentation. New Century consumated the acquisition of Select on July 25, 2014. |
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The unaudited pro forma condensed combined financial information includes preliminary estimated adjustments to record assets and liabilities of Select at their respective fair values and represents management's estimates based on available information. The pro forma adjustments included herein are subject to updates as additional information become available and as additional analyses are performed. The final allocation of the purchase price will be determined after the merger is completed and after completion of thorough analyses to determine the fair value of Select's tangible and identifiable intangible assets and liabilities as of the merger date is completed. Increases or decreases in the estimated fair values of the net assets, commitments, executory contracts and other items of Select as compared with the information shown in the unaudited pro forma combined financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact the statement of income due to adjustments in yield and/or amortization of the adjusted assets or liabilities. Any changes to Select's shareholders' equity including results of operations from January 1, 2014 through the date the merger is completed will also change the amount of goodwill that would be recorded. |
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Note 2 - Accounting Policies and Financial Statement Classifications |
The accounting policies of both NCBC and Select Bancorp have been reviewed and management has determined that there are no material additional conforming adjustments or financial statement reclassifications needed. There are currently no material transactions between NCBC and Select Bancorp in relation to the unaudited pro forma condensed combined financial information. |
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Note 3 - Merger Related Charges | | | | | |
The estimated transaction costs related to the merger are approximately $1.2 million, net of tax. This cost is included in the Pro Forma Condensed Combined Balance Sheet. These estimated transactions costs are still being developed and will continue to be refined over the next several months, and will include assessing personnel, benefit plans, premises, equipment, and service contracts to determine where New Century and Select may take advantage of redundancies. These costs will be recorded as non-interest expense as incurred. The pro forma presentation of the transaction costs is in the following table (dollars in thousands). |
Common equity capital of Select as of June 30, 2014 | | | | | | $ | 26,891 | |
Less estimated fair value adjustments: | | | | | | | | |
Loan fair value | | $ | (5,816 | ) | | | | |
Allowance for loan losses | | | 3,425 | | | | | |
Loans, net | | | (2,391 | ) | | | | |
Premises and equipment | | | (336 | ) | | | | |
Core deposit intangible | | | 1,790 | | | | | |
Elimination of Select Bancorp's goodwill | | | (1,488 | ) | | | | |
Time deposits | | | (2,175 | ) | | | | |
Borrowings | | | (908 | ) | | | | |
Related tax benefit for above | | | 2,123 | | | | | |
Total fair value adjustments | | | | | | | (3,385 | ) |
Net assets (Equity capital less fair value adjustments) | | | | | | | 23,506 | |
Total consideration paid to Select shareholders(1) | | | | | | | 28,238 | |
Goodwill | | | | | | $ | 4,732 | |
| A | Cash was adjusted to reflect the payment of estimated merger related expenses of $2.0 million which is assumed to happen at closing prior to any income statement effect and is therefore offset by a reduction in retained earnings. |
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| B | New Century identified $5.8 million in net preliminary estimated fair value adjustments to Select's loan portfolio. The adjustment reflects New Century's estimates of both market rate differential at June 30, 2014 and the potential adjustments related to the credit quality of the loan portfolio. As a result $3.9 million of the fair value adjustment relates to credit quality, accordingly, no interest yield is estimated and would only be recorded prospectively if there was a significant increase in the estimated cash flows on those loans. The remaining fair value adjustment reflects estimated fair value based upon current interest rates and spreads in the current interest rate environment, and will be accreted using the level yield methodology over the estimated remaining life of the acquired loan portfolio. The accretion for the six months ended June 30, 2014 is estimated at approximately $568,000. |
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| C | Select's existing allowance for loan losses of $3.4 million was eliminated in accordance with generally accepted accounting principles. |
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| D | Premises and equipment were adjusted by $336,000 to reflect estimated fair value adjustments for real property. The amortization of these adjustments is not considered material for the year ended June 30, 2014 |
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| E | The estimated amount of goodwill associated with the transaction is $4.7 million. The final allocation of the purchase price will be determined after the merger is completed and all purchase accounting adjustments are finalized, and may change the amount allocated to goodwill. At June 30, 2014, Select had $1.5 million in goodwill that will be eliminated at the time of merger. |
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| F | Other intangible assets were adjusted to reflect a core deposit intangible of $1.8 million. A core deposit intangible arises from a financial institution having a deposit base comprised of funds associated with stable customer relationships. These customer relationships provide a cost benefit to the acquiring institution since the associated customer deposits typically are at lower interest rates and can be expected to be retained on a long-term basis. This amount reflects management's estimate of the market premium associated with these core deposits. The amortization is estimated at approximately $285,000 for the six months ended June 30, 2014. |
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| G | Time deposits were adjusted by an estimated $2.2 million credit for fair value adjustments on deposits at current market rates for similar products. This adjustment will be accreted into income over the estimated lives of the deposits. Estimated accretion in the pro forma was computed using the sum-of-the-years digits method, which approximates the level yield method. The accretion is estimated at approximately $331,000 for the six months ended June 30, 2014. |
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| H | Borrowings were adjusted by an estimated $908 thousand credit for fair value adjustments on borrowings at current market rates for similar products. This adjustment will be accreted into income over the estimated lives of the borrowings. Estimated accretion in the pro forma was computed using the straight line method, which approximates the level yield method. The accretion is estimated at approximately $226,000 for the six months ended June 30, 2014. |
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| I | Other assets were adjusted by $2.1 million to reflect the estimated deferred tax asset arising from the credit quality fair value adjustments and other fair value adjustments on other assets and liabilities, less deferred tax liabilities arising from the core deposit intangible and other fair value adjustments on other assets and liabilities. |
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| J | Other assets were adjusted by $776,000 to reflect the estimated deferred tax asset arising from the merger and transactional expenses. |
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| K | Retained earnings were adjusted by $1.2 million to reflect the equity effect of merger and transactional costs. |
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| L | Historical shareholders' equity has been eliminated and additional paid-in-capital has been adjusted to reflect New Century's estimated capitalization of Select. |
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| M | The amount of pro forma combined weighted average shares outstanding is calculated by adding New Century's historical weighted average shares outstanding for the year ended June 30, 2014 to the shares issued to be issued in connection with the merger. |