BNCCORP Inc. Annual Report 2012

Plain-text annual report

2 0 1 2 A n n u a l R e p o r t 2012 Annual Report CORPORATE DATA Investor Relations Gregory K. Cleveland, CPA (Inactive) President/CEO 602-852-3526 Timothy J. Franz, CPA (Inactive) Chief Financial Ofﬁcer 612-305-2213 General Inquiries: BNCCORP, INC. 322 East Main Avenue Bismarck, North Dakota 58501 Telephone (701) 250-3040 Facsimile (701) 222-3653 E-mail Inquiries: corp@bncbank.com Annual Meeting The 2013 annual meeting of stockholders will be held on Wednesday, June 19, 2013 at 8:30 a.m. (Central Daylight Time) at BNC National Bank, Second Floor Conference Room, 322 East Main Avenue, Bismarck, ND 58501. Independent Public Accountants KPMG LLP 233 South 13th Street Suite 1600 Lincoln, NE 68508 Securities Listing BNCCORP, INC.’s common stock is traded on the OTC Markets under the symbol: “BNCC.” There were 63 record holders of the Company’s common stock at March 13, 2013. COMMON STOCK PRICES For the Years Ended December 31, 2012(1) 2011(1) High Low Low High First Quarter $6.77 $2.02 $3.15 $1.55 Second Quarter $2.50 $2.00 $3.09 $2.15 Third Quarter $6.50 $2.11 $1.75 $2.50 $1.41 $10.55 $6.10 Fourth Quarter $3.15 (1) The quotes represent the high and low closing sales prices as reported by OTC Markets. Stock Transfer Agent and Registrar American Stock Transfer & Trust Company 59 Maiden Lane, Plaza Level New York, NY 10038 (800) 937-5449 DIRECTORS, BNCCORP, INC. Mark W. Sheffert Chairman of the Board of BNCCORP, INC. Chairman and Chief Executive Ofﬁcer, Manchester Companies, Inc. Gregory K. Cleveland, CPA (Inactive) President and Chief Executive Ofﬁcer Tracy Scott, CPA (Inactive) Retired Co-Founder of BNCCORP, INC. Gaylen Ghylin, CPA (Inactive) EVP, Secretary and CFO Tiller Corporation d/b/a Barton Sand & Gravel Co., Commercial Asphalt Co. and Barton Enterprises, Inc. Richard M. Johnsen, Jr. Chairman of the Board and Chief Executive Ofﬁcer, Johnsen Trailer Sales, Inc. Michael O’Rourke Attorney / Author Stephen H. Roman Partner FirstStrategic LLC DIRECTORS BNC National Bank Gregory K. Cleveland Shawn Cleveland Timothy J. Franz Dave Hoekstra Mark E. Peiler Scott Spillman SUBSIDIARIES BNC National Bank Headquarters: 20175 North 67th Ave Glendale, AZ 85308 Bank Branches: Bismarck Main 322 East Main Avenue Bismarck, ND 58501 Bismarck South 219 South 3rd Street Bismarck, ND 58504 Bismarck North 801 East Century Avenue Bismarck, ND 58503 Primrose Assisted Living Apartments 1144 College Drive Bismarck, ND 58501 Touchmark on West Century 1000 West Century Avenue Bismarck, ND 58503 Crosby 107 North Main Street Crosby, ND 58730 Garrison 92 North Main Garrison, ND 58540 Kenmare 103 1st Avenue SE Kenmare, ND 58746 Linton 104 North Broadway Linton, ND 58552 Stanley 210 South Main Stanley, ND 58784 Watford City 205 North Main Watford City, ND 58854 Minneapolis 240 Investors Bldg (Baker Center) 733 Marquette Ave, South Minneapolis, MN 55402 Perimeter 17550 North Perimeter Drive Scottsdale, AZ 85255 Mortgage Banking Branches: Scottsdale 17550 North Perimeter Drive Scottsdale, AZ 85255 Glendale 6685 W. Beardsley Glendale, AZ 85383 Golden Valley 650 Douglas Drive Golden Valley, MN 55422 Wichita 2868 North Ridge Road Wichita, KS 67205 Andover 511 North Andover Road Andover, Kansas 67002 Overland Park 7007 College Boulevard Overland Park, KS 66211 Topeka 2110 SW Belle Avenue Topeka, KS 66614 Moline 800 36th Avenue Moline, IL 61265 Independence 19045 E. Valley View Independence, MO 64055 Lincoln 6120 Apples Way Lincoln, NE 68516 Omaha 4900 Dodge Street Omaha, NE 68132 EXECUTIVE OFFICERS OF BNCCORP and Subsidiaries Gregory K. Cleveland, CPA (Inactive) President and Chief Executive Ofﬁcer Timothy J. Franz, CPA (Inactive) Chief Financial Ofﬁcer Shawn Cleveland, CPA Chief Operating Ofﬁcer, BNC National Bank Dave Hoekstra, CPA (Inactive) Chief Credit Ofﬁcer and President, BNC National Bank – North Dakota Market Mark E. Peiler, CFA Senior Vice President - Chief Investment Ofﬁcer BNCCORP, INC. Annual Report 2012 89 BNCCORP, INC. (BNCCORP or the Company) is a bank holding company registered under the Bank Holding Company Act of 1956, headquartered in Bismarck, North Dakota. It is the parent company of BNC National Bank (the Bank). The Company operates community banking and wealth management businesses in Arizona, Minnesota and North Dakota from 14 locations. BNC also conducts mortgage banking from 12 locations in Arizona, Minnesota, North Dakota, Illinois, Kansas, Nebraska and Missouri. GREGORY K. CLEVELAND President and Chief Executive Oﬃcer “Our performance during the past year was highlighted by our strong fundamental earnings power, solid capital foundation, and sharp focus on providing community banking services for an attractive and vibrant market.” TO OUR SHAREHOLDERS, CUSTOMERS, EMPLOYEES AND COMMUNITY: I am pleased to report that BNCCORP delivered outstanding operational and ﬁnancial results in 2012. Our performance during the past year was highlighted by our strong fundamental earnings power, solid capital foundation, and sharp focus on providing community banking services for an attractive and vibrant market. In addition to these and other positive developments, we can truly say that this was the period when BNC achieved the “escape velocity” to break free of the eﬀects of the Great Recession that have weighed down the performance of so many ﬁnancial institutions in recent years. As a result of our progress, the Company entered 2013 in the strongest position we’ve been in for several years—and we have the forward momentum to deliver growing shareholder value in the months and years ahead. Meaningful Financial Progress Net income was $26.6 million for 2012 (before preferred stock costs), a sharp increase over the $4.2 million reported in 2011. Diluted earnings per common share were $7.52 for 2012, up from $0.86 for the prior year. These results represented a healthy return on average assets of 3.74% and a return on average common equity of 76.77%. Earnings beneﬁtted from a sharp increase in non-interest income, largely driven by our mortgage banking business, as well as decreased credit costs. In addition to our proﬁtable operations, the Company recognized a tax beneﬁt of some $5.3 million in 2012, primarily due to the reversal of a signiﬁcant portion of our valuation allowance on deferred tax assets. We also received $7.5 million as a settlement of an insurance claim related to the fraudulent activity by an outside residential mortgage loan servicing provider as reported in 2010. In recent years, we have focused on several priorities that we believe are vital for the long-term stability of the Company: credit quality, liquidity and capital. We made strides in all three areas in 2012. The provision for credit losses declined to $100 thousand in 2012, from $1.6 million in 2011. Nonperforming assets were $15.6 million or 2.03% of total assets at year-end 2012, down from $16.3 million or 2.45% at the end of 2011. The allowance for credit losses as a percentage of total loans at December 31, 2012 was 2.62%, compared to 2.94% at December 31, 2011. We remain vigilant with respect to asset quality, and will continue to take reasonable and prudent measures to properly manage credit risk. Total assets rose to $770.8 million at year-end 2012, an increase of $105.7 million during the past 12 months. A key contributor to our asset growth was the $79.4 million increase in cash and investment securities since year-end 2011, due to our continued emphasis on liquidity. In addition, in 2012 we had higher balances of loans held for sale as a result of mortgage banking operations. BNCCORP, INC. Annual Report 2012 1 1 In terms of capital, our total common stockholders’ equity at year-end 2012 was $47.8 million, more than twice the level of a year ago, without resorting to an equity oﬀering. Our book value per common share increased substantially to $14.49 at December 31, 2012, from $6.42 a year earlier. The Bank’s capital ratios are well in excess of the regulatory standards for “well capitalized” institutions. Core Banking for Our Communities BNC has successfully focused on growing our business by providing superior banking and ﬁnancial services solutions. For example, anticipating the recovery of the housing market from the depths of the recession, we increased our emphasis on mortgage banking—originating a record of over $1 billion in mortgages in the past year. We also have emphasized other core banking services that are responsive to the needs of our markets, such as commercial and industrial lending in North Dakota (including ﬁnancing for owner-occupied commercial real estate), and Small Business Administration loans in Arizona. Total deposits at year-end 2012 were $649.6 million, an increase of $73.3 million. This was largely due to deposit growth at our North Dakota branch oﬃces, which are well-positioned to continue to beneﬁt from the vitality of this robust market. Continuing our commitment to the wealth management business, we sponsored a well-attended wealth management seminar in Bismarck in October 2012, featuring the nationally recognized economist and ﬁnancial writer John Mauldin. We had an opportunity to acquaint Mr. Mauldin with the strength of the local economy, and particularly its role in U.S. energy independence, leading to a favorable mention of BNC in his online newsletter in December. The above are just a few examples of our strong community banking emphasis. A dedication to serving the communities in which we live and work sets oﬀ a virtuous cycle: our services help to grow local businesses and the ﬁnancial well-being of our neighbors, who in turn support the growth of BNC. We’re proud of the involvement of our employees in the community—both in providing exceptional service and participating in volunteer activities and charitable works. We look forward to growing our pool of talented, skilled and engaged people in the years to come. Challenges and Opportunities Admittedly, the current economic environment presents a number of challenges. The recession led to a signiﬁcant expansion in banking regulations and historically low interest rates, both of which will continue to press upon the ﬁnancial performance of companies in our industry. We also remain concerned about the lack of a clear, consistent approach to our nation’s ﬁscal issues. That said, BNCCORP enters 2013 with powerful forward momentum and we are well positioned to beneﬁt from the opportunities we see in our business and marketplace. We have a solid core community banking franchise, proﬁtable operations, and a sound capital base. Just as important, we have a team that has shown determination and ability in withstanding a challenging economic cycle, serving customers’ needs, and producing growing value for shareholders. We appreciate the commitment to excellence of our employees, the guidance of our Board of Directors, and the support of our shareholders, and we look forward to delivering many more years of progress in the future. Sincerely, GREGORY K. CLEVELAND President and Chief Executive Oﬃcer 2 2 BNCCORP, INC. Annual Report 2012 BNCCORP, INC. INDEX TO YEAR END FINANCIAL REPORT December 31, 2012 TABLE OF CONTENTS Selected Financial Data ....................................................................................................... 5 Business ............................................................................................................................... 8 Management’s Discussion and Analysis of Financial Condition and Results of Operations ....................................................................................................................... 9 Quantitative and Qualitative Disclosures about Market Risk .......................................... 32 Consolidated Financial Statements .................................................................................... 36 BNCCORP, INC. Annual Report 2012 3 Selected Financial Data The selected consolidated financial data presented below should be read in conjunction with our consolidated financial statements and the notes thereto (dollars in thousands, except share and per share data): For the Years Ended December 31, 2012 2011 2010 2009 2008 $ 23,992 $ 25,749 $ 33,510 $ 44,588 $ 46,026 5,521 6,272 10,238 14,899 18,471 19,477 23,272 29,689 100 1,625 5,750 27,000 42,938 20,237 23,973 16,013 - - 26,231 - 19,215 26,811 7,750 10,395 26,501 737 (5,280) 22 72 (1,625) $ 26,624 $ 4,208 $ (22,065) $ (18,776) $ 2,218 (1,462) (1,394) (1,333) (1,254) Non-interest expense, excluding fraud loss on assets serviced by others 39,965 33,859 37,257 39,103 Net income (loss) available to common shareholders $ 25,162 $ 2,814 $ (23,398) $ (20,030) $ 2,218 Investments securities available for sale 300,549 242,630 137,032 212,661 Federal Reserve Bank and Federal Home Loan Bank stock 2,601 2,750 2,862 3,048 Loans held for sale-mortgage banking 95,095 68,622 29,116 24,130 Loans and leases held for investment, net of unearned income 289,469 293,211 350,501 517,108 209,857 5,989 13,403 542,753 $ 770,776 $ 665,158 $ 747,069 $ 868,083 $ 861,498 Income Statement Data from Continuing Operations: Total interest income Total interest expense Net interest income Provision for credit losses Non-interest income Fraud loss on assets serviced by others Income tax expense (benefit) Net income (loss) Preferred stock costs Balance Sheet Data: (at end of period) Total assets Other loans held for sale, net Allowance for credit losses Deposits held for sale Total deposits Core deposits Short-term borrowings Federal Home Loan Bank advances debentures Preferred stockholders’ equity Common stockholders’ equity Guaranteed preferred beneficial interests in Company’s subordinated - - 70,501 (10,091) (10,630) (14,765) (18,047) (8,751) - - 107,446 - - 649,604 576,255 661,111 755,963 675,321 584,604 516,436 594,152 640,169 11,700 8,635 16,329 10,190 - - - 15,000 575,637 16,844 84,500 22,430 22,427 24,134 22,890 23,025 20,888 20,687 20,486 20,285 47,842 21,180 16,835 36,980 53,947 - - - - - Book value per common share outstanding $ 14.49 $ 6.42 $ 5.09 $ 11.24 $ 16.35 Tangible book value $ 14.49 $ 6.42 $ 5.09 $ 11.24 $ 16.23 Earnings Performance / Share Data from Continuing Operations: Return (loss) on average total assets Return (loss) on average common stockholders’ equity Efficiency ratio Net interest margin Net interest spread Basic earnings (loss) per common share Diluted earnings (loss) per common share Average common shares outstanding Average common and common equivalent shares Shares outstanding at year end Other Key Ratios Nonperforming assets to total assets Nonperforming loans to total assets Nonperforming loans to loans and leases held for investment Allowance for credit losses to total loans Allowance for credit losses to total nonperforming loans 3.74 76.77 65.08% 2.85% 2.63% 0.61% 15.77% 85.26% 3.11% 2.89% (2.79)% (2.09)% (90.47)% (38.88)% 134.38% 85.56% 3.20% 2.95% 3.58% 3.37% 0.28% 3.85% 71.22% 3.64% 3.35% $ 7.64 $ 0.86 $ (7.13) $ (6.14) 0.67 $ 7.52 $ 0.86 $ (7.13) $ (6.14) 0.67 $ $ 3,294,562 3,344,280 3,300,652 3,282,182 3,282,182 3,301,007 3,281,719 3,261,831 3,281,719 3,273,722 3,304,339 3,290,219 3,291,697 3,319,225 3,299,163 2.03% 1.36% 3.63% 2.62% 96% 2.45% 0.93% 2.10% 2.94% 172% 4.09% 2.39% 5.10% 3.84% 83% 4.97% 4.13% 6.94% 3.11% 50% 3.84% 2.66% 4.22% 1.50% 38% 2 Net loan charge-offs to average loans and leases held for investment (0.225)% (1.780)% (1.530)% (3.235)% (1.066)% This page was intentionally left blank. 4 BNCCORP, INC. Annual Report 2012 Selected Financial Data The selected consolidated financial data presented below should be read in conjunction with our consolidated financial statements and the notes thereto (dollars in thousands, except share and per share data): 19,215 26,811 7,750 10,395 - 26,501 737 209,857 5,989 13,403 542,753 - Income Statement Data from Continuing Operations: Total interest income Total interest expense Net interest income Provision for credit losses Non-interest income Fraud loss on assets serviced by others Income tax expense (benefit) Net income (loss) Preferred stock costs For the Years Ended December 31, 2012 2011 2010 2009 2008 $ 23,992 $ 25,749 $ 33,510 $ 44,588 $ 46,026 5,521 6,272 10,238 14,899 18,471 19,477 23,272 29,689 100 1,625 5,750 27,000 42,938 20,237 23,973 16,013 - - 26,231 - (5,280) 22 72 (1,625) $ 26,624 $ 4,208 $ (22,065) $ (18,776) $ 2,218 (1,462) (1,394) (1,333) (1,254) - Non-interest expense, excluding fraud loss on assets serviced by others 39,965 33,859 37,257 39,103 Net income (loss) available to common shareholders $ 25,162 $ 2,814 $ (23,398) $ (20,030) $ 2,218 Balance Sheet Data: (at end of period) Total assets $ 770,776 $ 665,158 $ 747,069 $ 868,083 $ 861,498 Investments securities available for sale 300,549 242,630 137,032 212,661 Federal Reserve Bank and Federal Home Loan Bank stock 2,601 2,750 2,862 3,048 Loans held for sale-mortgage banking 95,095 68,622 29,116 24,130 Loans and leases held for investment, net of unearned income 289,469 293,211 350,501 517,108 Other loans held for sale, net Allowance for credit losses Deposits held for sale Total deposits Core deposits Short-term borrowings Federal Home Loan Bank advances Guaranteed preferred beneficial interests in Company’s subordinated debentures Preferred stockholders’ equity Common stockholders’ equity - - 70,501 - (10,091) (10,630) - - (14,765) 107,446 (18,047) (8,751) - - 649,604 576,255 661,111 755,963 675,321 584,604 516,436 594,152 640,169 11,700 8,635 16,329 10,190 - - - 15,000 575,637 16,844 84,500 22,430 22,427 24,134 22,890 23,025 20,888 20,687 20,486 20,285 - 47,842 21,180 16,835 36,980 53,947 Book value per common share outstanding $ 14.49 $ 6.42 $ 5.09 $ 11.24 $ 16.35 Tangible book value $ 14.49 $ 6.42 $ 5.09 $ 11.24 $ 16.23 Earnings Performance / Share Data from Continuing Operations: Return (loss) on average total assets Return (loss) on average common stockholders’ equity Efficiency ratio Net interest margin Net interest spread Basic earnings (loss) per common share Diluted earnings (loss) per common share Average common shares outstanding Average common and common equivalent shares Shares outstanding at year end Other Key Ratios Nonperforming assets to total assets Nonperforming loans to total assets Nonperforming loans to loans and leases held for investment 3.74 76.77 65.08% 2.85% 2.63% 0.61% 15.77% 85.26% 3.11% 2.89% (2.79)% (2.09)% (90.47)% (38.88)% 134.38% 85.56% 3.20% 2.95% 3.58% 3.37% 0.28% 3.85% 71.22% 3.64% 3.35% $ 7.64 $ 0.86 $ (7.13) $ (6.14) $ 7.52 $ 0.86 $ (7.13) $ (6.14) 3,294,562 3,344,280 3,300,652 3,282,182 3,282,182 3,301,007 3,281,719 3,261,831 3,281,719 3,273,722 3,304,339 3,290,219 $ $ 0.67 0.67 3,291,697 3,319,225 3,299,163 2.03% 1.36% 3.63% 2.45% 0.93% 2.10% 4.09% 2.39% 5.10% 4.97% 4.13% 6.94% 3.84% 2.66% 4.22% Net loan charge-offs to average loans and leases held for investment (0.225)% (1.780)% (1.530)% (3.235)% (1.066)% Allowance for credit losses to total loans Allowance for credit losses to total nonperforming loans 2.62% 96% 2.94% 172% 3.84% 83% 3.11% 50% 1.50% 38% 2 BNCCORP, INC. Annual Report 2012 5 Quarterly Financial Data Interest income Interest expense Net interest income First Quarter Second Quarter 2012 Third Quarter Fourth Quarter YTD $ 6,131 $ 5,904 $ 6,095 $ 5,862 $ 23,992 1,486 1,505 1,328 1,202 5,521 4,645 4,399 4,767 4,660 18,471 Provision for credit losses 100 - - - 100 Net interest income after provision for credit losses Non-interest income Non-interest expense Income before income taxes Income tax expense (benefit) NET INCOME Preferred stock costs Net income available to common shareholders 4,545 4,399 4,767 4,660 18,371 5,697 8,672 10,753 10,021 16,826 12,303 9,662 42,938 8,969 39,965 1,570 5,131 9,290 5,353 21,344 2 101 (5,755) 372 (5,280) $ 1,568 $ 5,030 $ 15,045 $ 4,981 $ 26,624 (358) (362) (369) (373) (1,462) $ 1,210 $ 4,668 $ 14,676 $ 4,608 $ 25,162 Basic earnings per common share Diluted earnings per common share $ $ 0.37 0.37 $ $ 1.42 1.42 $ $ 4.46 4.41 $ $ 1.40 1.34 $ $ 7.64 7.52 Interest income Interest expense Net interest income credit losses Non-interest income Non-interest expense Provision for credit losses Net interest income after provision for Income before income taxes Income tax expense (benefit) NET INCOME Preferred stock costs Net income available to common shareholders First Quarter Second Quarter Fourth Quarter YTD 2011 Third Quarter $ 6,907 $ 6,256 $ 6,199 $ 6,387 $ 25,749 1,747 1,560 1,587 1,378 6,272 5,160 4,696 4,612 5,009 19,477 600 500 275 250 1,625 4,560 4,196 4,337 4,759 17,852 4,036 8,023 4,717 8,262 6,074 8,819 5,410 8,755 20,237 33,859 573 651 1,592 1,414 4,230 - 2 (2) 22 22 $ 573 $ 649 $ 1,594 $ 1,392 $ 4,208 (339) (345) (354) (356) (1,394) $ 234 $ 304 $ 1,240 $ 1,036 $ 2,814 Basic earnings per common share Diluted earnings per common share $ $ 0.07 $ 0.07 $ 0.09 0.09 $ $ 0.38 $ 0.38 $ 0.31 0.31 $ $ 0.86 0.86 Average common shares: Basic Diluted 3,291,907 3,291,907 3,291,569 3,294,562 3,312,205 3,295,247 3,329,105 3,441,881 3,294,562 3,344,280 Average common shares: Basic Diluted 3,283,839 3,282,426 3,289,756 3,289,756 3,283,839 3,282,426 3,289,756 3,289,756 3,282,182 3,282,182 6 BNCCORP, INC. Annual Report 2012 3 4 Provision for credit losses 100 - - - 100 Quarterly Financial Data Interest income Interest expense Net interest income Net interest income after provision for credit losses Non-interest income Non-interest expense Income before income taxes Income tax expense (benefit) NET INCOME Preferred stock costs Net income available to common shareholders First Quarter Second Quarter Fourth Quarter YTD 2012 Third Quarter $ 6,131 $ 5,904 $ 6,095 $ 5,862 $ 23,992 1,486 1,505 1,328 1,202 5,521 4,645 4,399 4,767 4,660 18,471 4,545 4,399 4,767 4,660 18,371 5,697 8,672 10,753 10,021 16,826 12,303 9,662 42,938 8,969 39,965 1,570 5,131 9,290 5,353 21,344 2 101 (5,755) 372 (5,280) $ 1,568 $ 5,030 $ 15,045 $ 4,981 $ 26,624 (358) (362) (369) (373) (1,462) $ 1,210 $ 4,668 $ 14,676 $ 4,608 $ 25,162 Basic earnings per common share Diluted earnings per common share $ $ 0.37 0.37 $ $ 1.42 1.42 $ $ 4.46 4.41 $ $ 1.40 1.34 $ $ 7.64 7.52 Interest income Interest expense Net interest income Provision for credit losses Net interest income after provision for credit losses Non-interest income Non-interest expense Income before income taxes Income tax expense (benefit) First Quarter Second Quarter 2011 Third Quarter Fourth Quarter YTD $ 6,907 $ 6,256 $ 6,199 $ 6,387 $ 25,749 1,747 1,560 1,587 1,378 6,272 5,160 4,696 4,612 5,009 19,477 600 500 275 250 1,625 4,560 4,196 4,337 4,759 17,852 4,036 8,023 4,717 8,262 6,074 8,819 5,410 8,755 20,237 33,859 573 651 1,592 1,414 4,230 - 2 (2) 22 22 NET INCOME $ 573 $ 649 $ 1,594 $ 1,392 $ 4,208 Preferred stock costs Net income available to common shareholders (339) (345) (354) (356) (1,394) $ 234 $ 304 $ 1,240 $ 1,036 $ 2,814 Basic earnings per common share Diluted earnings per common share $ $ 0.07 $ 0.07 $ 0.09 0.09 $ $ 0.38 $ 0.38 $ 0.31 0.31 $ $ 0.86 0.86 Average common shares: Basic Diluted 3,291,907 3,291,907 3,291,569 3,294,562 3,312,205 3,295,247 3,329,105 3,441,881 3,294,562 3,344,280 Average common shares: Basic Diluted 3,283,839 3,282,426 3,289,756 3,289,756 3,283,839 3,282,426 3,289,756 3,289,756 3,282,182 3,282,182 3 4 BNCCORP, INC. Annual Report 2012 7 Business General BNCCORP, INC. (BNCCORP or the Company) is a bank holding company headquartered in Bismarck, North Dakota. It is the parent company of BNC National Bank (the Bank). The Company operates community banking and wealth management businesses in North Dakota, Minnesota and Arizona from 14 locations. The Company also conducts mortgage banking from 12 locations in Arizona, Minnesota, Illinois, Kansas, Nebraska and Missouri. Operating Strategy We are a community bank that focuses on business banking. Our primary strategy is to build value for shareholders by providing relationship-based financial services to small and mid-sized businesses, business owners, their employees and professionals. The key elements of our strategy include: (cid:120) Providing individualized, high-level customer service. A significant portion of our strategic focus centers around our dedication to providing the highest level of customer service and establishing and maintaining long-term relationships. We believe that many of our competitors have emphasized retail banking and financial services for large companies, leaving the small and mid-sized business market underserved. Our consistent focus on the needs of such small and mid-sized businesses, as well as the individuals associated with them, has allowed us to compete effectively in this market segment. (cid:120) Diversification of products and services. We offer a wide variety of traditional and nontraditional financial products and services in order to meet the financial needs of our customer base, establish new relationships in the markets we serve and expand our business opportunities. We also seek to leverage our existing relationships with our banking clients by cross-selling our products and services, as well as offering relationship pricing to those clients who utilize a multitude of our products and services. We will continue to capitalize on the opportunities presented in the mortgage origination arena. (cid:120) Expand opportunistically. Our strategy involves growing our banking businesses within the markets that we serve and expanding into other attractive markets. Our strategy also includes offering a broad array of personal financial products and services to high net worth individuals and senior managers of the businesses with which we have established relationships. Our current strategies include a focus on expansion in North Dakota where we believe the demand for our services is particularly strong due to increased demand generated by the oil and gas and agricultural industries and generally favorable economic conditions. In Arizona, we will continue to grow organically focusing on small businesses and the SBA arena. (cid:120) Managing credit risk. We adhere to a uniform set of credit standards that are designed to ensure proper management of credit risk throughout our organization. Because we centrally administer our loan policies, we have been able to efficiently and continually monitor our loans and the loan review process despite our growth within the markets that we serve and our expansion into new markets. We focus on relationship building to grow loans. (cid:120) Emphasize deposit growth. We emphasize growing low-cost core deposits as a key strategy. Federal depository insurance can offer a strategic advantage to banks because it permits them to attract funds at a low cost. Historically, we have utilized this advantage to attract stable low cost deposits in each of our banking markets. We routinely conduct market surveys to compare our cost of deposits to competitors and attempt to price slightly below market. We believe our commitment to high customer service facilitates this approach. In recent years, we have expanded our mortgage banking operations. The mortgage banking business can be strategically counter cyclical to community banking. For example, low interest rates and government support for the housing industry has provided favorable conditions for mortgage banking and, as a result, it has made significant contributions to earnings in recent periods. The continuation of these recent favorable mortgage banking conditions is subject to uncertainty. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following table summarizes selected income statement data and earnings per share data (in thousands, except SELECTED INCOME STATEMENT DATA Overview per share data): Interest income Interest expense Net interest income Provision for credit losses Non-interest income Non-interest expense Income before income taxes Income tax expense (benefit) Net income Preferred stock costs EARNINGS PER SHARE DATA Basic earnings per common share Diluted earnings per common share The following is an brief overview of recent periods: 2012 2011 $ $ 23,992 5,521 18,471 100 42,938 39,965 21,344 (5,280) 26,624 (1,462) 25,749 6,272 19,477 1,625 20,237 33,859 4,230 22 4,208 (1,394) $ $ 7.64 7.52 $ $ 0.86 0.86 Net income available to common shareholders $ 25,162 $ 2,814 (cid:120) In 2012, the Company was exceptionally profitable. Results from core banking and mortgage banking operations in 2012 were enhanced by a non-recurring legal settlement and a non-recurring income tax (cid:120) Credit quality stabilized in 2012. In 2011, operations were characterized by lower non-performing assets, lower provisions for credit losses, and improved capital ratios at the Bank. (cid:120) Net interest income has been decreasing due to lower interest rates which have reduced the net interest margin. Our total assets have generally been declining since 2009, but this trend was partially reversed in 2012. For more information, see discussion of net interest income that follows in the MD&A. (cid:120) Non-interest income has been significantly impacted by gains on sales of loans and mortgage banking revenues. Decreasing interest rates have also facilitated realized and unrealized gains on investment securities. Non-interest income in 2012 includes $7.5 million of income associated with a settlement with insurance carriers. For more information, see discussion of non-interest income that follows in the benefit. MD&A. (cid:120) Non-interest expense has been significantly impacted by higher volumes in mortgage banking and higher compensation as we have added and rewarded producers. In 2012, professional fees also included a contingent fee of $2.5 million paid to our advisors when insurance litigation was settled. For more information, see discussion of non-interest expense that follows in the MD&A. (cid:120) (cid:120) (cid:120) In 2012, we recorded a significant tax benefit when the valuation allowance related to deferred tax assets was reversed. In future periods, tax expense is expected to be recognized at more normal effective rates. In early 2011, we sold certain loans, other assets and deposits in our Arizona and Minnesota markets to improve regulatory capital. Since then, regulatory capital ratios have steadily improved. In 2011 and 2012, we deferred payments on the Company’s preferred stock and subordinated debentures as contractually permitted. We became current on these obligations in early 2013. 8 BNCCORP, INC. Annual Report 2012 5 6 Business General Missouri. Operating Strategy BNCCORP, INC. (BNCCORP or the Company) is a bank holding company headquartered in Bismarck, North Dakota. It is the parent company of BNC National Bank (the Bank). The Company operates community banking and wealth management businesses in North Dakota, Minnesota and Arizona from 14 locations. The Company also conducts mortgage banking from 12 locations in Arizona, Minnesota, Illinois, Kansas, Nebraska and We are a community bank that focuses on business banking. Our primary strategy is to build value for shareholders by providing relationship-based financial services to small and mid-sized businesses, business owners, their employees and professionals. The key elements of our strategy include: (cid:120) Providing individualized, high-level customer service. A significant portion of our strategic focus centers around our dedication to providing the highest level of customer service and establishing and maintaining long-term relationships. We believe that many of our competitors have emphasized retail banking and financial services for large companies, leaving the small and mid-sized business market underserved. Our consistent focus on the needs of such small and mid-sized businesses, as well as the individuals associated with them, has allowed us to compete effectively in this market segment. (cid:120) Diversification of products and services. We offer a wide variety of traditional and nontraditional financial products and services in order to meet the financial needs of our customer base, establish new relationships in the markets we serve and expand our business opportunities. We also seek to leverage our existing relationships with our banking clients by cross-selling our products and services, as well as offering relationship pricing to those clients who utilize a multitude of our products and services. We will continue to capitalize on the opportunities presented in the mortgage origination arena. (cid:120) Expand opportunistically. Our strategy involves growing our banking businesses within the markets that we serve and expanding into other attractive markets. Our strategy also includes offering a broad array of personal financial products and services to high net worth individuals and senior managers of the businesses with which we have established relationships. Our current strategies include a focus on expansion in North Dakota where we believe the demand for our services is particularly strong due to increased demand generated by the oil and gas and agricultural industries and generally favorable economic conditions. In Arizona, we will continue to grow organically focusing on small businesses and the SBA arena. (cid:120) Managing credit risk. We adhere to a uniform set of credit standards that are designed to ensure proper management of credit risk throughout our organization. Because we centrally administer our loan policies, we have been able to efficiently and continually monitor our loans and the loan review process despite our growth within the markets that we serve and our expansion into new markets. We focus on relationship building to grow loans. (cid:120) Emphasize deposit growth. We emphasize growing low-cost core deposits as a key strategy. Federal depository insurance can offer a strategic advantage to banks because it permits them to attract funds at a low cost. Historically, we have utilized this advantage to attract stable low cost deposits in each of our banking markets. We routinely conduct market surveys to compare our cost of deposits to competitors and attempt to price slightly below market. We believe our commitment to high customer service facilitates this approach. In recent years, we have expanded our mortgage banking operations. The mortgage banking business can be strategically counter cyclical to community banking. For example, low interest rates and government support for the housing industry has provided favorable conditions for mortgage banking and, as a result, it has made significant contributions to earnings in recent periods. The continuation of these recent favorable mortgage banking conditions is subject to uncertainty. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview The following table summarizes selected income statement data and earnings per share data (in thousands, except per share data): SELECTED INCOME STATEMENT DATA Interest income Interest expense Net interest income Provision for credit losses Non-interest income Non-interest expense Income before income taxes Income tax expense (benefit) Net income Preferred stock costs $ 2012 2011 23,992 5,521 18,471 100 42,938 39,965 21,344 (5,280) 26,624 (1,462) $ 25,749 6,272 19,477 1,625 20,237 33,859 4,230 22 4,208 (1,394) Net income available to common shareholders $ 25,162 $ 2,814 EARNINGS PER SHARE DATA Basic earnings per common share Diluted earnings per common share The following is an brief overview of recent periods: $ $ 7.64 7.52 $ $ 0.86 0.86 (cid:120) In 2012, the Company was exceptionally profitable. Results from core banking and mortgage banking operations in 2012 were enhanced by a non-recurring legal settlement and a non-recurring income tax benefit. (cid:120) Credit quality stabilized in 2012. In 2011, operations were characterized by lower non-performing assets, lower provisions for credit losses, and improved capital ratios at the Bank. (cid:120) Net interest income has been decreasing due to lower interest rates which have reduced the net interest margin. Our total assets have generally been declining since 2009, but this trend was partially reversed in 2012. For more information, see discussion of net interest income that follows in the MD&A. (cid:120) Non-interest income has been significantly impacted by gains on sales of loans and mortgage banking revenues. Decreasing interest rates have also facilitated realized and unrealized gains on investment securities. Non-interest income in 2012 includes $7.5 million of income associated with a settlement with insurance carriers. For more information, see discussion of non-interest income that follows in the MD&A. (cid:120) (cid:120) Non-interest expense has been significantly impacted by higher volumes in mortgage banking and higher compensation as we have added and rewarded producers. In 2012, professional fees also included a contingent fee of $2.5 million paid to our advisors when insurance litigation was settled. For more information, see discussion of non-interest expense that follows in the MD&A. In 2012, we recorded a significant tax benefit when the valuation allowance related to deferred tax assets was reversed. In future periods, tax expense is expected to be recognized at more normal effective rates. In early 2011, we sold certain loans, other assets and deposits in our Arizona and Minnesota markets to improve regulatory capital. Since then, regulatory capital ratios have steadily improved. In 2011 and 2012, we deferred payments on the Company’s preferred stock and subordinated debentures as contractually permitted. We became current on these obligations in early 2013. (cid:120) (cid:120) 5 6 BNCCORP, INC. Annual Report 2012 9 In recent years, the ratio of our common stockholders’ equity to total assets has been low and the leverage at the holding company has been relatively high. In 2012, earnings have increased common equity, but management continues to assess the Company’s capital structure. Net income in 2012 was $26.624 million, or $7.52 per diluted share, compared to net income of $4.208 million, or General $0.86 per diluted share in 2011. Net Interest Income Assets Taxable investments Tax-exempt investments Participating interests in mortgage loans Loans held for sale-mortgage banking Loans and leases held for investment Allowance for credit losses Non-interest-earning assets: Cash and due from banks Other Total assets Liabilities and Stockholders’ Equity Deposits: Interest checking and money market accounts Savings Certificates of deposit: Under $100,000 $100,000 and over Borrowings: FHLB advances Other borrowings The following table sets forth information relating to our average balance sheet information, yields on interest- earning assets and costs on interest-bearing liabilities (dollars are in thousands): Federal funds sold/interest-bearing due from $ 35,172 $ 80 0.23% $ 63,570 $ 161 0.25% $ 47,470 $ 111 For the Year ended December 31, For the Year ended December 31, For the Year ended December 31, 2012 2011 2010 Interest Average Interest Average Interest Average Average balance earned yield or Average or owed cost balance earned or owed yield or Average earned yield or cost balance or owed cost 241,923 6,195 2.56% 204,463 7,606 31,096 967 3.11% 9,123 331 - - 0.00% 1,101 45 66,288 2,263 3.41% 33,317 1,342 284,507 14,487 5.09% 328,091 16,264 3.72% 3.63% 4.09% 4.03% 4.96% 167,572 8,631 2,111 93 20,144 665 29,039 1,263 478,492 22,747 (10,560) - - (12,754) - - (17,201) - 11,155 51,597 $ 711,178 8,997 53,360 $ 689,268 9,929 53,146 $ 790,702 Total interest-earning assets 648,426 23,992 3.70% 626,911 25,749 4.11% 727,627 33,510 4.61% $ 271,089 645 0.24% $ 253,054 940 0.37% $ 282,880 1,729 15,549 16 0.10% 12,655 13 0.10% 11,156 11 Total interest-bearing deposits 479,647 3,857 0.80% 476,395 4,773 1.00% 580,155 8,808 127,446 2,368 1.86% 139,254 65,563 828 1.26% 71,432 2,812 1,008 2.02% 186,978 5,426 1.41% 99,141 1,642 Short-term borrowings 13,329 70 0.53% 15,583 132 0.85% 11,163 73 203 1 0.49% 11 - 0.00% 2,899 112 - - 0.00% - - 0.00% 10 1 10.00% Subordinated debentures 22,428 1,593 7.10% 23,437 1,367 5.83% 23,491 1,244 Total interest-bearing liabilities 515,607 5,521 1.07% 515,426 6,272 1.22% 617,718 10,238 Non-interest-bearing demand accounts 125,367 - 0.00% 124,208 - 0.00% 117,459 - Total deposits and interest-bearing liabilities Other non-interest-bearing liabilities Total liabilities Stockholders’ equity Total liabilities and stockholders’ 640,974 16,636 657,610 53,568 equity Net interest income Net interest spread Net interest margin $ 711,178 $ 689,268 $ 790,702 $ 18,471 $ 19,477 $ 23,272 2.63% 2.85% 2.89% 3.11% 2.95% 3.20% Ratio of average interest-earning assets to average interest-bearing liabilities 125.76% 121.63% 117.79% 639,634 11,201 650,835 38,433 735,177 9,272 744,449 46,253 0.23% 5.15% 4.41% 3.30% 4.35% 4.75% - 0.61% 0.10% 2.90% 1.66% 1.52% 0.65% 3.86% 5.30% 1.66% 0.00% 10 BNCCORP, INC. Annual Report 2012 7 8 In recent years, the ratio of our common stockholders’ equity to total assets has been low and the leverage at the holding company has been relatively high. In 2012, earnings have increased common equity, but management continues to assess the Company’s capital structure. General Net income in 2012 was $26.624 million, or $7.52 per diluted share, compared to net income of $4.208 million, or $0.86 per diluted share in 2011. Net Interest Income The following table sets forth information relating to our average balance sheet information, yields on interest- earning assets and costs on interest-bearing liabilities (dollars are in thousands): For the Year ended December 31, 2012 Interest Average earned or owed Average balance yield or cost For the Year ended December 31, 2011 Interest earned or owed Average balance Average yield or cost For the Year ended December 31, 2010 Interest Average yield or earned cost or owed Average balance Assets Federal funds sold/interest-bearing due from $ Taxable investments Tax-exempt investments Participating interests in mortgage loans Loans held for sale-mortgage banking Loans and leases held for investment Allowance for credit losses Total interest-earning assets Non-interest-earning assets: Cash and due from banks Other Total assets Liabilities and Stockholders’ Equity Deposits: Interest checking and money market accounts Savings Certificates of deposit: Under $100,000 $100,000 and over Total interest-bearing deposits Borrowings: Short-term borrowings FHLB advances Other borrowings Subordinated debentures Total interest-bearing liabilities Non-interest-bearing demand accounts Total deposits and interest-bearing liabilities Other non-interest-bearing liabilities Total liabilities Stockholders’ equity Total liabilities and stockholders’ equity Net interest income Net interest spread Net interest margin 35,172 $ 80 6,195 241,923 967 31,096 - - 2,263 66,288 14,487 284,507 - (10,560) 23,992 648,426 0.23% $ 2.56% 3.11% 0.00% 3.41% 5.09% - 3.70% 63,570 $ 161 7,606 204,463 331 9,123 45 1,101 1,342 33,317 16,264 328,091 - (12,754) 25,749 626,911 0.25% $ 3.72% 3.63% 4.09% 4.03% 4.96% 47,470 $ 111 8,631 167,572 93 2,111 665 20,144 1,263 29,039 22,747 478,492 - (17,201) - 33,510 727,627 4.11% 0.23% 5.15% 4.41% 3.30% 4.35% 4.75% - 4.61% 11,155 51,597 711,178 $ 8,997 53,360 689,268 $ 9,929 53,146 790,702 $ $ 271,089 15,549 645 16 0.24% $ 0.10% 253,054 12,655 940 13 0.37% $ 0.10% 282,880 11,156 1,729 11 0.61% 0.10% 2,368 127,446 65,563 828 3,857 479,647 1.86% 1.26% 0.80% 139,254 71,432 476,395 2,812 1,008 4,773 2.02% 1.41% 1.00% 5,426 186,978 99,141 1,642 8,808 580,155 2.90% 1.66% 1.52% 70 13,329 1 203 - - 22,428 1,593 5,521 515,607 - 125,367 0.53% 0.49% 0.00% 7.10% 1.07% 0.00% 640,974 16,636 657,610 53,568 15,583 11 - 23,437 515,426 124,208 639,634 11,201 650,835 38,433 132 - - 1,367 6,272 - 0.85% 0.00% 0.00% 5.83% 1.22% 0.00% 73 11,163 112 2,899 10 1 23,491 1,244 10,238 617,718 - 117,459 0.65% 3.86% 10.00% 5.30% 1.66% 0.00% 735,177 9,272 744,449 46,253 $ 711,178 $ 689,268 $ 790,702 $ 18,471 $ 19,477 $ 23,272 2.63% 2.85% 2.89% 3.11% 2.95% 3.20% Ratio of average interest-earning assets to average interest-bearing liabilities 125.76% 121.63% 117.79% 7 8 BNCCORP, INC. Annual Report 2012 11 The following table allocates changes in our interest income and interest expense between the changes related to volume and rates (in thousands): For the Years Ended December 31, For the Years Ended December 31, 2012 Compared to 2011 2011 Compared to 2010 Change Due to Change Due to Volume Rate Total Volume Rate Total impacted by the low rate environment. Non-interest Income Interest Earned on Interest- Earning Assets Federal funds sold/interest- bearing due from Taxable investments Tax-exempt investments Participating interests in mortgage loans Loans held for sale- mortgage banking Loans held for investment Total increase (decrease) in $ (66) 1,233 690 $ (15) (2,644) (54) $ (81) (1,411) 636 $ 40 1,667 257 $ 10 (2,692) (19) $ 50 (1,025) 238 (23) (23) (46) (748) 128 (620) 1,153 (2,208) (232) 432 921 (1,776) 177 (7,419) (98) 936 79 (6,483) interest income 779 (2,536) (1,757) (6,026) (1,735) (7,761) Interest Expense on Interest- Bearing Liabilities Interest checking and money market accounts Savings Certificates of Deposit: Under $100,000 $100,000 and over Short-term borrowings FHLB advances Other borrowings Subordinated debentures Total increase (decrease) in interest expense Increase (decrease) in net interest 63 3 (358) - (295) 3 (167) 2 (622) - (789) 2 (229) (79) (17) - - - (215) (101) (45) 1 - 226 (444) (180) (62) 1 - 226 (1,193) (415) 34 (56) - (3) (1,421) (219) 25 (56) (1) 126 (2,614) (634) 59 (112) (1) 123 (259) (492) (751) (1,798) (2,168) (3,966) income $ 1,038 $ (2,044) $ (1,006) $ (4,228) $ 433 $ (3,795) Net interest income was $18.471 million in 2012 compared to $19.477 million in 2011, a decrease of $1.006 million or 5.2%. The net interest margin decreased to 2.85% for the year ended December 31, 2012 from 3.11% in 2011. In 2012, net interest income was lower as the impact of lower interest rates more than offset the impact of higher balances of assets and liabilities. Interest expense in 2012 included $546 thousand of costs incurred when we exercised call options on $60 million of brokered deposits to replace them with lower cost deposits. Our ability to lower our cost of funds in the future may be limited because interest rates are currently historically low. In 2012, earning assets increased as loans held for sale in mortgage banking operations and investments available for sale increased when we deployed funds from new deposits and liquidity built in prior periods. As 2012 progressed, we increased commercial lending, particularly in North Dakota. Net interest income was $19.477 million in 2011 compared to $23.272 million in 2010, a decrease of $3.795 million or 16.3%. The net interest margin decreased to 3.11% for the year ended December 31, 2011, from 3.20% in 2010. 9 12 BNCCORP, INC. Annual Report 2012 In 2011, lower balances of assets and liabilities combined to reduce net interest income. Earning assets and interest bearing liabilities decreased in 2011 due to the sale of loans described in Note 3 of our Consolidated Financial Statements. We also stopped buying participating interests. Investments increased as we deployed liquidity built up in prior periods. In 2011, we were able to reduce interest expense more than interest income was The following table presents the major categories of our non-interest income (dollars are in thousands): Bank charges and service fees Wealth management revenues Mortgage banking revenues Gains on sales of loans, net Gains on sales of securities, net Insurance claim settlement Other For the Years Ended December 31, 2012 – 2011 2012 2011 $ % Increase ( Decrease) $ 2,492 $ 2,218 $ 274 12 % (a) 1,204 29,658 1,110 279 7,500 695 1,282 11,285 1,427 2,830 (78) (6) % 18,373 163 % (b) (317) (22) % (c) (2,551) (90) % (d) - 7,500 100 % (e) 1,195 (500) (42) % (f) Total non-interest income $ 42,938 $ 20,237 $ 22,701 112 % (a) Bank charges and service fees increased in 2012 primarily due to growth in new accounts. (b) Mortgage banking revenues have been significant in recent years due to low interest rates and governmental support for the housing market. In the near term, we expect mortgage banking revenues to be elevated. Over the longer term, mortgage banking revenues may not be sustained at current levels as interest rates will inevitably rise. (c) In recent years, we have been selling SBA loans at gains as the secondary market is currently acquisitive and the loans can be sold for attractive prices. While sales of loans can vary significantly, we currently anticipate sales of SBA loans to continue for the foreseeable future. (d) Gains on sales of securities, net vary depending on the nature and volume of transactions. (e) In 2012, we recognized $7.5 million of revenue associated with settlement of our claims against insurers related to a fraud that was perpetrated upon us during 2010. (f) In 2011, we received a distribution of $300 thousand from an investment in a SBIC fund. 10 The following table allocates changes in our interest income and interest expense between the changes related to volume and rates (in thousands): For the Years Ended December 31, For the Years Ended December 31, 2012 Compared to 2011 2011 Compared to 2010 Change Due to Change Due to Volume Rate Total Volume Rate Total Interest Earned on Interest- Earning Assets Federal funds sold/interest- Taxable investments Tax-exempt investments Participating interests in mortgage loans Loans held for sale- mortgage Total increase (decrease) in Interest Expense on Interest- Bearing Liabilities Interest checking and money market accounts Savings Certificates of Deposit: Under $100,000 $100,000 and over Short-term borrowings FHLB advances Other borrowings Total increase (decrease) in interest expense Increase (decrease) in net interest bearing due from $ (66) $ (15) $ (81) $ 40 $ 10 $ 50 1,233 690 (2,644) (54) (1,411) 1,667 636 257 (2,692) (19) (1,025) 238 (23) (23) (46) (748) 128 (620) banking 1,153 (232) 921 177 (98) 79 Loans held for investment (2,208) 432 (1,776) (7,419) 936 (6,483) interest income 779 (2,536) (1,757) (6,026) (1,735) (7,761) 63 3 (229) (79) (17) - - (358) (295) (167) (622) (789) - 3 2 - 2 (215) (101) (444) (1,193) (180) (415) (1,421) (219) (2,614) (634) (45) (62) 34 25 59 1 1 (56) - - - (56) (1) (112) (1) Subordinated debentures - 226 226 (3) 126 123 (259) (492) (751) (1,798) (2,168) (3,966) income $ 1,038 $ (2,044) $ (1,006) $ (4,228) $ 433 $ (3,795) Net interest income was $18.471 million in 2012 compared to $19.477 million in 2011, a decrease of $1.006 million or 5.2%. The net interest margin decreased to 2.85% for the year ended December 31, 2012 from 3.11% in 2011. In 2012, net interest income was lower as the impact of lower interest rates more than offset the impact of higher balances of assets and liabilities. Interest expense in 2012 included $546 thousand of costs incurred when we exercised call options on $60 million of brokered deposits to replace them with lower cost deposits. Our ability to lower our cost of funds in the future may be limited because interest rates are currently historically low. In 2012, earning assets increased as loans held for sale in mortgage banking operations and investments available for sale increased when we deployed funds from new deposits and liquidity built in prior periods. As 2012 progressed, we increased commercial lending, particularly in North Dakota. Net interest income was $19.477 million in 2011 compared to $23.272 million in 2010, a decrease of $3.795 million or 16.3%. The net interest margin decreased to 3.11% for the year ended December 31, 2011, from 3.20% in 2010. 9 In 2011, lower balances of assets and liabilities combined to reduce net interest income. Earning assets and interest bearing liabilities decreased in 2011 due to the sale of loans described in Note 3 of our Consolidated Financial Statements. We also stopped buying participating interests. Investments increased as we deployed liquidity built up in prior periods. In 2011, we were able to reduce interest expense more than interest income was impacted by the low rate environment. Non-interest Income The following table presents the major categories of our non-interest income (dollars are in thousands): Bank charges and service fees Wealth management revenues Mortgage banking revenues Gains on sales of loans, net Gains on sales of securities, net Insurance claim settlement Other Total non-interest income For the Years Ended December 31, Increase ( Decrease) 2012 – 2011 2012 2011 $ % $ $ 2,492 1,204 29,658 1,110 279 7,500 695 42,938 $ $ 2,218 1,282 11,285 1,427 2,830 - 1,195 20,237 $ 274 (78) 18,373 (317) (2,551) 7,500 (500) $ 22,701 12 % (a) (6) % 163 % (b) (22) % (c) (90) % (d) 100 % (e) (42) % (f) 112 % (a) Bank charges and service fees increased in 2012 primarily due to growth in new accounts. (b) Mortgage banking revenues have been significant in recent years due to low interest rates and governmental support for the housing market. In the near term, we expect mortgage banking revenues to be elevated. Over the longer term, mortgage banking revenues may not be sustained at current levels as interest rates will inevitably rise. In recent years, we have been selling SBA loans at gains as the secondary market is currently acquisitive and the loans can be sold for attractive prices. While sales of loans can vary significantly, we currently anticipate sales of SBA loans to continue for the foreseeable future. (c) (d) Gains on sales of securities, net vary depending on the nature and volume of transactions. (e) In 2012, we recognized $7.5 million of revenue associated with settlement of our claims against insurers related to a fraud that was perpetrated upon us during 2010. In 2011, we received a distribution of $300 thousand from an investment in a SBIC fund. (f) BNCCORP, INC. Annual Report 2012 13 10 Non-interest Expense The following table presents the major categories of our non-interest expense (dollars are in thousands): Financial Condition Assets Salaries and employee benefits Professional services Data processing fees Marketing and promotion Occupancy Regulatory costs Depreciation and amortization Office supplies and postage Other real estate costs Other Total non-interest expense Efficiency ratio For the Years Ended December 31, 2012 2011 Increase (Decrease) 2012– 2011 $ % $ 17,040 7,165 2,859 2,089 1,935 1,213 1,120 684 2,038 3,822 $ 39,965 65.08% $ 14,972 4,307 2,673 1,559 2,028 1,742 1,172 590 2,295 2,521 $ 33,859 85.26% $ $ 2,068 2,858 186 530 (93) (529) (52) 94 (257) 1,301 6,106 (20.18)% 14 % (a) 66 % (b) 7 % 34 % (c) (5) % (30) % (d) (4) % 16 % (11) % (e) 52 % (f) 18 % (a) Compensation costs have increased due to higher volume in mortgage banking, additional mortgage banking and banking professionals and incentives accrued for producers. Wages in the North Dakota market are impacted by competitive pressures. (b) Professional services have been elevated due to the costs incurred to investigate and litigate the fraud loss discussed in Note 4 of our Consolidated Financial Statements. In 2012, professional fees include $2.5 million of contingent fees paid when insurance litigation was settled. Higher volumes in mortgage banking operations also impacted professional fees. In 2012, marketing and promotion costs increased in our mortgage banking operations. (c) (d) Regulatory costs related to FDIC insurance decreased due to lower deposit balances after the divestiture discussed in Note 3 of our Consolidated Financial Statements. (e) Other real estate costs will vary depending on the level of foreclosed assets and valuation allowances recorded to reduce the carrying value of foreclosed properties. (f) Other expenses increased due to increases in the cost of carrying insurance and a non-recurring write off previously deferred costs associated with a capital offering. Income Tax Expense (Benefit) The Company has recognized a tax benefit of $5.280 million in 2012, resulting primarily from the reversal of virtually all of our valuation allowance on deferred tax assets. The valuation allowance was reversed because we had achieved several consecutive profitable periods and the likelihood that future pre-tax earnings will utilize the remaining deferred tax assets. The tax benefit recorded by reversing the valuation allowance was reduced by estimated income tax expense related to 2012 earnings. Tax expense was $22 thousand in 2011. The following table presents our assets by category (dollars are in thousands): As of December 31, 2012 2011 Increase (Decrease) 2012 – 2011 $ % Cash and cash equivalents $ 40,790 $ 19,296 $ 21,494 111 % (a) Investment securities available for sale 300,549 242,630 57,919 24 % (b) Federal Reserve Bank and Federal Home Loan Bank of Des Moines stock Loans held for sale-mortgage banking Loans and leases held for investment, net Other real estate, net Premises and equipment, net Interest receivable Other assets Total assets 2,601 95,095 279,378 5,131 15,932 2,590 28,710 2,750 68,622 282,581 10,145 16,035 2,411 20,688 (149) (5) % (c) 26,473 39 % (d) (3,203) (1) % (e) (5,014) (49) % (f) (103) (1) % 179 7 % 8,022 39 % (g) $ 770,776 $ 665,158 $ 105,618 16 % (a) Cash balances can vary significantly on a daily basis, but we tend to favor higher liquidity. Investments have increased as we have been emphasizing liquidity in recent years. Investments in these stocks are mandated by third parties. (b) (c) (d) Mortgage banking loans held for sale have increased due to higher volume of originations in these operations. (e) In recent years, loans held for investment have decreased as we have attempted to manage credit risk by reducing exposure. In later 2012, we began to re-emphasize commercial lending, particularly in North Dakota. (f) Other real estate decreased as reducing problem assets has been an area of focus in recent years. See Note 10 of our Consolidated (g) Other assets have increased due to the balances of derivatives related to our mortgage banking operations. See Note 18 of our Financial Statements. Consolidated Financial Statements. 14 BNCCORP, INC. Annual Report 2012 11 12 Non-interest Expense The following table presents the major categories of our non-interest expense (dollars are in thousands): Financial Condition Assets Increase (Decrease) The following table presents our assets by category (dollars are in thousands): For the Years Ended December 31, 2012– 2011 2012 2011 $ % Salaries and employee benefits $ 17,040 $ 14,972 $ 2,068 14 % (a) Professional services Data processing fees Marketing and promotion Occupancy Regulatory costs Depreciation and amortization Office supplies and postage Other real estate costs Other 7,165 2,859 2,089 1,935 1,213 1,120 684 2,038 3,822 4,307 2,673 1,559 2,028 1,742 1,172 590 2,295 2,521 2,858 66 % (b) 186 7 % 530 34 % (c) (93) (5) % (529) (30) % (d) (52) (4) % 94 16 % (257) (11) % (e) 1,301 52 % (f) Total non-interest expense $ 39,965 $ 33,859 $ 6,106 18 % Efficiency ratio 65.08% 85.26% (20.18)% (a) Compensation costs have increased due to higher volume in mortgage banking, additional mortgage banking and banking professionals and incentives accrued for producers. Wages in the North Dakota market are impacted by competitive pressures. (b) Professional services have been elevated due to the costs incurred to investigate and litigate the fraud loss discussed in Note 4 of our Consolidated Financial Statements. In 2012, professional fees include $2.5 million of contingent fees paid when insurance litigation was settled. Higher volumes in mortgage banking operations also impacted professional fees. (c) In 2012, marketing and promotion costs increased in our mortgage banking operations. (d) Regulatory costs related to FDIC insurance decreased due to lower deposit balances after the divestiture discussed in Note 3 of (e) Other real estate costs will vary depending on the level of foreclosed assets and valuation allowances recorded to reduce the (f) Other expenses increased due to increases in the cost of carrying insurance and a non-recurring write off previously deferred our Consolidated Financial Statements. carrying value of foreclosed properties. costs associated with a capital offering. Income Tax Expense (Benefit) The Company has recognized a tax benefit of $5.280 million in 2012, resulting primarily from the reversal of virtually all of our valuation allowance on deferred tax assets. The valuation allowance was reversed because we had achieved several consecutive profitable periods and the likelihood that future pre-tax earnings will utilize the remaining deferred tax assets. The tax benefit recorded by reversing the valuation allowance was reduced by estimated income tax expense related to 2012 earnings. Tax expense was $22 thousand in 2011. As of December 31, 2012 2011 Increase (Decrease) 2012 – 2011 $ % Cash and cash equivalents $ 40,790 $ 19,296 $ 21,494 111 % (a) Investment securities available for sale 300,549 242,630 57,919 24 % (b) Federal Reserve Bank and Federal Home Loan Bank of Des Moines stock Loans held for sale-mortgage banking Loans and leases held for investment, net Other real estate, net Premises and equipment, net Interest receivable Other assets Total assets 2,601 95,095 279,378 5,131 15,932 2,590 28,710 2,750 68,622 282,581 10,145 16,035 2,411 20,688 (149) (5) % (c) 26,473 39 % (d) (3,203) (1) % (e) (5,014) (49) % (f) (103) (1) % 179 7 % 8,022 39 % (g) $ 770,776 $ 665,158 $ 105,618 16 % (a) Cash balances can vary significantly on a daily basis, but we tend to favor higher liquidity. Investments have increased as we have been emphasizing liquidity in recent years. (b) (c) Investments in these stocks are mandated by third parties. (d) Mortgage banking loans held for sale have increased due to higher volume of originations in these operations. (e) In recent years, loans held for investment have decreased as we have attempted to manage credit risk by reducing exposure. In later 2012, we began to re-emphasize commercial lending, particularly in North Dakota. (f) Other real estate decreased as reducing problem assets has been an area of focus in recent years. See Note 10 of our Consolidated Financial Statements. (g) Other assets have increased due to the balances of derivatives related to our mortgage banking operations. See Note 18 of our Consolidated Financial Statements. 11 12 BNCCORP, INC. Annual Report 2012 15 Investment Securities Available for Sale The following table presents the composition of the available-for-sale investment portfolio (in thousands): December 31, 2012 2011 Amortized cost Estimated fair market value Amortized cost Estimated fair market value $ 60,673 $ 63,587 $ 57,912 $ 59,300 20,727 20,608 6,004 6,171 13,498 13,554 - - 122,404 123,015 127,551 127,547 36,167 36,411 4,656 35,944 4,803 38,571 13,169 11,179 22,670 13,321 11,487 24,804 U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities issued by FNMA U.S. government agency small business administration pools guaranteed by SBA Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA or FHLMC Other collateralized mortgage obligations State and municipal bonds Total investments $ 294,069 $ 300,549 $ 238,485 $ 242,630 There were no securities that management concluded were other-than-temporarily impaired during 2012 or 2011. See Note 6 of our Consolidated Financial Statements. (1) Yields include adjustments for tax-exempt income. (2) Based on amortized cost rather than fair value. The following table presents contractual maturities for securities available for sale and yields thereon at December 31, 2012 (dollars are in thousands): Within 1 year within 5 years within 10 years After 10 years Total Amount Yield (1) Amount Yield (1) Amount Yield (1) Amount Yield (1) Amount Yield (1) After 1 but After 5 but U.S. government agency mortgage-backed securities guaranteed by GNMA(2) (3) U.S. government agency mortgage-backed securities issued by FNMA(2) (3) U.S. government agency small business administration pools guaranteed by SBA(2) (3) Collateralized mortgage obligations guaranteed by GNMA/VA(2) (3) Collateralized mortgage obligations issued by FNMA or FHLMC(2) (3) Other collateralized mortgage obligations(2) (3) State and municipal bonds(2) Total book value of investment Unrealized gain on securities available for sale Total investment in securities available for sale $ - 0.00% $ 141 6.56% $ 30 8.53% $ 60,502 2.38% $ 60,673 2.39% - 0.00% 0.00% 0.00% 20,727 2.10% 20,727 2.10% - 0.00% 0.00% 0.00% 13,498 2.34% 13,498 2.34% - 0.00% 0.00% 10,525 1.46% 111,879 1.90% 122,404 1.86% - - - 0.00% 0.00% 554 6.15% 35,614 1.17% 36,168 1.25% - 0.00% 0.00% - 0.00% 4,656 5.70% 4,656 5.70% - 0.00% - 0.00% 2,108 8.05% 33,835 4.57% 35,943 4.77% - - - - - securities $ - 0.00% $ 141 0.00% $ 13,217 $ 280,711 $ 294,069 2.35% 6,480 $ 300,549 2.30% (3) Maturities of mortgage-backed securities and collateralized obligations are based on contractual maturities. Actual maturities may vary because obligors may have the right to call or prepay obligations with or without call or prepayment penalties. As of December 31, 2012, we had $300.5 million of available-for-sale securities in the investment portfolio compared to $242.6 million at December 31, 2011. In 2012, investment securities increased as we have deployed funds from new deposits and emphasized liquidity. Net unrealized gains increased as of December 31, 2012 as compared to December 31, 2011 due to the decline in market interest rates and shorter remaining lives of investments. In 2011, investment securities increased as cash balances built up in prior periods was invested in order to increase income from earning assets. Net unrealized gains increased as of December 31, 2011 as compared to December 31, 2010 due to the general decline in market interest rates. During 2011, we realized $2.830 million of net gains on sales of securities. While these gains can vary from period to period, we capitalized on conditions that had been increasing the value of mortgage based investment portfolios. At December 31, 2012, we held no securities, other than U.S. Government Agency mortgage-backed securities and collateralized mortgage obligations, that exceeded 10% of stockholders’ equity. A portion of our investment securities portfolio was pledged as collateral. See Note 6 of our Consolidated Financial Statements for more information about investment securities. Federal Reserve Bank and Federal Home Loan Bank of Des Moines Stock Our equity securities consisted of $1.8 million of Federal Reserve Bank (“FRB”) stock as of December 31, 2012 and 2011, and $795 thousand and $1.0 million of FHLB of Des Moines stock as of December 31, 2012 and 2011, respectively. 16 BNCCORP, INC. Annual Report 2012 13 14 Investment Securities Available for Sale The following table presents the composition of the available-for-sale investment portfolio (in thousands): December 31, 2012 Estimated Amortized fair market Amortized cost value cost 2011 Estimated fair market value $ 60,673 $ 63,587 $ 57,912 $ 59,300 20,727 20,608 6,004 6,171 13,498 13,554 - - 122,404 123,015 127,551 127,547 36,167 36,411 4,656 35,944 4,803 38,571 13,169 11,179 22,670 13,321 11,487 24,804 U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities issued by FNMA U.S. government agency small business administration pools guaranteed by SBA Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA Other collateralized mortgage or FHLMC obligations State and municipal bonds Total investments $ 294,069 $ 300,549 $ 238,485 $ 242,630 There were no securities that management concluded were other-than-temporarily impaired during 2012 or 2011. See Note 6 of our Consolidated Financial Statements. The following table presents contractual maturities for securities available for sale and yields thereon at December 31, 2012 (dollars are in thousands): After 5 but within 10 years within 5 years Amount Yield (1) Amount Yield (1) Amount Yield (1) Within 1 year After 1 but After 10 years Amount Yield (1) Total Amount Yield (1) U.S. government agency mortgage-backed securities guaranteed by GNMA(2) (3) U.S. government agency mortgage-backed securities issued by FNMA(2) (3) U.S. government agency small business administration pools guaranteed by SBA(2) (3) Collateralized mortgage obligations guaranteed by GNMA/VA(2) (3) Collateralized mortgage obligations issued by FNMA or FHLMC(2) (3) Other collateralized mortgage obligations(2) (3) State and municipal bonds(2) Total book value of investment $ - 0.00% $ 141 6.56% $ 30 8.53% $ 60,502 2.38% $ 60,673 2.39% - 0.00% - 0.00% - 0.00% - 0.00% - 0.00% - - - - - 0.00% 0.00% - - 0.00% 20,727 2.10% 20,727 2.10% 0.00% 13,498 2.34% 13,498 2.34% 0.00% 10,525 1.46% 111,879 1.90% 122,404 1.86% 0.00% 554 6.15% 35,614 1.17% 36,168 1.25% 0.00% - 0.00% 4,656 5.70% 4,656 5.70% - 0.00% - 0.00% 2,108 8.05% 33,835 4.57% 35,943 4.77% securities $ - 0.00% $ 141 0.00% $ 13,217 $ 280,711 $ 294,069 2.35% Unrealized gain on securities available for sale Total investment in securities available for sale 6,480 $ 300,549 2.30% (1) Yields include adjustments for tax-exempt income. (2) Based on amortized cost rather than fair value. (3) Maturities of mortgage-backed securities and collateralized obligations are based on contractual maturities. Actual maturities may vary because obligors may have the right to call or prepay obligations with or without call or prepayment penalties. As of December 31, 2012, we had $300.5 million of available-for-sale securities in the investment portfolio compared to $242.6 million at December 31, 2011. In 2012, investment securities increased as we have deployed funds from new deposits and emphasized liquidity. Net unrealized gains increased as of December 31, 2012 as compared to December 31, 2011 due to the decline in market interest rates and shorter remaining lives of investments. In 2011, investment securities increased as cash balances built up in prior periods was invested in order to increase income from earning assets. Net unrealized gains increased as of December 31, 2011 as compared to December 31, 2010 due to the general decline in market interest rates. During 2011, we realized $2.830 million of net gains on sales of securities. While these gains can vary from period to period, we capitalized on conditions that had been increasing the value of mortgage based investment portfolios. At December 31, 2012, we held no securities, other than U.S. Government Agency mortgage-backed securities and collateralized mortgage obligations, that exceeded 10% of stockholders’ equity. A portion of our investment securities portfolio was pledged as collateral. See Note 6 of our Consolidated Financial Statements for more information about investment securities. Federal Reserve Bank and Federal Home Loan Bank of Des Moines Stock Our equity securities consisted of $1.8 million of Federal Reserve Bank (“FRB”) stock as of December 31, 2012 and 2011, and $795 thousand and $1.0 million of FHLB of Des Moines stock as of December 31, 2012 and 2011, respectively. 13 14 BNCCORP, INC. Annual Report 2012 17 Loan Participations Pursuant to our lending policy, loans may not exceed 85% of the Bank’s legal lending limit (except to the extent collateralized by U.S. Treasury securities or Bank deposits and, accordingly, excluded from the Bank’s legal lending limit) unless the Chief Credit Officer and the Executive Credit Committee grant prior approval. To accommodate customers whose financing needs exceed lending limits and internal loan concentration limits, the Bank sells loan participations to outside participants without recourse. Loan participations sold on a nonrecourse basis to outside financial institutions were as follows as of December 2012 2011 2010 2009 2008 $ 218,068 220,177 259,939 330,204 315,469 Concentrations of Credit The following table summarizes the location of our borrowers as of December 31 (dollars are in thousands): North Dakota Minnesota Arizona Other Total gross loans 2012 2011 $ 176,653 61 % $ 157,622 54 % 38,188 29,238 45,386 13 10 16 61,089 28,382 46,248 21 9 16 held for investment $ 289,465 100 % $ 293,341 100 % Loans The following table presents our loan portfolio (dollars are in thousands): 2012 2011 2010 2009 2008 Amount % Amount % Amount % Amount % Amount % Loans held for sale- mortgage banking $ 95,095 100.0 $ 68,622 100.0 $ 29,116 29.2 $ 24,130 100.0 $ 13,403 100.0 - - - - 70,501 70.8 - - - - 31 (in thousands): 95,095 100.0 68,622 100.0 99,617 100.0 24,130 100.0 13,403 100.0 Other loans held for sale Loans held for sale, net Commercial and industrial Commercial real estate SBA Consumer Land and land development 116,891 40.4 109,746 37.4 120,620 87,258 30.1 15,823 5.5 115,704 39.4 152,287 9,958 3.4 26,614 9.2 23,038 7.9 34.4 43.4 3.2 225,470 43.6 243,823 44.9 152,194 29.4 142,586 26.3 9,260 1.8 10,555 1.9 7.4 34,439 6.7 39,089 7.2 10.8 0.9 73,530 14.2 22,797 4.4 70,783 36,724 13.1 6.7 11,064 25,841 37,761 3,225 Construction 11,814 4.1 31,065 10.7 29,350 5,545 10.0 1.9 Unearned income and net unamortized deferred (fees) and costs Loans, net of unearned income and unamortized fees and costs 289,465 100.0 293,341 100.0 350,798 100.1 517,690 100.1 543,560 100.1 4 - (130) - (297) (0.1) (582) (0.1) (807) (0.1) $ 289,469 100.0 $ 293,211 100.0 $ 350,501 100.0 $ 517,108 100.0 $ 542,753 100.0 The following table presents the change in our loan portfolio (dollars are in thousands): Increase (Decrease) December 31, 2012 – 2011 2012 2011 $ % Loans held for sale-mortgage banking $ 95,095 $ 68,622 $ 26,473 38.6 % (a) Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction 116,891 87,258 15,823 26,614 31,065 11,814 109,746 115,704 9,958 23,038 29,350 5,545 7,145 6.5 % (b) (28,446) (24.6) % (b) 5,865 58.9 % 3,576 15.5 % (b) 1,715 6,269 5.8 % (b) 113.1 % 289,465 293,341 (3,876) (1.3) % Unearned income and net unamortized deferred fees and costs Loans, net of unearned income and unamortized fees and costs 4 (130) 134 (103.1) % $ 289,469 $ 293,211 $ (3,742) (1.3) % (a) Mortgage banking loans held for sale increased in 2012 as originations of mortgage banking loans have increased. (b) Loan balances have generally decreased due to repayments, charge-offs and our efforts to reduce credit exposures. As 2012 progressed we increased commercial lending, particularly in North Dakota. 18 BNCCORP, INC. Annual Report 2012 15 16 Loan Participations Pursuant to our lending policy, loans may not exceed 85% of the Bank’s legal lending limit (except to the extent collateralized by U.S. Treasury securities or Bank deposits and, accordingly, excluded from the Bank’s legal lending limit) unless the Chief Credit Officer and the Executive Credit Committee grant prior approval. To accommodate customers whose financing needs exceed lending limits and internal loan concentration limits, the Bank sells loan participations to outside participants without recourse. Loan participations sold on a nonrecourse basis to outside financial institutions were as follows as of December 31 (in thousands): 2012 2011 2010 2009 2008 $ 218,068 220,177 259,939 330,204 315,469 Concentrations of Credit The following table summarizes the location of our borrowers as of December 31 (dollars are in thousands): North Dakota Minnesota Arizona Other Total gross loans 2012 2011 $ 176,653 61 % $ 157,622 54 % 38,188 29,238 45,386 13 10 16 61,089 28,382 46,248 21 9 16 held for investment $ 289,465 100 % $ 293,341 100 % Loans The following table presents our loan portfolio (dollars are in thousands): 2012 2011 2010 2009 2008 Amount % Amount % Amount % Amount % Amount % mortgage banking $ 95,095 100.0 $ 68,622 100.0 $ 29,116 29.2 $ 24,130 100.0 $ 13,403 100.0 - - - - 70,501 70.8 - - - - sale, net 95,095 100.0 68,622 100.0 99,617 100.0 24,130 100.0 13,403 100.0 116,891 40.4 109,746 37.4 120,620 225,470 43.6 243,823 44.9 87,258 30.1 15,823 5.5 115,704 39.4 152,287 152,194 29.4 142,586 26.3 9,958 3.4 9,260 1.8 10,555 1.9 26,614 9.2 23,038 7.9 7.4 34,439 6.7 39,089 7.2 34.4 43.4 3.2 10.8 0.9 11,064 25,841 37,761 3,225 Construction 11,814 4.1 31,065 10.7 29,350 5,545 10.0 1.9 73,530 14.2 22,797 4.4 70,783 36,724 13.1 6.7 289,465 100.0 293,341 100.0 350,798 100.1 517,690 100.1 543,560 100.1 4 - (130) - (297) (0.1) (582) (0.1) (807) (0.1) Loans held for sale- Other loans held for sale Loans held for Commercial and industrial Commercial real estate SBA Consumer Land and land development Unearned income and net unamortized deferred (fees) and costs Loans, net of unearned income and unamortized fees and costs $ 289,469 100.0 $ 293,211 100.0 $ 350,501 100.0 $ 517,108 100.0 $ 542,753 100.0 The following table presents the change in our loan portfolio (dollars are in thousands): Loans held for sale-mortgage banking $ 95,095 $ 68,622 $ 26,473 38.6 % (a) Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction Increase (Decrease) December 31, 2012 – 2011 2012 2011 $ % 116,891 87,258 15,823 26,614 31,065 11,814 109,746 115,704 9,958 23,038 29,350 5,545 7,145 6.5 % (b) (28,446) (24.6) % (b) 5,865 58.9 % 3,576 15.5 % (b) 1,715 6,269 5.8 % (b) 113.1 % 289,465 293,341 (3,876) (1.3) % Unearned income and net unamortized deferred fees and costs Loans, net of unearned income and unamortized fees and costs 4 (130) 134 (103.1) % $ 289,469 $ 293,211 $ (3,742) (1.3) % (a) Mortgage banking loans held for sale increased in 2012 as originations of mortgage banking loans have increased. (b) Loan balances have generally decreased due to repayments, charge-offs and our efforts to reduce credit exposures. As 2012 progressed we increased commercial lending, particularly in North Dakota. 15 16 BNCCORP, INC. Annual Report 2012 19 Our borrowers use loan proceeds for projects in various geographic areas. The following table summarizes the locations where our borrowers are using loan proceeds as of December 31 (dollars are in thousands): The following table presents loans by type within our three primary states as of December 31 (in thousands): North Dakota Arizona California Minnesota Colorado Wisconsin Other Total gross loans held for investment 2012 2011 $ 168,198 58 % $ 147,275 50 % 40,215 22,088 17,561 7,686 6,489 27,228 14 8 6 3 2 9 32,902 11 23,092 8 20,718 7 7,736 6,765 54,853 3 2 19 $ 289,465 100 % $ 293,341 100 % Owner-occupied commercial real estate 24,107 25,526 North Dakota Commercial and industrial Construction Agricultural Land and land development Commercial real estate Small business administration Consumer Subtotal Arizona Construction Agricultural Commercial and industrial Land and land development Commercial real estate Small business administration Consumer Subtotal Minnesota Construction Agricultural Commercial and industrial Land and land development Commercial real estate Small business administration Consumer Subtotal Owner-occupied commercial real estate 667 550 Owner-occupied commercial real estate - - 2012 Total Loans and Leases Held for Investment 2011 Total Loans and Leases Held for Investment $ 65,793 $ 65,986 10,824 2,533 15,047 13,043 12,240 10,579 12,644 12,100 2,428 2,333 25,115 15,175 $ 168,198 $ 147,275 $ 1,421 $ 2,552 - - - - 5,663 5,832 16,699 14,070 12,881 7,085 2,884 2,813 $ 40,215 $ 32,902 $ 1,154 $ 1,316 - 2,090 24 28 1,145 1,649 14,767 14,665 62 77 409 893 $ 17,561 $ 20,718 20 BNCCORP, INC. Annual Report 2012 17 18 Our borrowers use loan proceeds for projects in various geographic areas. The following table summarizes the The following table presents loans by type within our three primary states as of December 31 (in thousands): locations where our borrowers are using loan proceeds as of December 31 (dollars are in thousands): North Dakota $ 168,198 58 % $ 147,275 50 % 2012 2011 Arizona California Minnesota Colorado Wisconsin Other 40,215 22,088 17,561 7,686 6,489 27,228 14 8 6 3 2 9 32,902 11 23,092 8 20,718 7 7,736 6,765 54,853 3 2 19 Total gross loans held for investment $ 289,465 100 % $ 293,341 100 % North Dakota Commercial and industrial Construction Agricultural Land and land development 2012 Total Loans and Leases Held for Investment 2011 Total Loans and Leases Held for Investment $ 65,793 $ 65,986 10,824 2,533 15,047 13,043 12,240 10,579 Owner-occupied commercial real estate 24,107 25,526 Commercial real estate Small business administration Consumer Subtotal Arizona Commercial and industrial Construction Agricultural Land and land development 12,644 12,100 2,428 2,333 25,115 15,175 $ 168,198 $ 147,275 $ 1,421 $ 2,552 - - - - 5,663 5,832 Owner-occupied commercial real estate 667 550 Commercial real estate Small business administration Consumer Subtotal Minnesota Commercial and industrial Construction Agricultural Land and land development 16,699 14,070 12,881 7,085 2,884 2,813 $ 40,215 $ 32,902 $ 1,154 $ 1,316 - 2,090 24 28 1,145 1,649 Owner-occupied commercial real estate - - Commercial real estate Small business administration Consumer Subtotal 14,767 14,665 62 77 409 893 $ 17,561 $ 20,718 17 18 BNCCORP, INC. Annual Report 2012 21 Loan Maturities(1) The following table sets forth the remaining maturities of loans in our portfolio as of December 31, 2012 (in thousands): Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction Over 1 year through 5 years One year or less $ 42,930 Fixed rate $ 41,673 Floating rate $ 11,335 Over 5 years Fixed rate Floating rate $ 16,315 $ 4,638 40,714 912 2,720 6,447 1,549 16,320 151 14,779 4,280 - 17,898 1,155 3,727 15,546 79 9,017 1,966 5,175 1,091 6,932 3,309 11,639 213 3,701 3,254 Total Loans and Leases Held for Investment $ 116,891 87,258 15,823 26,614 31,065 11,814 Total principal amount of loans $ 95,272 $ 77,203 $ 49,740 $ 40,496 $ 26,754 $ 289,465 (1) Maturities are based on contractual maturities. Floating rate loans include loans that would reprice prior to maturity if base rates change. Actual maturities may differ from the contractual maturities shown above as a result of renewals and prepayments. Loan renewals are evaluated in substantially the same manner as new credit applications. Provision for Credit Losses In recent periods, challenging macroeconomic forces have impaired the ability of borrowers to repay debt which resulted in higher credit losses throughout the financial industry. We provide for credit losses to maintain our allowance for credit losses at a level adequate to cover estimated probable losses inherent in the portfolio as of each balance sheet date. The provision for credit losses for the year ended December 31, 2012 was $100 thousand as compared to $1.625 million in 2011. The provision for credit losses decreased in 2012 as credit quality stabilized. Allowance for Credit Losses See Notes 1 and 9 of our Consolidated Financial Statements and “Critical Accounting Policies” for further information concerning accounting policies associated with the allowance for credit losses. The following table summarizes activity in the allowance for credit losses and certain ratios (dollars are in thousands): Analysis of Allowance for Credit Losses Balance of allowance for credit losses, beginning of period Charge-offs: Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction Total charge-offs Recoveries: Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction Total recoveries Net charge-offs 2012 2011 2010 2009 2008 For the Years ended December 31, $ 10,630 $ 14,765 $ 18,047 $ 8,751 $ 6,599 (70) (767) (10) (58) - - (905) 11 38 12 18 187 - 266 (639) (83) (4,549) (105) (1,049) (731) - (6,517) 49 506 21 34 67 - 677 (5,840) (3,112) (283) (620) (533) (3,238) - (7,786) 14 - 5 319 127 - 465 (7,321) 5,750 16,476 - - (6,408) (1,993) (394) (9,081) - (17,876) 12 - 11 149 - 172 (17,704) 27,000 18,047 - - (739) (219) (459) (4,529) - (5,946) 84 - 68 196 - 348 (5,598) 7,750 8,751 Provision for credit losses charged to operations 100 1,625 10,091 10,550 Transferred (to) from other loans held for sale - 80 (1,711) - - period $ 10,091 $ 10,630 $ 14,765 $ 18,047 $ 8,751 (0.182)% (1.611)% (1.387)% (2.948)% (0.507)% (0.225)% (1.780)% (1.530)% (3.235)% (0.534)% investment $ 284,507 $ 328,091 $ 478,492 $ 547,336 $ 525,311 Balance of allowance for credit losses, end of Ratio of net charge-offs to average total loans Ratio of net charge-offs to average loans and leases held for investment Average gross loans and leases held for Ratio of allowance for credit losses to loans and leases held for investment Ratio of allowance for credit losses to total nonperforming loans Allowance for credit losses to total loans Ratio of nonperforming loans to total assets 3.49% 96% 2.62% 1.36% 3.63% 172% 2.94% 0.93% 4.21% 83% 3.84% 2.39% 3.49% 50% 3.11% 4.13% 1.61% 38% 1.50% 2.66% For several years, the allowance for credit losses has been elevated in recent periods because of an increase in nonperforming assets and deteriorating economic conditions. In 2012, the level of nonperforming loans stabilized. At December 31, 2012, nonperforming loans included one loan with a balance of approximately $5.8 million that is involved with bankruptcy proceedings. We are well collateralized and remain optimistic the courts will ultimately award full recovery. The table below presents an allocation of the allowance for credit losses among the various loan categories and sets forth the percentage of loans in each category to gross loans. The allocation of the allowance for credit losses as shown in the table should neither be interpreted as an indication of future charge-offs, nor as an indication that charge-offs in future periods will necessarily occur in these amounts or in the indicated proportions as of December 31 (dollars are in thousands). 22 BNCCORP, INC. Annual Report 2012 19 20 Over 1 year through 5 years One year or less Fixed rate Floating rate Over 5 years Fixed rate Floating rate Total Loans and Leases Held for Investment Commercial and industrial $ 42,930 $ 41,673 $ 11,335 $ 16,315 $ 4,638 $ 116,891 Commercial real estate SBA Consumer Land and land development Construction 40,714 912 2,720 6,447 1,549 16,320 151 14,779 4,280 - 17,898 1,155 3,727 15,546 79 9,017 1,966 5,175 1,091 3,309 11,639 213 3,701 6,932 3,254 87,258 15,823 26,614 31,065 11,814 Total principal amount of loans $ 95,272 $ 77,203 $ 49,740 $ 40,496 $ 26,754 $ 289,465 (1) Maturities are based on contractual maturities. Floating rate loans include loans that would reprice prior to maturity if base rates change. Actual maturities may differ from the contractual maturities shown above as a result of renewals and prepayments. Loan renewals are evaluated in substantially the same manner as new credit applications. Provision for Credit Losses In recent periods, challenging macroeconomic forces have impaired the ability of borrowers to repay debt which resulted in higher credit losses throughout the financial industry. We provide for credit losses to maintain our allowance for credit losses at a level adequate to cover estimated probable losses inherent in the portfolio as of each balance sheet date. The provision for credit losses for the year ended December 31, 2012 was $100 thousand as compared to $1.625 million in 2011. The provision for credit losses decreased in 2012 as credit quality stabilized. Allowance for Credit Losses See Notes 1 and 9 of our Consolidated Financial Statements and “Critical Accounting Policies” for further information concerning accounting policies associated with the allowance for credit losses. The following table sets forth the remaining maturities of loans in our portfolio as of December 31, 2012 (in The following table summarizes activity in the allowance for credit losses and certain ratios (dollars are in thousands): Loan Maturities(1) thousands): Analysis of Allowance for Credit Losses 2012 2011 2010 2009 2008 For the Years ended December 31, $ 10,630 $ 14,765 $ 18,047 $ 8,751 $ 6,599 Balance of allowance for credit losses, beginning of period Charge-offs: Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction Total charge-offs Recoveries: Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction Total recoveries Net charge-offs (70) (767) (10) (58) - - (905) 11 38 12 18 187 - 266 (639) (83) (4,549) (105) (1,049) (731) - (6,517) 49 506 21 34 67 - 677 (5,840) Provision for credit losses charged to operations 100 1,625 Transferred (to) from other loans held for sale Balance of allowance for credit losses, end of 10,091 - 10,550 (3,112) (283) (620) (533) (3,238) - (7,786) 14 - 5 319 127 - 465 (7,321) 5,750 16,476 (6,408) (1,993) - (394) (9,081) - (17,876) 12 - - 11 149 - 172 (17,704) 27,000 18,047 (739) (219) - (459) (4,529) - (5,946) 84 - - 68 196 - 348 (5,598) 7,750 8,751 80 (1,711) - - period $ 10,091 $ 10,630 $ 14,765 $ 18,047 $ 8,751 Ratio of net charge-offs to average total loans Ratio of net charge-offs to average loans and leases held for investment Average gross loans and leases held for (0.182)% (1.611)% (1.387)% (2.948)% (0.507)% (0.225)% (1.780)% (1.530)% (3.235)% (0.534)% investment $ 284,507 $ 328,091 $ 478,492 $ 547,336 $ 525,311 Ratio of allowance for credit losses to loans and leases held for investment Ratio of allowance for credit losses to total nonperforming loans Allowance for credit losses to total loans Ratio of nonperforming loans to total assets 3.49% 96% 2.62% 1.36% 3.63% 172% 2.94% 0.93% 4.21% 83% 3.84% 2.39% 3.49% 50% 3.11% 4.13% 1.61% 38% 1.50% 2.66% For several years, the allowance for credit losses has been elevated in recent periods because of an increase in nonperforming assets and deteriorating economic conditions. In 2012, the level of nonperforming loans stabilized. At December 31, 2012, nonperforming loans included one loan with a balance of approximately $5.8 million that is involved with bankruptcy proceedings. We are well collateralized and remain optimistic the courts will ultimately award full recovery. The table below presents an allocation of the allowance for credit losses among the various loan categories and sets forth the percentage of loans in each category to gross loans. The allocation of the allowance for credit losses as shown in the table should neither be interpreted as an indication of future charge-offs, nor as an indication that charge-offs in future periods will necessarily occur in these amounts or in the indicated proportions as of December 31 (dollars are in thousands). 19 20 BNCCORP, INC. Annual Report 2012 23 Allocation of the Allowance for Loan Losses 2012 2011 2010 2009 2008 Loans in Category as a Percentage of Total Gross Loans and Leases Held for Investment Total Loans and Leases Held for Investment Allowance Loans in Category as a Percentage of Total Gross Loans and Leases Held for Investment Loans in Category as a Percentage of Total Gross Loans and Leases Held for Investment Total Loans and Leases Held for Investment Allowance Loans in Category as a Percentage of Total Gross Loans and Leases Held for Investment Total Loans and Leases Held for Investment Allowance Loans in Category as a Percentage of Total Gross Loans and Leases Held for Investment Total Loans and Leases Held for Investment Allowance Total Loans and Leases Held for Investment Allowance Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction $ 2,546 40% $ 1,639 37% $ 1,362 34% $ 7,440 44% $ 2,095 4,790 616 382 1,609 148 30% 5,518 40% 9,818 44% 4,494 29% 1,281 6% 9% 436 448 11% 4% 2,532 57 3% 407 3% 260 2% 264 8% 1,182 7% 1,162 7% 844 10% 1,939 11% 3,849 14% 3,564 2% 57 1% 842 4% 703 45% 26% 2% 7% 13% 7% Total $ 10,091 100% $ 10,630 100% $ 14,765 100% $ 18,047 100% $ 8,751 100% The amount of the allowance for losses can vary depending on macroeconomic conditions and risk in the portfolio. The allocation of the allowance for losses can vary depending on relative volume of asset groups in the portfolio and risks therein. Allowance for Credit Losses; Impact on Earnings We have established the allowance for credit losses to cover for estimated losses inherent to the loans and lease portfolio at December 31, 2012 and December 31, 2011. The allowance for credit losses is an estimate based upon several judgmental factors. We are not aware of known trends, commitments or other events that could reasonably occur that would materially affect our methodology or the assumptions used to estimate the allowance for credit losses. However, changes in qualitative and quantitative factors could occur at any time and such changes could be of a material nature. In addition, economic situations change, financial conditions of borrowers morph and other factors we consider in arriving at our estimates may evolve. To the extent that these matters have negative developments, our future earnings could be reduced by high provisions for credit losses. The following table sets forth nonperforming assets, the allowance for credit losses and certain related ratios Nonperforming Loans and Assets (dollars are in thousands): 2012 2011 2010 2009 2008 As of December 31, Loans 90 days or more delinquent and still Nonperforming loans: accruing interest Non-accrual loans Total nonperforming loans Other real estate, net $ 12 $ - $ - $ 1 $ 6 10,500 10,512 5,131 6,169 6,169 10,145 17,862 17,862 12,706 35,889 35,890 7,253 Total nonperforming assets $ 15,643 $ 16,314 $ 30,568 $ 43,143 Allowance for credit losses $ 10,091 $ 10,630 $ 14,765 $ 18,047 Ratio of total nonperforming loans to total loans 2.73% 1.70% 3.93% 6.19% $ $ Ratio of total nonperforming loans to loans and leases held for investment Ratio of total nonperforming assets to total assets Ratio of nonperforming loans to total assets Ratio of allowance for credit losses to total nonperforming loans Nonperforming Loans 3.63% 2.03% 1.36% 2.10% 2.45% 0.93% 5.10% 4.09% 2.39% 6.94% 4.97% 4.13% 96% 172% 83% 50% 38% The following table sets forth information concerning our nonperforming loans as of December 31 (in thousands): 22,909 22,915 10,189 33,104 8,751 3.92% 4.22% 3.84% 2.66% 2012 2011 Balance, beginning of period $ 6,169 $ 17,862 Additions to nonperforming Charge-offs Reclassified back to performing Principal payments received Transferred to other real estate 5,880 (354) (815) (368) - 6,312 (3,895) (3,616) (4,442) (6,052) Balance, end of period $ 10,512 $ 6,169 At December 31, 2012, nonperforming loans include one loan relationship with an aggregate balance of $5.8 million which is currently in bankruptcy proceedings. We are well collateralized on this loan and remain optimistic the courts will ultimately award us full recovery. The following table indicates the effect on income if interest on non-accrual and restructured loans outstanding at year end had been recognized at original contractual rates during the year ended December 31 (in thousands): Interest income that would have been recorded Interest income recorded Effect on interest income 2012 2011 $ $ 919 329 590 $ 1,057 149 908 $ Loans 90 days or more delinquent and still accruing interest include loans over 90 days past due which we believe, based on our specific analysis of the loans, do not present doubt about the collection of interest and principal in accordance with the loan contract. Loans in this category must be well secured and in the process of collection. 24 BNCCORP, INC. Annual Report 2012 21 22 Allocation of the Allowance for Loan Losses 2012 2011 2010 2009 2008 Loans in Category as a Percentage of Total Gross Loans and Leases Held for Investment Total Loans and Leases Held for Investment Allowance Loans in Category as a Percentage of Total Gross Loans and Leases Held for Investment Loans in Category as a Percentage of Total Gross Loans and Leases Held for Investment Total Loans and Leases Held for Investment Allowance Loans in Category as a Percentage of Total Gross Loans and Leases Held Loans in Category as a Percentage of Total Gross Loans and Leases Held Total Loans and Leases Held for Investment for Investment Allowance for Investment Total Loans and Leases Held for Investment Allowance Total Loans and Leases Held for Investment Allowance $ 2,546 40% $ 1,639 37% $ 1,362 34% $ 7,440 44% $ 2,095 30% 5,518 40% 9,818 44% 4,494 29% 1,281 6% 9% 436 448 11% 4% 2,532 57 3% 407 3% 260 2% 264 8% 1,182 7% 1,162 7% 844 10% 1,939 11% 3,849 14% 3,564 2% 57 1% 842 4% 703 45% 26% 2% 7% 13% 7% Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction 4,790 616 382 1,609 148 Total $ 10,091 100% $ 10,630 100% $ 14,765 100% $ 18,047 100% $ 8,751 100% The amount of the allowance for losses can vary depending on macroeconomic conditions and risk in the portfolio. The allocation of the allowance for losses can vary depending on relative volume of asset groups in the portfolio and risks therein. Allowance for Credit Losses; Impact on Earnings We have established the allowance for credit losses to cover for estimated losses inherent to the loans and lease portfolio at December 31, 2012 and December 31, 2011. The allowance for credit losses is an estimate based upon several judgmental factors. We are not aware of known trends, commitments or other events that could reasonably occur that would materially affect our methodology or the assumptions used to estimate the allowance for credit losses. However, changes in qualitative and quantitative factors could occur at any time and such changes could be of a material nature. In addition, economic situations change, financial conditions of borrowers morph and other factors we consider in arriving at our estimates may evolve. To the extent that these matters have negative developments, our future earnings could be reduced by high provisions for credit losses. Nonperforming Loans and Assets The following table sets forth nonperforming assets, the allowance for credit losses and certain related ratios (dollars are in thousands): 2012 2011 As of December 31, 2010 2009 2008 Nonperforming loans: Loans 90 days or more delinquent and still accruing interest Non-accrual loans Total nonperforming loans Other real estate, net Total nonperforming assets Allowance for credit losses Ratio of total nonperforming loans to total loans Ratio of total nonperforming loans to loans and leases held for investment Ratio of total nonperforming assets to total assets Ratio of nonperforming loans to total assets Ratio of allowance for credit losses to total nonperforming loans $ 12 10,500 10,512 5,131 $ 15,643 $ 10,091 2.73% $ - 6,169 6,169 10,145 $ 16,314 10,630 $ 1.70% $ - 17,862 17,862 12,706 $ 30,568 14,765 $ 3.93% $ 1 35,889 35,890 7,253 $ 43,143 $ 18,047 6.19% $ 6 22,909 22,915 10,189 33,104 8,751 3.92% $ $ 3.63% 2.03% 1.36% 2.10% 2.45% 0.93% 5.10% 4.09% 2.39% 6.94% 4.97% 4.13% 4.22% 3.84% 2.66% 96% 172% 83% 50% 38% Nonperforming Loans The following table sets forth information concerning our nonperforming loans as of December 31 (in thousands): Balance, beginning of period Additions to nonperforming Charge-offs Reclassified back to performing Principal payments received Transferred to other real estate Balance, end of period 2012 6,169 5,880 (354) (815) (368) - 10,512 $ $ 2011 17,862 6,312 (3,895) (3,616) (4,442) (6,052) 6,169 $ $ At December 31, 2012, nonperforming loans include one loan relationship with an aggregate balance of $5.8 million which is currently in bankruptcy proceedings. We are well collateralized on this loan and remain optimistic the courts will ultimately award us full recovery. The following table indicates the effect on income if interest on non-accrual and restructured loans outstanding at year end had been recognized at original contractual rates during the year ended December 31 (in thousands): Interest income that would have been recorded Interest income recorded Effect on interest income 2012 2011 $ $ 919 329 590 $ $ 1,057 149 908 Loans 90 days or more delinquent and still accruing interest include loans over 90 days past due which we believe, based on our specific analysis of the loans, do not present doubt about the collection of interest and principal in accordance with the loan contract. Loans in this category must be well secured and in the process of collection. 21 22 BNCCORP, INC. Annual Report 2012 25 Non-accrual loans include loans on which the accrual of interest has been discontinued. Accrual of interest is discontinued when we believe that the borrower’s financial condition is such that the collection of interest is doubtful. A delinquent loan is generally placed on non-accrual status when it becomes 90 days or more past due unless the loan is well secured and in the process of collection. When a loan is placed on non-accrual status, accrued but uncollected interest income applicable to the current reporting period is reversed against interest income. Accrued but uncollected interest income applicable to previous reporting periods is charged against the allowance for credit losses. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain. Troubled Debt Restructuring (TDR) The table below summarizes the amounts of restructured loans as of December 31 (in thousands): Total Accrual Non-accrual $ 2012 2011 2010 2009 2008 12,368 $ 7,871 12,848 $ 7,270 18,482 1,291 - 34,264 14,337 2,379 $ 4,497 5,578 15,782 13,046 2,379 See Note 9 of our Consolidated Financial Statements for information on troubled debt restructuring. Other real estate owned and repossessed assets represent properties and other assets acquired through, or in lieu of, loan foreclosure. They are initially recorded at fair value less cost to sell at the date of acquisition establishing a new cost basis. Write-downs to fair value at the time of acquisition are charged to the allowance for credit losses. After foreclosure, we perform valuations periodically and the real estate is recorded at fair value less cost to sell. Reductions to other real estate owned and repossessed assets are considered valuation allowances. Expenses incurred to record valuation allowances subsequent to foreclosure are charged to non-interest expense. See Note 10 of our Consolidated Financial Statements for information on other real estate owned. Impaired loans See Note 9 of our Consolidated Financial Statements for information on impaired loans. Potential Problem Loans In recent years, the macroeconomic environment is very challenging and asset values were declining throughout most of the country. So long as these conditions persist, many loans are potentially problematic assets. Notwithstanding the prior paragraph, we attempt to quantify potential problem loans with more immediate credit risk. We estimate there are loans risk rated “watch list” which are not impaired aggregating $5.2 million and $5.0 million at December 31, 2012 and 2011, respectively. Also, we estimate there are loans risk rated “substandard” which are not impaired aggregating $3.1 million and $18.8 million at December 31, 2012 and 2011, respectively. A significant portion of these potential problem loans are not in default but may have characteristics such as recent adverse operating cash flows or general risk characteristics that the loan officer feels might jeopardize the future timely collection of principal and interest payments. The ultimate resolution of these credits is subject to changes in economic conditions and other factors. These loans are closely monitored to ensure that our position as creditor is protected to the fullest extent possible. 26 BNCCORP, INC. Annual Report 2012 23 24 Liabilities and Stockholders’ Equity The following table presents our liabilities and stockholders’ equity (dollars are in thousands): Deposits: Non-interest-bearing Interest-bearing- Savings, interest checking and money market Time deposits under $100,000 Time deposits $100,000 and over Short-term borrowings Guaranteed preferred beneficial interests in Company's subordinated debentures Accrued interest payable Accrued expenses Other liabilities Total liabilities Stockholders' equity Total liabilities and As of December 31, 2012 2011 Increase (Decrease) 2012 – 2011 $ % $ 131,593 $ 116,864 $ 14,729 13 % (a) 313,051 128,150 76,810 11,700 22,430 5,045 10,144 3,123 702,046 68,730 269,075 128,255 62,061 8,635 22,427 3,609 6,244 6,121 623,291 41,867 43,976 16 % (a) (105) - % (b) 14,749 24 % (b) 3,065 35 % (c) 3 - % 1,436 40 % (d) 3,900 62 % (e) (2,998) (49) % (f) 78,755 13 % 26,863 64 % (g) stockholders’ equity $ 770,776 $ 665,158 $ 105,618 16 % (a) Economic conditions in North Dakota, our primary market, have been relatively robust. These types of accounts fluctuate daily due to the cash management activities of our customers. As a result, we have experienced growth. (b) These deposits increased due to growth. Economic conditions in North Dakota, our primary market, have been relatively robust. (c) Short-term borrowings are primarily customer repurchase agreements. These balances can vary significantly depending on customer preferences. (d) In 2010, we suspended payment of interest on our subordinated debt. At December 31, 2012 and 2011, respectively, approximately $4.8 million and $3.2 million of the balance relates to interest accrued but not paid. We made interest payments in early 2013 to get current on these obligations. See Note 17 of our Consolidated Financial Statements. (e) In 2010, we suspended payment on our dividends to preferred stockholders. At December 31, 2012 and 2011, respectively, approximately $3.7 million and $2.5 million of the balance relates to dividends accrued but not paid. We made a dividend payment in mid February 2013 to get current on the preferred stock. See Note 17 of our Consolidated Financial Statements. The remainder of the increase relates to a higher reserve for potential mortgage banking obligations (See Note 20 of our Consolidated Financial Statement), accounts payable, and accrued incentives for producers. (f) Other liabilities decreased $2.1 million due to the decrease in the fair value of mortgage banking derivatives. See Note 19 of our Consolidated Financial Statements. The 2011 balance also included approximately $900,000 of funds held in suspense until they could be applied. (g) The increase in stockholder equity relates primarily to earnings. Managing capital has been a focus of management in recent periods and this will continue in the future. Management will continue to evaluate the capital condition of the Company. Mortgage Banking Obligations Included in accrued expenses, is an estimate of mortgage banking reimbursement obligations which aggregated $1.5 million and $800,000 at December 31, 2012 and 2011, respectively. Although we sell mortgage banking loans without recourse, industry standards require standard representations and warranties which require sellers to reimburse investors for economic losses if loans default or prepay after the sale. To estimate the obligation, we track historical reimbursements and calculate the ratio of reimbursement to loan production volumes. Using reimbursement ratios and recent production levels, we estimate the future reimbursement amounts and record the estimated obligation. Non-accrual loans include loans on which the accrual of interest has been discontinued. Accrual of interest is discontinued when we believe that the borrower’s financial condition is such that the collection of interest is doubtful. A delinquent loan is generally placed on non-accrual status when it becomes 90 days or more past due unless the loan is well secured and in the process of collection. When a loan is placed on non-accrual status, accrued but uncollected interest income applicable to the current reporting period is reversed against interest income. Accrued but uncollected interest income applicable to previous reporting periods is charged against the allowance for credit losses. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain. Troubled Debt Restructuring (TDR) The table below summarizes the amounts of restructured loans as of December 31 (in thousands): Total Accrual Non-accrual $ 12,368 $ 7,871 $ 4,497 12,848 $ 7,270 5,578 34,264 14,337 2,379 18,482 1,291 - 15,782 13,046 2,379 2012 2011 2010 2009 2008 See Note 9 of our Consolidated Financial Statements for information on troubled debt restructuring. Other real estate owned and repossessed assets represent properties and other assets acquired through, or in lieu of, loan foreclosure. They are initially recorded at fair value less cost to sell at the date of acquisition establishing a new cost basis. Write-downs to fair value at the time of acquisition are charged to the allowance for credit losses. After foreclosure, we perform valuations periodically and the real estate is recorded at fair value less cost to sell. Reductions to other real estate owned and repossessed assets are considered valuation allowances. Expenses incurred to record valuation allowances subsequent to foreclosure are charged to non-interest expense. See Note 10 of our Consolidated Financial Statements for information on other real estate owned. See Note 9 of our Consolidated Financial Statements for information on impaired loans. Impaired loans Potential Problem Loans In recent years, the macroeconomic environment is very challenging and asset values were declining throughout most of the country. So long as these conditions persist, many loans are potentially problematic assets. Notwithstanding the prior paragraph, we attempt to quantify potential problem loans with more immediate credit risk. We estimate there are loans risk rated “watch list” which are not impaired aggregating $5.2 million and $5.0 million at December 31, 2012 and 2011, respectively. Also, we estimate there are loans risk rated “substandard” which are not impaired aggregating $3.1 million and $18.8 million at December 31, 2012 and 2011, respectively. A significant portion of these potential problem loans are not in default but may have characteristics such as recent adverse operating cash flows or general risk characteristics that the loan officer feels might jeopardize the future timely collection of principal and interest payments. The ultimate resolution of these credits is subject to changes in economic conditions and other factors. These loans are closely monitored to ensure that our position as creditor is protected to the fullest extent possible. Liabilities and Stockholders’ Equity The following table presents our liabilities and stockholders’ equity (dollars are in thousands): Deposits: Non-interest-bearing Interest-bearing- Savings, interest checking and money market Time deposits under $100,000 Time deposits $100,000 and over Short-term borrowings Guaranteed preferred beneficial interests in Company's subordinated debentures Accrued interest payable Accrued expenses Other liabilities Total liabilities Stockholders' equity Total liabilities and As of December 31, 2012 2011 Increase (Decrease) 2012 – 2011 $ % $ 131,593 $ 116,864 $ 14,729 13 % (a) 313,051 128,150 76,810 11,700 22,430 5,045 10,144 3,123 702,046 68,730 269,075 128,255 62,061 8,635 22,427 3,609 6,244 6,121 623,291 41,867 43,976 (105) 14,749 3,065 16 % (a) - % (b) 24 % (b) 35 % (c) 3 1,436 3,900 (2,998) 78,755 - % 40 % (d) 62 % (e) (49) % (f) 13 % 26,863 64 % (g) stockholders’ equity $ 770,776 $ 665,158 $ 105,618 16 % (a) Economic conditions in North Dakota, our primary market, have been relatively robust. These types of accounts fluctuate daily due to the cash management activities of our customers. As a result, we have experienced growth. (b) These deposits increased due to growth. Economic conditions in North Dakota, our primary market, have been relatively robust. (c) Short-term borrowings are primarily customer repurchase agreements. These balances can vary significantly depending on (d) (e) customer preferences. In 2010, we suspended payment of interest on our subordinated debt. At December 31, 2012 and 2011, respectively, approximately $4.8 million and $3.2 million of the balance relates to interest accrued but not paid. We made interest payments in early 2013 to get current on these obligations. See Note 17 of our Consolidated Financial Statements. In 2010, we suspended payment on our dividends to preferred stockholders. At December 31, 2012 and 2011, respectively, approximately $3.7 million and $2.5 million of the balance relates to dividends accrued but not paid. We made a dividend payment in mid February 2013 to get current on the preferred stock. See Note 17 of our Consolidated Financial Statements. The remainder of the increase relates to a higher reserve for potential mortgage banking obligations (See Note 20 of our Consolidated Financial Statement), accounts payable, and accrued incentives for producers. (f) Other liabilities decreased $2.1 million due to the decrease in the fair value of mortgage banking derivatives. See Note 19 of our Consolidated Financial Statements. The 2011 balance also included approximately $900,000 of funds held in suspense until they could be applied. (g) The increase in stockholder equity relates primarily to earnings. Managing capital has been a focus of management in recent periods and this will continue in the future. Management will continue to evaluate the capital condition of the Company. Mortgage Banking Obligations Included in accrued expenses, is an estimate of mortgage banking reimbursement obligations which aggregated $1.5 million and $800,000 at December 31, 2012 and 2011, respectively. Although we sell mortgage banking loans without recourse, industry standards require standard representations and warranties which require sellers to reimburse investors for economic losses if loans default or prepay after the sale. To estimate the obligation, we track historical reimbursements and calculate the ratio of reimbursement to loan production volumes. Using reimbursement ratios and recent production levels, we estimate the future reimbursement amounts and record the estimated obligation. 23 24 BNCCORP, INC. Annual Report 2012 27 Deposits FHLB advances totaled $0 at December 31, 2012 and 2011, respectively. The following table sets forth, for the periods indicated, the distribution of our average deposit account balances and average cost of funds rates on each category of deposits (dollars are in thousands): Notes 14 and 15 of our Consolidated Financial Statements summarize the general terms of our FHLB advances and other borrowings at December 31, 2012 and 2011. For the Years Ended December 31, 2012 Percent of deposits Wgtd. avg. rate Average balance 2011 Percent of deposits Average balance 2010 Wgtd. avg. rate Average balance Percent Wgtd. avg. rate of deposits Interest checking and MMDAs $ 271,089 44.81% 0.24% $ 253,054 42.13% 0.37% $ 282,880 40.55% 0.61% Savings deposits 15,549 2.57% 0.10% 12,655 2.11% 0.10% 11,156 1.60% 0.10% Time deposits (CDs): CDs under $100,000 127,446 21.06% 1.86% 139,254 23.19% 2.02% 186,978 26.80% 2.90% CDs $100,000 and over 65,563 10.84% 1.26% 71,432 11.89% 1.41% 99,141 14.21% 1.66% Total time deposits Total interest-bearing deposits Non-interest-bearing demand deposits 193,009 31.90% 1.66% 210,686 35.08% 1.81% 286,119 41.01% 2.47% 479,647 79.28% 0.80% 476,395 79.32% 1.00% 580,155 83.16% 1.52% operating environment. Improving capital ratios has been a focus of management in recent years. 125,367 20.72% - 124,208 20.68% - 117,459 16.84% - Total deposits $ 605,014 100.00% 0.64% $ 600,603 100.00% 0.79% $ 697,614 100.00% 1.26% In 2010, we were attempting to reduce deposits to improve capital ratios either by selling the deposits or reducing rates paid. Since the middle of 2011, we have returned to growing deposits and throughout 2012 we have attempted to capitalize on economic growth in North Dakota. Time deposits, in denominations of $100,000 and over, totaled $76.8 million at December 31, 2012 as compared to $62.1 million at December 31, 2011. The following table sets forth the amount and maturities of time deposits of $100,000 and over as of December 31, 2012 (in thousands): Maturing in: 3 months or less Over 3 months through 6 months Over 6 months through 12 months Over 12 months $ $ 29,548 8,730 21,609 16,923 76,810 Borrowed Funds The following table provides a summary of our short-term borrowings and related cost information as of, or for the years ended, December 31 (dollars are in thousands): Guaranteed Preferred Beneficial Interests in Company’s Subordinated Debentures See Note 16 of our Consolidated Financial Statements for a description of the subordinated debentures. Capital Resources and Expenditures Tier 1 leverage (Consolidated) Tier 1 risk-based capital (Consolidated) Total risk-based capital (Consolidated) Tangible common equity (Consolidated) Tier 1 leverage (BNC National Bank) 2012 11.17% 2011 7.59% 2010 6.17% 2009 2008 8.58% 9.01% 20.49% 13.71% 9.46% 12.32% 11.15% 22.43% 17.56% 12.89% 14.15% 12.95% 6.21% 10.68% 3.17% 9.41% 2.24% 7.53% 4.23% 6.21% 8.54% 9.34% Tier 1 risk-based capital (BNC National Bank) 19.80% 16.95% 11.53% 12.25% 11.56% Total risk-based capital (BNC National Bank) 21.06% 18.22% 12.80% 13.52% 12.81% See Note 2 of our Consolidated Financial Statements for a discussion of regulatory capital and the current The Federal Reserve has recently issued a Notice of Proposed Rulemaking (NPR) which would significantly change regulatory capital calculations for community banks. The NPR would require community banks to incorporate provisions of the BASEL III framework when calculating regulatory capital. We have not completed our assessment of the NPR, but it is generally believed the proposed standards would impose higher capital requirements and impose significantly more complex calculations when deriving regulatory capital ratios. The NPR is currently subject to a comment period. Off-Balance-Sheet Arrangements In the normal course of business, we are a party to various financial instruments with off-balance-sheet risk. These instruments include commitments to extend credit, commercial letters of credit, performance and financial standby letters of credit and interest rate swaps, caps and floors. Such instruments help us to meet the needs of our customers, manage our interest rate risk and effectuate various transactions. These instruments and commitments, which we enter into for purposes other than trading, carry varying degrees of credit, interest rate or liquidity risk. See Notes 20 and 21 of our Consolidated Financial Statements for a detailed description of each of these instruments. Contractual Obligations, Contingent Liabilities and Commitments We are a party to financial instruments with risks that can be subdivided into two categories: Cash financial instruments, generally characterized as on-balance-sheet items, include investments, loans, mortgage-backed securities, deposits and debt obligations. Credit-related financial instruments, generally characterized as off-balance-sheet items, include such instruments as commitments to extend credit, commercial letters of credit and performance and financial standby letters of credit. See Note 20 of our Consolidated Financial Statements. 2011 2010 $ Short-term borrowings outstanding at period end Weighted average interest rate at period end Maximum month end balance during the period Average borrowings outstanding for the period Weighted average interest rate for the period 2012 $ 11,700 0.38% $ 16,949 $ 13,329 0.53% 8,635 0.92% $ $ 21,165 $ 15,583 $ $ 0.85% 16,329 0.48% 16,329 11,163 0.65% Note 13 of our Consolidated Financial Statements summarizes the general terms of our short-term borrowings outstanding at December 31, 2012 and 2011. 28 BNCCORP, INC. Annual Report 2012 25 26 2008 3.17% 9.41% 2009 2010 2011 2012 8.58% 9.01% 6.17% 7.59% 11.17% 20.49% 13.71% 9.46% 12.32% 11.15% 22.43% 17.56% 12.89% 14.15% 12.95% 4.23% 6.21% 2.24% 6.21% 8.54% 9.34% 7.53% 10.68% 19.80% 16.95% 11.53% 12.25% 11.56% 21.06% 18.22% 12.80% 13.52% 12.81% Deposits FHLB advances totaled $0 at December 31, 2012 and 2011, respectively. The following table sets forth, for the periods indicated, the distribution of our average deposit account balances and average cost of funds rates on each category of deposits (dollars are in thousands): Notes 14 and 15 of our Consolidated Financial Statements summarize the general terms of our FHLB advances and other borrowings at December 31, 2012 and 2011. Guaranteed Preferred Beneficial Interests in Company’s Subordinated Debentures See Note 16 of our Consolidated Financial Statements for a description of the subordinated debentures. Capital Resources and Expenditures Tier 1 leverage (Consolidated) Tier 1 risk-based capital (Consolidated) Total risk-based capital (Consolidated) Tangible common equity (Consolidated) Tier 1 leverage (BNC National Bank) Tier 1 risk-based capital (BNC National Bank) Total risk-based capital (BNC National Bank) Interest checking and MMDAs Time deposits (CDs): Total time deposits Total interest-bearing deposits Non-interest-bearing demand deposits For the Years Ended December 31, 2012 Percent Wgtd. Average balance of deposits avg. rate Average balance 2011 Percent of deposits Wgtd. avg. rate 2010 Percent Wgtd. Average of balance deposits avg. rate $ 271,089 44.81% 0.24% $ 253,054 42.13% 0.37% $ 282,880 40.55% 0.61% Savings deposits 15,549 2.57% 0.10% 12,655 2.11% 0.10% 11,156 1.60% 0.10% CDs under $100,000 127,446 21.06% 1.86% 139,254 23.19% 2.02% 186,978 26.80% 2.90% CDs $100,000 and over 65,563 10.84% 1.26% 71,432 11.89% 1.41% 99,141 14.21% 1.66% 193,009 31.90% 1.66% 210,686 35.08% 1.81% 286,119 41.01% 2.47% 479,647 79.28% 0.80% 476,395 79.32% 1.00% 580,155 83.16% 1.52% 125,367 20.72% - 124,208 20.68% - 117,459 16.84% - Total deposits $ 605,014 100.00% 0.64% $ 600,603 100.00% 0.79% $ 697,614 100.00% 1.26% In 2010, we were attempting to reduce deposits to improve capital ratios either by selling the deposits or reducing rates paid. Since the middle of 2011, we have returned to growing deposits and throughout 2012 we have attempted to capitalize on economic growth in North Dakota. Time deposits, in denominations of $100,000 and over, totaled $76.8 million at December 31, 2012 as compared to $62.1 million at December 31, 2011. The following table sets forth the amount and maturities of time deposits of $100,000 and over as of December 31, 2012 (in thousands): Maturing in: 3 months or less Over 3 months through 6 months Over 6 months through 12 months Over 12 months $ 29,548 8,730 21,609 16,923 76,810 $ Borrowed Funds The following table provides a summary of our short-term borrowings and related cost information as of, or for the years ended, December 31 (dollars are in thousands): 2012 2011 2010 Short-term borrowings outstanding at period end $ 11,700 $ 8,635 $ 16,329 Weighted average interest rate at period end 0.38% 0.92% Maximum month end balance during the period Average borrowings outstanding for the period Weighted average interest rate for the period $ 16,949 $ 21,165 $ 13,329 $ 15,583 $ $ 0.53% 0.85% 0.48% 16,329 11,163 0.65% Note 13 of our Consolidated Financial Statements summarizes the general terms of our short-term borrowings outstanding at December 31, 2012 and 2011. See Note 2 of our Consolidated Financial Statements for a discussion of regulatory capital and the current operating environment. Improving capital ratios has been a focus of management in recent years. The Federal Reserve has recently issued a Notice of Proposed Rulemaking (NPR) which would significantly change regulatory capital calculations for community banks. The NPR would require community banks to incorporate provisions of the BASEL III framework when calculating regulatory capital. We have not completed our assessment of the NPR, but it is generally believed the proposed standards would impose higher capital requirements and impose significantly more complex calculations when deriving regulatory capital ratios. The NPR is currently subject to a comment period. Off-Balance-Sheet Arrangements In the normal course of business, we are a party to various financial instruments with off-balance-sheet risk. These instruments include commitments to extend credit, commercial letters of credit, performance and financial standby letters of credit and interest rate swaps, caps and floors. Such instruments help us to meet the needs of our customers, manage our interest rate risk and effectuate various transactions. These instruments and commitments, which we enter into for purposes other than trading, carry varying degrees of credit, interest rate or liquidity risk. See Notes 20 and 21 of our Consolidated Financial Statements for a detailed description of each of these instruments. Contractual Obligations, Contingent Liabilities and Commitments We are a party to financial instruments with risks that can be subdivided into two categories: Cash financial instruments, generally characterized as on-balance-sheet items, include investments, loans, mortgage-backed securities, deposits and debt obligations. Credit-related financial instruments, generally characterized as off-balance-sheet items, include such instruments as commitments to extend credit, commercial letters of credit and performance and financial standby letters of credit. See Note 20 of our Consolidated Financial Statements. 25 26 BNCCORP, INC. Annual Report 2012 29 At December 31, 2012, the aggregate contractual obligations (excluding bank deposits) and commitments were as follows (in thousands): following items: On an on-going basis, we use a variety of factors to assess our liquidity position including, but not limited to, the Contractual Obligations: year 1 to 3 years 3 to 5 years After 5 years Total Payments due by period Less than 1 Total borrowings Commitments to sell loans Annual rental commitments under non-cancelable operating leases $ 11,700 92,271 $ - - $ - - $ 22,430 $ 34,130 92,271 - 720 887 710 1,536 3,853 Total $ 104,691 $ 887 $ 710 $ 23,966 $ 130,254 Other Commitments: Less than 1 year 1 to 3 years 3 to 5 years After 5 years Total Amount of Commitment - Expiration by Period (cid:120) (cid:120) Stability of our deposit base, (cid:120) Amount of pledged investments, (cid:120) Amount of unpledged investments, (cid:120) Liquidity of our loan portfolio, and Potential loan demand. Our liquidity assessment process segregates our balance sheet into liquid assets and short-term liabilities assumed to be vulnerable to non-replacement over a 30 day horizon in abnormally stringent conditions. Assumptions for the vulnerable short-term liabilities are based upon historical factors. We have a targeted range for our liquidity position over this horizon and manage operations to achieve these targets. We further project cash flows over a 12 month horizon based on our assets and liabilities and sources and uses of funds for anticipated events. Pursuant to our contingency funding plan, we also estimate cash flows over a 12 month horizon under a variety of stressed scenarios to identify potential funding needs and funding sources. Our contingency plan identifies actions that could be taken in response to adverse liquidity events. Commitments to lend Standby and commercial letters of credit Total Liquidity Risk Management $ 203,468 $ 7,347 $ 4,136 $ 52 $ 215,003 We believe this process, combined with our policies and guidelines, should provide for adequate levels of 736 $ 204,204 724 $ 8,071 - $ 4,136 1,460 $ 52 $ 216,463 - liquidity to fund the anticipated needs of on- and off- balance sheet items. Liquidity risk is the possibility of being unable to meet all present and future financial obligations in a timely manner. Liquidity risk management encompasses our ability to meet all present and future financial obligations in a timely manner. The objectives of liquidity management policies are to maintain adequate liquid assets, liability diversification among instruments, maturities and customers and a presence in both the wholesale purchased funds market and the retail deposit market. The Consolidated Statements of Cash Flows in the Consolidated Financial Statements present data on cash and cash equivalents provided by and used in operating, investing and financing activities. In addition to liquidity from core deposit growth, together with repayments and maturities of loans and investments, we utilize brokered deposits, sell securities under agreements to repurchase and borrow overnight Federal funds. The Bank is a member of the FHLB of Des Moines. Advances from the FHLB are collateralized by the Bank’s mortgage loans and various investment securities. We have also obtained funding through the issuance of subordinated notes, subordinated debentures and long-term borrowings. Our liquidity is defined by our ability to meet our cash and collateral obligations at a reasonable cost and with a minimum loss of income. Given the uncertain nature of our customers’ demands as well as our desire to take advantage of earnings enhancement opportunities, we must have adequate sources of on- and off-balance-sheet funds that can be acquired in time of need. We measure our liquidity position on an as needed basis, but no less frequently than monthly. We measure our liquidity position using the total of the following items: 1. Estimated liquid assets less estimated volatile liabilities using the aforementioned methodology ($166.8 million as of December 31, 2012); 2. Borrowing capacity from the FHLB ($47.9 million as of December 31, 2012); and 3. Capacity to issue brokered deposits with maturities of less than 12 months ($102.8 million as of December 31, 2012). 30 BNCCORP, INC. Annual Report 2012 27 28 At December 31, 2012, the aggregate contractual obligations (excluding bank deposits) and commitments were as follows (in thousands): On an on-going basis, we use a variety of factors to assess our liquidity position including, but not limited to, the following items: (cid:120) Stability of our deposit base, (cid:120) Amount of pledged investments, (cid:120) Amount of unpledged investments, (cid:120) Liquidity of our loan portfolio, and (cid:120) Potential loan demand. Our liquidity assessment process segregates our balance sheet into liquid assets and short-term liabilities assumed to be vulnerable to non-replacement over a 30 day horizon in abnormally stringent conditions. Assumptions for the vulnerable short-term liabilities are based upon historical factors. We have a targeted range for our liquidity position over this horizon and manage operations to achieve these targets. We further project cash flows over a 12 month horizon based on our assets and liabilities and sources and uses of funds for anticipated events. Pursuant to our contingency funding plan, we also estimate cash flows over a 12 month horizon under a variety of stressed scenarios to identify potential funding needs and funding sources. Our contingency plan identifies actions that could be taken in response to adverse liquidity events. We believe this process, combined with our policies and guidelines, should provide for adequate levels of liquidity to fund the anticipated needs of on- and off- balance sheet items. Contractual Obligations: year 1 to 3 years 3 to 5 years After 5 years Total Payments due by period Less than 1 Total borrowings $ 11,700 $ - $ - $ 22,430 $ 34,130 Commitments to sell loans 92,271 - - - 92,271 Annual rental commitments under non-cancelable operating leases 720 887 710 1,536 3,853 Total $ 104,691 $ 887 $ 710 $ 23,966 $ 130,254 Other Commitments: year 1 to 3 years 3 to 5 years After 5 years Total Amount of Commitment - Expiration by Period Less than 1 Commitments to lend $ 203,468 $ 7,347 $ 4,136 $ 52 $ 215,003 736 724 - - 1,460 $ 204,204 $ 8,071 $ 4,136 $ 52 $ 216,463 Standby and commercial letters of credit Total Liquidity Risk Management Liquidity risk is the possibility of being unable to meet all present and future financial obligations in a timely manner. Liquidity risk management encompasses our ability to meet all present and future financial obligations in a timely manner. The objectives of liquidity management policies are to maintain adequate liquid assets, liability diversification among instruments, maturities and customers and a presence in both the wholesale purchased funds market and the retail deposit market. The Consolidated Statements of Cash Flows in the Consolidated Financial Statements present data on cash and cash equivalents provided by and used in operating, investing and financing activities. In addition to liquidity from core deposit growth, together with repayments and maturities of loans and investments, we utilize brokered deposits, sell securities under agreements to repurchase and borrow overnight Federal funds. The Bank is a member of the FHLB of Des Moines. Advances from the FHLB are collateralized by the Bank’s mortgage loans and various investment securities. We have also obtained funding through the issuance of subordinated notes, subordinated debentures and long-term borrowings. Our liquidity is defined by our ability to meet our cash and collateral obligations at a reasonable cost and with a minimum loss of income. Given the uncertain nature of our customers’ demands as well as our desire to take advantage of earnings enhancement opportunities, we must have adequate sources of on- and off-balance-sheet funds that can be acquired in time of need. We measure our liquidity position on an as needed basis, but no less frequently than monthly. We measure our liquidity position using the total of the following items: 1. Estimated liquid assets less estimated volatile liabilities using the aforementioned methodology ($166.8 million as of December 31, 2012); 2. Borrowing capacity from the FHLB ($47.9 million as of December 31, 2012); and 3. Capacity to issue brokered deposits with maturities of less than 12 months ($102.8 million as of December 31, 2012). 27 28 BNCCORP, INC. Annual Report 2012 31 Forward-Looking Statements Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are not historical in nature are intended to be, and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We caution readers that these forward-looking statements, including without limitation, those relating to our future business prospects, revenues, working capital, liquidity, capital needs, interest costs, income and expenses, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements due to several important factors. These factors include, but are not limited to: risks of loans and investments, including dependence on local and regional economic conditions; competition for our customers from other providers of financial services; possible adverse effects of changes in interest rates including the effects of such changes on derivative contracts and associated accounting consequences; risks associated with our acquisition and growth strategies; and other risks which are difficult to predict and many of which are beyond our control. Recently Issued and Adopted Accounting Pronouncements Note 1 of our Consolidated Financial Statements includes a summary of recently issued and adopted accounting pronouncements and their related or anticipated impact on the Company. Critical Accounting Policies Note 1 of our Consolidated Financial Statements includes a summary of our critical accounting policies and their related impact on the Company. Quantitative and Qualitative Disclosures About Market Risk Net Interest Income Simulation Market risk arises from changes in interest rates, exchange rates, and commodity prices and equity prices and represents the possibility that changes in future market rates or prices will have a negative impact on our earnings or value. Our principal market risk is interest rate risk. Interest rate risk arises from changes in interest rates. Interest rate risk can result from: (1) Repricing risk – timing differences in the maturity/repricing of assets, liabilities, and off-balance-sheet contracts; (2) Options risk – the effect of embedded options, such as loan prepayments, interest rate caps/floors, and deposit withdrawals; (3) Basis risk – risk resulting from unexpected changes in the spread between two or more different rates of similar maturity, and the resulting impact on the behavior of lending and funding rates; and (4) Yield curve risk – risk resulting from unexpected changes in the spread between two or more rates of different maturities from the same type of instrument. We have risk management policies to monitor and limit exposure to interest rate risk. To date we have not conducted trading activities as a means of managing interest rate risk. Our asset/liability management process is utilized to manage our interest rate risk. The measurement of interest rate risk associated with financial instruments is meaningful only when all related and offsetting on-and off-balance-sheet transactions are aggregated, and the resulting net positions are identified. Our interest rate risk exposure is actively managed with the objective of managing the level and potential volatility of net interest income in addition to the long-term growth of equity, bearing in mind that we will always be in the business of taking on rate risk and that rate risk immunization is not entirely possible. Also, it is recognized that as exposure to interest rate risk is reduced, so too may the overall level of net interest income and equity. In general, the assets and liabilities generated through ordinary business activities do not naturally create offsetting positions with respect to repricing or maturity characteristics. Access to the derivatives market can be an important element in maintaining our interest rate risk position within policy guidelines. Using derivative instruments, principally interest rate floors, caps, and interest rate swaps, the interest rate sensitivity of specific transactions, as well as pools of assets or liabilities, can be adjusted to maintain the desired interest rate risk profile. See Note 1 of our Consolidated Financial Statements for a summary of our accounting policies pertaining to such instruments. Our primary tool for measuring and managing interest rate risk is net interest income simulation. This exercise includes our assumptions regarding the changes in interest rates and the impact on our current balance sheet. Interest rate caps and floors are included to the extent that they are exercised in the 12-month simulation period. Additionally, changes in prepayment behavior of the residential mortgage, CMOs, and mortgage-backed securities portfolios in each rate environment are captured using industry estimates of prepayment speeds for various coupon segments of the portfolio. For purposes of this simulation, projected month end balances of the various balance sheet accounts are held constant at their December 31, 2012 levels. Cash flows from a given account are reinvested back into the same account so as to keep the month end balance constant at its December 31, 2012 level. The static balance sheet assumption is made so as to project the interest rate risk to net interest income embedded in the existing balance sheet. With knowledge of the balance sheet’s existing net interest income profile, more informed strategies and tactics may be developed as it relates to the structure/mix of growth. We monitor the results of net interest income simulation on a regular basis. Net interest income is generally simulated for the upcoming 12-month horizon in seven interest rate scenarios. The scenarios generally modeled are parallel interest rate ramps of +/- 100bp, 200bp, and 300bp along with a rates unchanged scenario. Given the current low absolute level of interest rates as of December 31, 2012, the downward scenarios for interest rate movements is limited to -100bp but a +400bp scenario has been added. The parallel movement of interest rates means all projected market interest rates move up or down by the same amount. A ramp in interest rates means that the projected change in market interest rates occurs over the 12-month horizon on a pro-rata basis. For example, in the +100bp scenario, the projected Prime rate is projected to increase from 3.25% to 4.25% 12 months later. The Prime rate in this example will increase 1/12th of the overall increase of 100 basis points each The net interest income simulation result for the 12-month horizon that covers the calendar year of 2012 is shown Movement in interest rates -100bp Unchanged +100bp +200bp +300bp +400bp unchanged scenario $ (1,228) - 289 550 $ 823 $ 1,173 $ 19,169 $ 20,397 20,686 20,947 $ 21,220 $ 21,570 $ $ $ $ (6.02)% - 1.42% 2.70% 4.03% 5.75% Since there are limitations inherent in any methodology used to estimate the exposure to changes in market interest rates, these analyses are not intended to be a forecast of the actual effect of changes in market interest rates such as those indicated above on the Company. Further, these analyses are based on our assets and liabilities as of December 31, 2012 (without forward adjustments for planned growth and anticipated business activities) and do not contemplate any actions we might undertake in response to changes in market interest rates. Static gap analysis is another tool that may be used for interest rate risk measurement. The net differences between the amount of assets, liabilities, equity and off-balance-sheet instruments repricing within a cumulative calendar period is typically referred to as the “rate sensitivity position” or “gap position.” The following table sets forth our rate sensitivity position as of December 31, 2012. Assets and liabilities are classified by the earliest possible repricing date or maturity, whichever occurs first. month. below: Projected 12-month net interest income Dollar change from Percentage change from unchanged scenario 32 BNCCORP, INC. Annual Report 2012 29 30 Additionally, changes in prepayment behavior of the residential mortgage, CMOs, and mortgage-backed securities portfolios in each rate environment are captured using industry estimates of prepayment speeds for various coupon segments of the portfolio. For purposes of this simulation, projected month end balances of the various balance sheet accounts are held constant at their December 31, 2012 levels. Cash flows from a given account are reinvested back into the same account so as to keep the month end balance constant at its December 31, 2012 level. The static balance sheet assumption is made so as to project the interest rate risk to net interest income embedded in the existing balance sheet. With knowledge of the balance sheet’s existing net interest income profile, more informed strategies and tactics may be developed as it relates to the structure/mix of growth. We monitor the results of net interest income simulation on a regular basis. Net interest income is generally simulated for the upcoming 12-month horizon in seven interest rate scenarios. The scenarios generally modeled are parallel interest rate ramps of +/- 100bp, 200bp, and 300bp along with a rates unchanged scenario. Given the current low absolute level of interest rates as of December 31, 2012, the downward scenarios for interest rate movements is limited to -100bp but a +400bp scenario has been added. The parallel movement of interest rates means all projected market interest rates move up or down by the same amount. A ramp in interest rates means that the projected change in market interest rates occurs over the 12-month horizon on a pro-rata basis. For example, in the +100bp scenario, the projected Prime rate is projected to increase from 3.25% to 4.25% 12 months later. The Prime rate in this example will increase 1/12th of the overall increase of 100 basis points each month. The net interest income simulation result for the 12-month horizon that covers the calendar year of 2012 is shown below: Quantitative and Qualitative Disclosures About Market Risk Net Interest Income Simulation Movement in interest rates -100bp Unchanged +100bp +200bp +300bp +400bp Projected 12-month net interest income Dollar change from $ 19,169 $ 20,397 unchanged scenario $ (1,228) - $ $ 20,686 289 $ $ 20,947 $ 21,220 $ 21,570 550 $ 823 $ 1,173 Percentage change from unchanged scenario (6.02)% - 1.42% 2.70% 4.03% 5.75% Since there are limitations inherent in any methodology used to estimate the exposure to changes in market interest rates, these analyses are not intended to be a forecast of the actual effect of changes in market interest rates such as those indicated above on the Company. Further, these analyses are based on our assets and liabilities as of December 31, 2012 (without forward adjustments for planned growth and anticipated business activities) and do not contemplate any actions we might undertake in response to changes in market interest rates. Static gap analysis is another tool that may be used for interest rate risk measurement. The net differences between the amount of assets, liabilities, equity and off-balance-sheet instruments repricing within a cumulative calendar period is typically referred to as the “rate sensitivity position” or “gap position.” The following table sets forth our rate sensitivity position as of December 31, 2012. Assets and liabilities are classified by the earliest possible repricing date or maturity, whichever occurs first. Forward-Looking Statements Statements included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are not historical in nature are intended to be, and are hereby identified as “forward-looking statements” for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We caution readers that these forward-looking statements, including without limitation, those relating to our future business prospects, revenues, working capital, liquidity, capital needs, interest costs, income and expenses, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements due to several important factors. These factors include, but are not limited to: risks of loans and investments, including dependence on local and regional economic conditions; competition for our customers from other providers of financial services; possible adverse effects of changes in interest rates including the effects of such changes on derivative contracts and associated accounting consequences; risks associated with our acquisition and growth strategies; and other risks which are difficult to predict and many of which are beyond our control. Recently Issued and Adopted Accounting Pronouncements Note 1 of our Consolidated Financial Statements includes a summary of recently issued and adopted accounting pronouncements and their related or anticipated impact on the Company. Note 1 of our Consolidated Financial Statements includes a summary of our critical accounting policies and their Critical Accounting Policies related impact on the Company. Market risk arises from changes in interest rates, exchange rates, and commodity prices and equity prices and represents the possibility that changes in future market rates or prices will have a negative impact on our earnings or value. Our principal market risk is interest rate risk. Interest rate risk arises from changes in interest rates. Interest rate risk can result from: (1) Repricing risk – timing differences in the maturity/repricing of assets, liabilities, and off-balance-sheet contracts; (2) Options risk – the effect of embedded options, such as loan prepayments, interest rate caps/floors, and deposit withdrawals; (3) Basis risk – risk resulting from unexpected changes in the spread between two or more different rates of similar maturity, and the resulting impact on the behavior of lending and funding rates; and (4) Yield curve risk – risk resulting from unexpected changes in the spread between two or more rates of different maturities from the same type of instrument. We have risk management policies to monitor and limit exposure to interest rate risk. To date we have not conducted trading activities as a means of managing interest rate risk. Our asset/liability management process is utilized to manage our interest rate risk. The measurement of interest rate risk associated with financial instruments is meaningful only when all related and offsetting on-and off-balance-sheet transactions are aggregated, and the resulting net positions are identified. Our interest rate risk exposure is actively managed with the objective of managing the level and potential volatility of net interest income in addition to the long-term growth of equity, bearing in mind that we will always be in the business of taking on rate risk and that rate risk immunization is not entirely possible. Also, it is recognized that as exposure to interest rate risk is reduced, so too may the overall level of net interest income and equity. In general, the assets and liabilities generated through ordinary business activities do not naturally create offsetting positions with respect to repricing or maturity characteristics. Access to the derivatives market can be an important element in maintaining our interest rate risk position within policy guidelines. Using derivative instruments, principally interest rate floors, caps, and interest rate swaps, the interest rate sensitivity of specific transactions, as well as pools of assets or liabilities, can be adjusted to maintain the desired interest rate risk profile. See Note 1 of our Consolidated Financial Statements for a summary of our accounting policies pertaining to such instruments. Our primary tool for measuring and managing interest rate risk is net interest income simulation. This exercise includes our assumptions regarding the changes in interest rates and the impact on our current balance sheet. Interest rate caps and floors are included to the extent that they are exercised in the 12-month simulation period. 29 30 BNCCORP, INC. Annual Report 2012 33 The table assumes that all savings and interest-bearing demand deposits reprice in the earliest period presented, however, we believe a significant portion of these accounts constitute a core component and are generally not rate sensitive. Our position is supported by the fact that reductions in interest rates paid on these deposits historically have not caused notable reductions in balances in net interest income because the repricing of certain assets and liabilities is discretionary and is subject to competitive and other pressures. As a result, assets and liabilities indicated as repricing within the same period may in fact reprice at different times and at different rate levels. Static gap analysis does not fully capture the impact of embedded options, lagged interest rate changes, administered interest rate products, or certain off-balance-sheet sensitivities to interest rate movements. Therefore, this tool generally cannot be used in isolation to determine the level of interest rate risk exposure in banking institutions. Since there are limitations inherent in any methodology used to estimate the exposure to changes in market interest rates, these analyses are not intended to be a forecast of the actual effect of changes in market interest rates such as those indicated above on the Company. Further, these analyses are based on our assets and liabilities as of December 31, 2012 and do not contemplate any actions we might undertake in response to changes in market interest rates. Interest Sensitivity Gap Analysis Estimated maturity or repricing at December 31, 2012 0–3 4–12 months months 1–5 years Over 5 years Total Interest-earning assets: Interest-bearing deposits with banks $ 40,790 $ - $ - $ - $ 40,790 Investment securities (a) FRB and FHLB stock Fed Funds Sold 22,572 34,206 128,785 90,292 275,855 2,601 - - - 2,601 - - - - - Loans held for sale-mortgage banking, fixed rate - 95,095 - - 95,095 Loans held for sale-mortgage banking, floating rate - - - - - Loans held for investment, fixed rate 27,278 36,783 70,845 23,379 158,285 Loans held for investment, floating rate 117,308 5,228 6,774 1,874 131,184 Total interest-earning assets $ 210,549 $ 171,312 $ 206,404 $ 115,545 $ 703,810 Interest-bearing liabilities: Interest checking and money market accounts $ 296,006 $ - $ - $ - $ 296,006 Savings Time deposits under $100,000 Time deposits $100,000 and over Short-term borrowings FHLB advances Other borrowings Subordinated debentures 17,045 - - - 17,045 16,131 31,323 30,292 50,404 128,150 29,548 30,339 16,571 352 76,810 11,700 - - - 11,700 - - - - - - - - - - 15,000 - - 7,430 22,430 Total interest-bearing liabilities $ 385,430 $ 61,662 $ 46,863 $ 58,186 $ 552,141 Interest rate gap $ (174,881) $ 109,650 $ 159,541 $ 57,359 $ 151,669 Cumulative interest rate gap at December 31, 2012 $ (174,881) $ (65,231) $ 94,310 $ 151,669 Cumulative interest rate gap to total assets (22.69)% (8.46)% 12.24% 19.68% (a) Values for investment securities reflect the timing of the estimated principal cash flows from the securities based on par values, which vary from the amortized cost and fair value of our investments. 34 BNCCORP, INC. Annual Report 2012 31 32 The table assumes that all savings and interest-bearing demand deposits reprice in the earliest period presented, however, we believe a significant portion of these accounts constitute a core component and are generally not rate sensitive. Our position is supported by the fact that reductions in interest rates paid on these deposits historically have not caused notable reductions in balances in net interest income because the repricing of certain assets and liabilities is discretionary and is subject to competitive and other pressures. As a result, assets and liabilities indicated as repricing within the same period may in fact reprice at different times and at different rate levels. Static gap analysis does not fully capture the impact of embedded options, lagged interest rate changes, administered interest rate products, or certain off-balance-sheet sensitivities to interest rate movements. Therefore, this tool generally cannot be used in isolation to determine the level of interest rate risk exposure in banking institutions. Since there are limitations inherent in any methodology used to estimate the exposure to changes in market interest rates, these analyses are not intended to be a forecast of the actual effect of changes in market interest rates such as those indicated above on the Company. Further, these analyses are based on our assets and liabilities as of December 31, 2012 and do not contemplate any actions we might undertake in response to changes in market interest rates. Interest Sensitivity Gap Analysis Estimated maturity or repricing at December 31, 2012 0–3 4–12 months months 1–5 years Over 5 years Total Interest-bearing deposits with banks $ 40,790 $ - $ - $ - $ 40,790 Interest-earning assets: Investment securities (a) FRB and FHLB stock Fed Funds Sold Loans held for sale-mortgage banking, fixed Loans held for sale-mortgage banking, floating rate rate 22,572 34,206 128,785 90,292 275,855 2,601 - - - 2,601 - - - - - 95,095 - - 95,095 - - - - - - Loans held for investment, fixed rate 27,278 36,783 70,845 23,379 158,285 Loans held for investment, floating rate 117,308 5,228 6,774 1,874 131,184 Total interest-earning assets $ 210,549 $ 171,312 $ 206,404 $ 115,545 $ 703,810 Interest checking and money market accounts $ 296,006 $ - $ - $ - $ 296,006 Interest-bearing liabilities: Savings Time deposits under $100,000 Time deposits $100,000 and over Short-term borrowings FHLB advances Other borrowings Subordinated debentures 17,045 - - - 17,045 16,131 31,323 30,292 50,404 128,150 29,548 30,339 16,571 352 76,810 11,700 - - - 11,700 - - - - - - - - - - 15,000 - - 7,430 22,430 Total interest-bearing liabilities $ 385,430 $ 61,662 $ 46,863 $ 58,186 $ 552,141 Interest rate gap $ (174,881) $ 109,650 $ 159,541 $ 57,359 $ 151,669 Cumulative interest rate gap at December 31, 2012 $ (174,881) $ (65,231) $ 94,310 $ 151,669 Cumulative interest rate gap to total assets (22.69)% (8.46)% 12.24% 19.68% (a) Values for investment securities reflect the timing of the estimated principal cash flows from the securities based on par values, which vary from the amortized cost and fair value of our investments. 31 32 BNCCORP, INC. Annual Report 2012 35 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Independent Auditors’ Report Consolidated Balance Sheets as of December 31, 2012 and 2011 Page 37 39 Consolidated Statements of Operations for the Years Ended December 31, 2012 and 2011 40 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012 and 2011 41 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012 and 2011 42 Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011 Notes to Consolidated Financial Statements 43 45 “ The Board of Directors BNCCORP, INC.: KPMG LLP Suite 1501 222 South 15th Street Omaha, NE 68102-1610 Suite 1600 233 South 13th Street Lincoln, NE 68508-2041 Independent Auditors’ Report We have audited the accompanying consolidated financial statements of BNCCORP, INC. and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 36 BNCCORP, INC. Annual Report 2012 33 KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Independent Auditors’ Report Consolidated Balance Sheets as of December 31, 2012 and 2011 Consolidated Statements of Operations for the Years Ended December 31, 2012 and 2011 40 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012 and 2011 41 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012 and 2011 42 Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011 Notes to Consolidated Financial Statements Page 37 39 43 45 “ The Board of Directors BNCCORP, INC.: KPMG LLP Suite 1501 222 South 15th Street Omaha, NE 68102-1610 Suite 1600 233 South 13th Street Lincoln, NE 68508-2041 Independent Auditors’ Report We have audited the accompanying consolidated financial statements of BNCCORP, INC. and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 33 BNCCORP, INC. Annual Report 2012 KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative (“KPMG International”), a Swiss entity. 37 Opinion In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of BNCCORP, INC. and its subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. Omaha, Nebraska March 28, 2013 ASSETS 2012 2011 Financial Statements FINANCIAL INFORMATION BNCCORP, INC. AND SUBSIDIARIES Consolidated Balance Sheets As of December 31 (In thousands, except share data) CASH AND CASH EQUIVALENTS INVESTMENT SECURITIES AVAILABLE FOR SALE FEDERAL RESERVE BANK AND FEDERAL HOME LOAN BANK STOCK LOANS HELD FOR SALE-MORTGAGE BANKING LOANS AND LEASES HELD FOR INVESTMENT LIABILITIES AND STOCKHOLDERS’ EQUITY ALLOWANCE FOR CREDIT LOSSES Net loans and leases held for investment OTHER REAL ESTATE, net PREMISES AND EQUIPMENT, net ACCRUED INTEREST RECEIVABLE OTHER ASSETS Total assets DEPOSITS: Non-interest-bearing Interest-bearing – Savings, interest checking and money market Time deposits under $100,000 Time deposits $100,000 and over Total deposits SHORT-TERM BORROWINGS SUBORDINATED DEBENTURES ACCRUED INTEREST PAYABLE ACCRUED EXPENSES OTHER LIABILITIES Total liabilities STOCKHOLDERS’ EQUITY: GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY’S Preferred stock, $.01 par value – Authorized 2,000,000 shares: Preferred Stock - 5% Series A 20,093 shares outstanding; Preferred Stock - 9% Series B 1,005 shares outstanding; Common stock, $.01 par value – Authorized 35,000,000 shares; 3,300,652 and 3,301,007 shares issued and outstanding Capital surplus – common stock Retained earnings (deficit) Treasury stock (368,001 and 367,646 shares, respectively) Accumulated other comprehensive income, net Total stockholders’ equity Total liabilities and stockholders’ equity See accompanying notes to consolidated financial statements. $ 40,790 $ 19,296 300,549 2,601 95,095 289,469 (10,091) 279,378 5,131 15,932 2,590 28,710 242,630 2,750 68,622 293,211 (10,630) 282,581 10,145 16,035 2,411 20,688 $ 770,776 $ 665,158 $ 131,593 $ 116,864 313,051 128,150 76,810 649,604 11,700 22,430 5,045 10,144 3,123 702,046 269,075 128,255 62,061 576,255 8,635 22,427 3,609 6,244 6,121 623,291 19,859 1,029 19,635 1,052 33 27,257 20,655 (5,064) 4,961 68,730 33 27,217 (4,508) (5,076) 3,514 41,867 $ 770,776 $ 665,158 38 BNCCORP, INC. Annual Report 2012 2 36 In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the financial position of BNCCORP, INC. and its subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended in accordance with U.S. generally accepted accounting principles. Opinion Omaha, Nebraska March 28, 2013 Financial Statements FINANCIAL INFORMATION BNCCORP, INC. AND SUBSIDIARIES Consolidated Balance Sheets As of December 31 (In thousands, except share data) ASSETS 2012 2011 CASH AND CASH EQUIVALENTS INVESTMENT SECURITIES AVAILABLE FOR SALE FEDERAL RESERVE BANK AND FEDERAL HOME LOAN BANK STOCK LOANS HELD FOR SALE-MORTGAGE BANKING LOANS AND LEASES HELD FOR INVESTMENT ALLOWANCE FOR CREDIT LOSSES Net loans and leases held for investment OTHER REAL ESTATE, net PREMISES AND EQUIPMENT, net ACCRUED INTEREST RECEIVABLE OTHER ASSETS Total assets LIABILITIES AND STOCKHOLDERS’ EQUITY DEPOSITS: Non-interest-bearing Interest-bearing – Savings, interest checking and money market Time deposits under $100,000 Time deposits $100,000 and over Total deposits SHORT-TERM BORROWINGS GUARANTEED PREFERRED BENEFICIAL INTERESTS IN COMPANY’S SUBORDINATED DEBENTURES ACCRUED INTEREST PAYABLE ACCRUED EXPENSES OTHER LIABILITIES Total liabilities STOCKHOLDERS’ EQUITY: Preferred stock, $.01 par value – Authorized 2,000,000 shares: Preferred Stock - 5% Series A 20,093 shares outstanding; Preferred Stock - 9% Series B 1,005 shares outstanding; Common stock, $.01 par value – Authorized 35,000,000 shares; 3,300,652 and 3,301,007 shares issued and outstanding Capital surplus – common stock Retained earnings (deficit) Treasury stock (368,001 and 367,646 shares, respectively) Accumulated other comprehensive income, net Total stockholders’ equity Total liabilities and stockholders’ equity $ $ 40,790 300,549 2,601 95,095 289,469 (10,091) 279,378 5,131 15,932 2,590 28,710 770,776 $ $ 19,296 242,630 2,750 68,622 293,211 (10,630) 282,581 10,145 16,035 2,411 20,688 665,158 $ 131,593 $ 116,864 313,051 128,150 76,810 649,604 11,700 22,430 5,045 10,144 3,123 702,046 269,075 128,255 62,061 576,255 8,635 22,427 3,609 6,244 6,121 623,291 19,859 1,029 19,635 1,052 33 27,257 20,655 (5,064) 4,961 68,730 770,776 $ 33 27,217 (4,508) (5,076) 3,514 41,867 665,158 $ See accompanying notes to consolidated financial statements. 2 BNCCORP, INC. Annual Report 2012 39 36 BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the Years Ended December 31 (In thousands) 2012 2011 $ 26,624 $ 4,208 $ 2,614 $ 4,187 Unrealized gain on securities available NET INCOME for sale Reclassification adjustment for gain included in net income Other comprehensive income, before tax Income tax expense (benefit) related to items of other comprehensive income Other comprehensive income TOTAL COMPREHENSIVE INCOME (279) 2,335 (888) 1,447 (2,830) 1,357 - 1,357 1,447 $ 28,071 1,357 $ 5,565 See accompanying notes to consolidated financial statements. BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Years Ended December 31 (In thousands, except per share data) INTEREST INCOME: Interest and fees on loans Interest and dividends on investments - Taxable Tax-exempt Dividends Total interest income INTEREST EXPENSE: Deposits Short-term borrowings Subordinated debentures Total interest expense Net interest income PROVISION FOR CREDIT LOSSES NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES NON-INTEREST INCOME: Bank charges and service fees Wealth management revenues Mortgage banking revenues Gains on sales of loans, net Gain on sales of securities, net Insurance claim settlement Other Total non-interest income NON-INTEREST EXPENSE: Salaries and employee benefits Professional services Data processing fees Marketing and promotion Occupancy Regulatory costs Depreciation and amortization Office supplies and postage Other real estate costs Other Total non-interest expense Income before income taxes Income tax expense (benefit) Net income Preferred stock costs Net income available to common shareholders Basic earnings per common share Diluted earnings per common share 2012 2011 $ 16,750 $ 17,651 6,162 967 113 23,992 3,857 71 1,593 5,521 18,471 100 7,627 331 140 25,749 4,773 132 1,367 6,272 19,477 1,625 18,371 17,852 2,492 1,204 29,658 1,110 279 7,500 695 42,938 17,040 7,165 2,859 2,089 1,935 1,213 1,120 684 2,038 3,822 39,965 21,344 (5,280) 26,624 (1,462) 25,162 7.64 7.52 $ $ $ $ $ $ $ $ 2,218 1,282 11,285 1,427 2,830 - 1,195 20,237 14,972 4,307 2,673 1,559 2,028 1,742 1,172 590 2,295 2,521 33,859 4,230 22 4,208 (1,394) 2,814 0.86 0.86 See accompanying notes to consolidated financial statements. 40 BNCCORP, INC. Annual Report 2012 37 38 BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Comprehensive Income For the Years Ended December 31 (In thousands) NET INCOME Unrealized gain on securities available 2012 2011 $ 26,624 $ 4,208 for sale $ 2,614 $ 4,187 Reclassification adjustment for gain included in net income Other comprehensive income, before tax Income tax expense (benefit) related to items of other comprehensive income Other comprehensive income TOTAL COMPREHENSIVE INCOME (279) 2,335 (888) 1,447 1,447 $ 28,071 (2,830) 1,357 - 1,357 1,357 $ 5,565 NET INTEREST INCOME AFTER PROVISION FOR CREDIT 18,371 17,852 See accompanying notes to consolidated financial statements. BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Years Ended December 31 (In thousands, except per share data) 2012 2011 $ 16,750 $ 17,651 INTEREST INCOME: Interest and fees on loans Interest and dividends on investments - Taxable Tax-exempt Dividends Total interest income INTEREST EXPENSE: Deposits Short-term borrowings Subordinated debentures Total interest expense Net interest income PROVISION FOR CREDIT LOSSES LOSSES NON-INTEREST INCOME: Bank charges and service fees Wealth management revenues Mortgage banking revenues Gains on sales of loans, net Gain on sales of securities, net Insurance claim settlement Other Total non-interest income NON-INTEREST EXPENSE: Salaries and employee benefits Professional services Data processing fees Marketing and promotion Occupancy Regulatory costs Depreciation and amortization Office supplies and postage Other real estate costs Other Total non-interest expense Income before income taxes Income tax expense (benefit) Net income Preferred stock costs Net income available to common shareholders Basic earnings per common share Diluted earnings per common share 6,162 967 113 23,992 3,857 71 1,593 5,521 18,471 100 2,492 1,204 29,658 1,110 279 7,500 695 42,938 17,040 7,165 2,859 2,089 1,935 1,213 1,120 684 2,038 3,822 39,965 21,344 (5,280) 26,624 (1,462) 7,627 331 140 25,749 4,773 132 1,367 6,272 19,477 1,625 2,218 1,282 11,285 1,427 2,830 - 1,195 20,237 14,972 4,307 2,673 1,559 2,028 1,742 1,172 590 2,295 2,521 33,859 4,230 22 (1,394) 2,814 0.86 0.86 $ 4,208 $ $ $ $ 25,162 7.64 7.52 $ $ $ See accompanying notes to consolidated financial statements. 37 38 BNCCORP, INC. Annual Report 2012 41 BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity For the Years Ended December 31 (In thousands, except share data) BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the Years Ended December 31 (In thousands) Preferred Stock Common Stock Common Earnings Treasury Comprehensive Shares Amount Shares Amount Stock (Deficit) Stock Income Total Adjustments to reconcile net income to net cash provided by (used Capital Surplus Retained Accumulated Other OPERATING ACTIVITIES: Net income BALANCE, December 31, 2010 21,098 $ 20,486 3,304,339 $ 33 $ 27,036 $ (7,322) $ (5,069) $ 2,157 $ 37,321 Net income - - - Other comprehensive income - - - Preferred stock amortization, net Accrued dividend on preferred stock Impact of share-based compensation - 201 - - - - - - (3,332) - - - - - - 4,208 - - 4,208 - - - 1,357 1,357 - (201) - - - Net amortization of premiums and (discounts) - (1,193) - - (1,193) Share-based compensation 181 - (7) - 174 BALANCE, December 31, 2011 21,098 $ 20,687 3,301,007 $ 33 $ 27,217 $ (4,508) $ (5,076) $ 3,514 $ 41,867 Net income - - - - - 26,624 - - 26,624 Other comprehensive income - - - - - - - 1,447 1,447 Preferred stock amortization, net Accrued dividend on preferred - 201 - - - (201) - - - stock - - - - - (1,260) - - (1,260) Impact of share-based compensation - - (355) - 40 - 12 - 52 BALANCE, December 31, 2012 21,098 $ 20,888 3,300,652 $ 33 $ 27,257 $ 20,655 $ (5,064) $ 4,961 $ 68,730 See accompanying notes to consolidated financial statements in) operating activities - Provision for credit losses Provision for other real estate losses Depreciation and amortization Change in interest receivable and other assets, net Loss on disposals of bank premises and equipment, net (Gain) loss on sale of other real estate Net realized gain on sales of investment securities Provision (benefit) for deferred income taxes Change in other liabilities, net Gains on sales of loans, net Unrealized gain on mortgage banking derivatives Proceeds from sales of loans Funding of originations of loans held for sale Proceeds from sales of loans held for sale Fair value adjustment for loans held for sale Net cash provided by (used in) operating activities INVESTING ACTIVITIES: Purchases of investment securities Proceeds from sales of investment securities Proceeds from maturities of investment securities Purchases of Federal Reserve and Federal Home Loan Bank Stock Sales of Federal Reserve and Federal Home Loan Bank Stock Net decrease in participating interests in mortgage loans Cash used to finance divestiture Net (increase) decrease in loans held for investment Proceeds from sales of other real estate Additions to bank premises and equipment Proceeds from sales of bank premises and equipment Net cash provided by (used in) investing activities See accompanying notes to consolidated financial statements. 2012 2011 $ 26,624 $ 4,208 100 1,700 1,120 5,510 52 2,358 17 108 (279) (4,743) 189 (1,110) (4,923) 12,141 (1,168,092) 1,142,126 (650) 12,248 (113,244) 8,853 42,688 (481) 630 - - (7,786) 3,206 (1,042) 8 (67,168) 1,625 1,775 1,171 2,345 (652) 174 50 (62) (2,830) - - 4,381 (1,427) 14,831 (697,908) 660,480 (2,078) (13,917) (237,631) 100,439 33,435 (73) 185 4,888 (10,966) 36,887 6,900 (596) 2,793 (63,739) 42 BNCCORP, INC. Annual Report 2012 39 40 Preferred Stock Common Stock Common Earnings Treasury Comprehensive Shares Amount Shares Amount Stock (Deficit) Stock Income Total BALANCE, December 31, 2010 21,098 $ 20,486 3,304,339 $ 33 $ 27,036 $ (7,322) $ (5,069) $ 2,157 $ 37,321 Net income - - - - 4,208 - - 4,208 Other comprehensive income - - - - - - 1,357 1,357 Preferred stock amortization, net - 201 - - (201) - - - Accrued dividend on preferred stock Impact of share-based compensation - - - - (1,193) - - (1,193) - - (3,332) 181 - (7) - 174 BALANCE, December 31, 2011 21,098 $ 20,687 3,301,007 $ 33 $ 27,217 $ (4,508) $ (5,076) $ 3,514 $ 41,867 Net income - - - - - 26,624 - - 26,624 Other comprehensive income - - - - - - - 1,447 1,447 Preferred stock amortization, net - 201 - - - (201) - - - - - - - - stock - - - - - (1,260) - - (1,260) BALANCE, December 31, 2012 21,098 $ 20,888 3,300,652 $ 33 $ 27,257 $ 20,655 $ (5,064) $ 4,961 $ 68,730 - - (355) - 40 - 12 - 52 Accrued dividend on preferred Impact of share-based compensation See accompanying notes to consolidated financial statements BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Stockholders’ Equity For the Years Ended December 31 (In thousands, except share data) BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the Years Ended December 31 (In thousands) Capital Surplus Retained Accumulated Other OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by (used 2012 2011 $ 26,624 $ 4,208 in) operating activities - Provision for credit losses Provision for other real estate losses Depreciation and amortization Net amortization of premiums and (discounts) Share-based compensation Change in interest receivable and other assets, net Loss on disposals of bank premises and equipment, net (Gain) loss on sale of other real estate Net realized gain on sales of investment securities Provision (benefit) for deferred income taxes Change in other liabilities, net Gains on sales of loans, net Unrealized gain on mortgage banking derivatives Proceeds from sales of loans Funding of originations of loans held for sale Proceeds from sales of loans held for sale Fair value adjustment for loans held for sale Net cash provided by (used in) operating activities INVESTING ACTIVITIES: Purchases of investment securities Proceeds from sales of investment securities Proceeds from maturities of investment securities Purchases of Federal Reserve and Federal Home Loan Bank Stock Sales of Federal Reserve and Federal Home Loan Bank Stock Net decrease in participating interests in mortgage loans Cash used to finance divestiture Net (increase) decrease in loans held for investment Proceeds from sales of other real estate Additions to bank premises and equipment Proceeds from sales of bank premises and equipment Net cash provided by (used in) investing activities 100 1,700 1,120 5,510 52 2,358 17 108 (279) (4,743) 189 (1,110) (4,923) 12,141 (1,168,092) 1,142,126 (650) 12,248 (113,244) 8,853 42,688 (481) 630 - - (7,786) 3,206 (1,042) 8 (67,168) 1,625 1,775 1,171 2,345 174 (652) 50 (62) (2,830) - 4,381 (1,427) - 14,831 (697,908) 660,480 (2,078) (13,917) (237,631) 100,439 33,435 (73) 185 4,888 (10,966) 36,887 6,900 (596) 2,793 (63,739) See accompanying notes to consolidated financial statements. 39 40 BNCCORP, INC. Annual Report 2012 43 BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows, continued For the Years Ended December 31 (In thousands) FINANCING ACTIVITIES: Net decrease in deposits held for sale Net increase in deposits Net increase (decrease) in short-term borrowings Repayments of Federal Home Loan Bank advances Proceeds from Federal Home Loan Bank advances Net cash provided by (used in) financing activities NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, beginning of year CASH AND CASH EQUIVALENTS, end of year SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid Income taxes paid (received) SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Additions to other real estate in settlement of loans Loans sold in divestiture Deposits transferred in divestiture See accompanying notes to consolidated financial statements. 2012 2011 - 73,349 3,065 (10,810) 10,810 76,414 21,494 19,296 $ 40,790 $ (30,792) 22,590 (7,693) (1,050) 1,050 (15,895) (93,551) 112,847 19,296 $ 4,086 $ 707 $ $ 5,223 (391) $ $ $ - $ - $ - $ 6,052 65,688 76,654 BNCCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE 1. Description of Business and Significant Accounting Policies Description of Business BNCCORP, INC. (BNCCORP) is a registered bank holding company incorporated under the laws of Delaware. It is the parent company of BNC National Bank (together with its wholly owned subsidiary, BNC Insurance Services, Inc., collectively, the Bank). BNCCORP operates community banking and wealth management businesses in Arizona, Minnesota and North Dakota from 14 locations. The Bank also conducts mortgage banking from 12 locations in Arizona, Minnesota, Illinois, Kansas, Nebraska and Missouri. The consolidated financial statements included herein are for BNCCORP and its subsidiaries. The accounting and reporting policies of BNCCORP and its subsidiaries (collectively, the Company) conform to U.S. generally accepted accounting principles and general practices within the financial services industry. The more significant accounting policies are summarized below. Principles of Consolidation The accompanying consolidated financial statements include the accounts of BNCCORP and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the allowance for credit losses, valuation of other real estate, reserve for potential mortgage banking obligations, fair values of financial instruments (including derivatives), impairment of investments, income taxes, and the useful lives of premises and equipment. Ultimate results could differ from those estimates. CRITICAL ACCOUNTING POLICIES Critical accounting policies are significantly dependent on subjective assessments or estimates that may be susceptible to significant change. The following items have been identified as “critical accounting policies”. Allowance for Credit Losses The Bank maintains its allowance for credit losses at a level considered adequate to provide for probable losses related to the loan and lease portfolio as of the balance sheet dates. The loan and lease portfolio and other credit exposures are reviewed regularly to evaluate the adequacy of the allowance for credit losses. The methodology used to establish the allowance for credit losses incorporates quantitative and qualitative risk considerations. Quantitative factors include our historical loss experience, delinquency information, charge-off trends, collateral values, changes in nonperforming loans and other factors. Quantitative factors also incorporate known information about individual borrowers, including sensitivity to interest rate movements or other quantifiable external factors. Qualitative factors include the general economic environment, the state of certain industries and factors unique to our market areas. Size, complexity of individual credits, loan structure, variances from loan policies and pace of portfolio growth are other qualitative factors that are considered when we estimate the allowance for credit losses. Our methodology has been consistently applied. However, we enhance our methodology as circumstances dictate to keep pace with the complexity of the portfolio. The allowance for credit losses has three components as follows: 44 BNCCORP, INC. Annual Report 2012 41 42 BNCCORP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows, continued For the Years Ended December 31 (In thousands) FINANCING ACTIVITIES: Net decrease in deposits held for sale Net increase in deposits Net increase (decrease) in short-term borrowings Repayments of Federal Home Loan Bank advances Proceeds from Federal Home Loan Bank advances Net cash provided by (used in) financing activities CASH AND CASH EQUIVALENTS, beginning of year CASH AND CASH EQUIVALENTS, end of year SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid Income taxes paid (received) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Additions to other real estate in settlement of loans Loans sold in divestiture Deposits transferred in divestiture See accompanying notes to consolidated financial statements. 2012 2011 - 73,349 3,065 (10,810) 10,810 76,414 21,494 19,296 (30,792) 22,590 (7,693) (1,050) 1,050 (15,895) (93,551) 112,847 $ 40,790 $ 19,296 $ 4,086 $ 5,223 $ 707 $ (391) $ $ $ - $ - $ - $ 6,052 65,688 76,654 BNCCORP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements NOTE 1. Description of Business and Significant Accounting Policies Description of Business BNCCORP, INC. (BNCCORP) is a registered bank holding company incorporated under the laws of Delaware. It is the parent company of BNC National Bank (together with its wholly owned subsidiary, BNC Insurance Services, Inc., collectively, the Bank). BNCCORP operates community banking and wealth management businesses in Arizona, Minnesota and North Dakota from 14 locations. The Bank also conducts mortgage banking from 12 locations in Arizona, Minnesota, Illinois, Kansas, Nebraska and Missouri. The consolidated financial statements included herein are for BNCCORP and its subsidiaries. The accounting and reporting policies of BNCCORP and its subsidiaries (collectively, the Company) conform to U.S. generally accepted accounting principles and general practices within the financial services industry. The more significant accounting policies are summarized below. Principles of Consolidation The accompanying consolidated financial statements include the accounts of BNCCORP and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the allowance for credit losses, valuation of other real estate, reserve for potential mortgage banking obligations, fair values of financial instruments (including derivatives), impairment of investments, income taxes, and the useful lives of premises and equipment. Ultimate results could differ from those estimates. CRITICAL ACCOUNTING POLICIES Critical accounting policies are significantly dependent on subjective assessments or estimates that may be susceptible to significant change. The following items have been identified as “critical accounting policies”. Allowance for Credit Losses The Bank maintains its allowance for credit losses at a level considered adequate to provide for probable losses related to the loan and lease portfolio as of the balance sheet dates. The loan and lease portfolio and other credit exposures are reviewed regularly to evaluate the adequacy of the allowance for credit losses. The methodology used to establish the allowance for credit losses incorporates quantitative and qualitative risk considerations. Quantitative factors include our historical loss experience, delinquency information, charge-off trends, collateral values, changes in nonperforming loans and other factors. Quantitative factors also incorporate known information about individual borrowers, including sensitivity to interest rate movements or other quantifiable external factors. Qualitative factors include the general economic environment, the state of certain industries and factors unique to our market areas. Size, complexity of individual credits, loan structure, variances from loan policies and pace of portfolio growth are other qualitative factors that are considered when we estimate the allowance for credit losses. Our methodology has been consistently applied. However, we enhance our methodology as circumstances dictate to keep pace with the complexity of the portfolio. The allowance for credit losses has three components as follows: 41 42 BNCCORP, INC. Annual Report 2012 45 Specific Reserves. The amount of specific reserves is determined through a loan-by-loan analysis of problematic loans over a minimum size. Included in problem loans are non-accrual or renegotiated loans that meet the impairment criteria in FASB ASC 310. A loan is impaired when, based on current information, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Any allowance on impaired loans is generally based on one of three methods: the present value of expected cash flows at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral of the loan. Specific reserves may also be established for credits that have been internally classified as credits requiring management’s attention due to underlying problems in the borrower’s business or collateral concerns. Reserves for Homogeneous Loan Pools. The Bank makes a significant number of loans and leases that, due to their underlying similar characteristics, are assessed for loss as “homogeneous” pools. Included in the homogeneous pools are loans which have been excluded from the specific reserve allocation. Qualitative Reserve. Management also allocates reserves for other circumstances pertaining to the measurement period. The factors considered include, but are not limited to, prevailing trends, economic conditions, geographic influence, industry segments within the portfolio, management’s assessment of credit risk inherent in the loan portfolio, delinquency data, historical loss experience and peer-group information. Monitoring loans and analysis of loss components are the principal means by which management determines estimated credit losses are reflected in the Bank’s allowance for credit losses on a timely basis. Management also considers regulatory guidance in addition to the Bank’s own experience. Various regulatory agencies, as an integral part of their examination process, periodically review the allowance for credit losses. Such agencies may require additions to the allowance based on their judgment about information available to them at the time of their examination. Loans, leases and other extensions of credit deemed uncollectible are charged off against the allowance for losses. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is highly dependent upon variables affecting valuation, including appraisals of collateral, evaluations of performance as well as the amounts and timing of future cash flows expected to be received on impaired loans. These variables are reviewed periodically. Actual losses may vary from the current estimated allowance for credit losses. For nonperforming or impaired loans, appraisals are generally performed annually or whenever circumstances warrant a new appraisal. Management regularly evaluates the appraised value and costs to liquidate in order to estimate fair value. A provision for credit losses is made to adjust the allowance to the amount determined appropriate through application of the above processes. Income Taxes The Company files consolidated federal and unitary state income tax returns. The determination of current and deferred income taxes is based on analyses of many factors including interpretation of federal and state income tax laws, differences between tax and financial reporting basis of assets and liabilities, expected reversals of temporary differences, estimates of amounts due or owed and current financial accounting standards. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income taxes. Deferred income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Management assesses net deferred tax assets to determine whether they are realizable based upon accounting standards and specific facts and circumstances. A valuation allowance is established to reduce net deferred tax assets to amounts that are more likely than not expected to be realized. 46 BNCCORP, INC. Annual Report 2012 43 Other-Than-Temporary Impairment Declines in the fair value of individual available-for-sale or held-to-maturity securities below amortized cost, which are deemed other-than-temporary, could result in a charge to earnings and establishment of a new cost basis. Write-downs for other-than-temporary impairment are recorded in non-interest income as realized losses. The Company assesses available information about our securities to determine whether impairment is other-than- temporary. The information we consider includes, but is not limited to, the following: (cid:120) Recent and expected performance of the securities; (cid:120) Financial condition of issuers or guarantors; (cid:120) Seniority of invested tranches and subordinated credit support; (cid:120) Recent cash flows; (cid:120) Vintage of origination; (cid:120) Location of collateral; (cid:120) Ratings of securities (ratings are not relied upon); (cid:120) Value of underlying collateral; (cid:120) Delinquency and foreclosure data; (cid:120) Historical losses and estimated severity of future losses; (cid:120) Credit surveillance data which summarize retrospective performance; and (cid:120) Anticipated future cash flows and prospective performance assessments. Determining whether other-than-temporary impairment has occurred requires judgment of factors that may indicate an impairment loss has incurred. The Company adopted the guidance on other-than-temporary impairments Accounting Standards Codification (ASC) 320, Investments-Debt and Equity Securities, which amended the accounting for other-than-temporary impairments into credit-related and other factors. Any credit- related impairments are realized through a charge to earnings. The amount of non-credit related impairments is recognized through comprehensive income, net of income taxes. Note 6 to these consolidated financial statements includes a summary of investment securities in a loss position at December 31, 2012 and 2011. Fair Value Several accounting standards require recording assets and liabilities based on their fair values. Determining the fair value of assets and liabilities can be highly subjective. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value and establishes a framework for measuring fair value of assets and liabilities using a hierarchy system consisting of 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 that the Company has the ability to access. 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 significant assumptions are observable in the market. Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Management assigns a level to assets and liabilities accounted for at fair value and uses the methodologies prescribed by ASC 820 to determine fair value. 44 Specific Reserves. The amount of specific reserves is determined through a loan-by-loan analysis of problematic loans over a minimum size. Included in problem loans are non-accrual or renegotiated loans that meet the impairment criteria in FASB ASC 310. A loan is impaired when, based on current information, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Any allowance on impaired loans is generally based on one of three methods: the present value of expected cash flows at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral of the loan. Specific reserves may also be established for credits that have been internally classified as credits requiring management’s attention due to underlying problems in the borrower’s business or collateral concerns. Reserves for Homogeneous Loan Pools. The Bank makes a significant number of loans and leases that, due to their underlying similar characteristics, are assessed for loss as “homogeneous” pools. Included in the homogeneous pools are loans which have been excluded from the specific reserve allocation. Qualitative Reserve. Management also allocates reserves for other circumstances pertaining to the measurement period. The factors considered include, but are not limited to, prevailing trends, economic conditions, geographic influence, industry segments within the portfolio, management’s assessment of credit risk inherent in the loan portfolio, delinquency data, historical loss experience and peer-group information. Monitoring loans and analysis of loss components are the principal means by which management determines estimated credit losses are reflected in the Bank’s allowance for credit losses on a timely basis. Management also considers regulatory guidance in addition to the Bank’s own experience. Various regulatory agencies, as an integral part of their examination process, periodically review the allowance for credit losses. Such agencies may require additions to the allowance based on their judgment about information available to them at the time of their examination. Loans, leases and other extensions of credit deemed uncollectible are charged off against the allowance for losses. Subsequent recoveries, if any, are credited to the allowance. The allowance for credit losses is highly dependent upon variables affecting valuation, including appraisals of collateral, evaluations of performance as well as the amounts and timing of future cash flows expected to be received on impaired loans. These variables are reviewed periodically. Actual losses may vary from the current estimated allowance for credit losses. For nonperforming or impaired loans, appraisals are generally performed annually or whenever circumstances warrant a new appraisal. Management regularly evaluates the appraised value and costs to liquidate in order to estimate fair value. A provision for credit losses is made to adjust the allowance to the amount determined appropriate through application of the above processes. Income Taxes The Company files consolidated federal and unitary state income tax returns. The determination of current and deferred income taxes is based on analyses of many factors including interpretation of federal and state income tax laws, differences between tax and financial reporting basis of assets and liabilities, expected reversals of temporary differences, estimates of amounts due or owed and current financial accounting standards. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income taxes. Deferred income taxes are accounted for using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Management assesses net deferred tax assets to determine whether they are realizable based upon accounting standards and specific facts and circumstances. A valuation allowance is established to reduce net deferred tax assets to amounts that are more likely than not expected to be realized. 43 Other-Than-Temporary Impairment Declines in the fair value of individual available-for-sale or held-to-maturity securities below amortized cost, which are deemed other-than-temporary, could result in a charge to earnings and establishment of a new cost basis. Write-downs for other-than-temporary impairment are recorded in non-interest income as realized losses. The Company assesses available information about our securities to determine whether impairment is other-than- temporary. The information we consider includes, but is not limited to, the following: (cid:120) Recent and expected performance of the securities; (cid:120) Financial condition of issuers or guarantors; (cid:120) Recent cash flows; (cid:120) Seniority of invested tranches and subordinated credit support; (cid:120) Vintage of origination; (cid:120) Location of collateral; (cid:120) Ratings of securities (ratings are not relied upon); (cid:120) Value of underlying collateral; (cid:120) Delinquency and foreclosure data; (cid:120) Historical losses and estimated severity of future losses; (cid:120) Credit surveillance data which summarize retrospective performance; and (cid:120) Anticipated future cash flows and prospective performance assessments. Determining whether other-than-temporary impairment has occurred requires judgment of factors that may indicate an impairment loss has incurred. The Company adopted the guidance on other-than-temporary impairments Accounting Standards Codification (ASC) 320, Investments-Debt and Equity Securities, which amended the accounting for other-than-temporary impairments into credit-related and other factors. Any credit- related impairments are realized through a charge to earnings. The amount of non-credit related impairments is recognized through comprehensive income, net of income taxes. Note 6 to these consolidated financial statements includes a summary of investment securities in a loss position at December 31, 2012 and 2011. Fair Value Several accounting standards require recording assets and liabilities based on their fair values. Determining the fair value of assets and liabilities can be highly subjective. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value and establishes a framework for measuring fair value of assets and liabilities using a hierarchy system consisting of 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 that the Company has the ability to access. 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 significant assumptions are observable in the market. Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market and are used only to the extent that observable inputs are not available. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Management assigns a level to assets and liabilities accounted for at fair value and uses the methodologies prescribed by ASC 820 to determine fair value. 44 BNCCORP, INC. Annual Report 2012 47 OTHER SIGNIFICANT ACCOUNTING POLICIES Investment Securities Investment securities that the Bank intends to hold indefinitely as part of its asset/liability strategy, or that may be sold in response to changes in interest rates or prepayment risk are classified as available for sale. Available for sale securities are carried at fair value. Net unrealized gains and losses, net of deferred income taxes, on securities available for sale are reported as a separate component of stockholders’ equity until realized (see Comprehensive Income). All securities were classified as available for sale as of December 31, 2012 and 2011, except for Federal Reserve Bank (FRB) and the Federal Home Loan Bank (FHLB) stock, which have an indeterminable maturity. Investment securities that the Bank intends to hold until maturity are carried at cost, adjusted for amortization of premiums and accretion of discounts using a level yield method over the period to maturity. There were no such securities as of December 31, 2012 or 2011. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method. Dividend and interest income is recognized when earned. Realized gains and losses on the sale of investment securities are determined using the specific-identification method and recognized in non-interest income on the trade date. Federal Reserve Bank and Federal Home Loan Bank of Des Moines Stock Investments in FRB and FHLB stock are carried at cost, which approximates fair value. Loans Held For Sale-Mortgage Banking Loans held for sale-mortgage banking are accounted for at fair value pursuant to the fair value option permitted by FASB ASC 825, Financial Instruments. Gains and losses from the changes in fair value are included in mortgage banking revenue. Loans and Leases Loans and leases held for investment are stated at their outstanding principal amount net of unearned income, net of unamortized deferred fees and costs and an allowance for credit losses. Interest income is recognized on the accrual basis using the interest method prescribed in the loan agreement except when collectability is in doubt. Loans and leases are reviewed regularly by management and are placed on non-accrual status when the collection of interest or principal is 90 days or more past due, unless the loan or lease is adequately secured and in the process of collection. When a loan or lease is placed on non-accrual status, uncollected interest accrued in prior years is charged off against the allowance for credit losses, unless collection of the principal and interest is assured. Interest accrued in the current year is reversed against interest income in the current period. Interest payments received on non-accrual loans and leases are generally applied to principal unless the remaining principal balance has been determined to be fully collectible. Accrual of interest may be resumed when it is determined that all amounts due are expected to be collected and the loan has exhibited a sustained level of performance, generally at least six months. A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans are reviewed for impairment on an individual basis. Impaired loans are measured at the present value of expected future cash flows discounted at the loan’s initial effective interest rate. The fair value of collateral of an impaired collateral-dependent loan or an observable market price is also used as an alternative to discounting cash flows. If the measure of the impaired loan is less than the recorded investment in the loan, impairment will be recognized as a charge-off through the allowance for credit losses. Restructured loans are loans for which concessions, including a reduced interest rate or a deferral of interest or principal, have been granted due to the borrower’s weakened financial condition. Once a loan is restructured, interest is accrued at the restructured rates when no loss of principal is anticipated. A loan that has performed in accordance with restructured terms for one year is no longer reported as a restructured loan. Cash receipts on impaired loans are generally applied to principal except when the loan is well collateralized or there are other circumstances that support recognition of interest. When an impaired loan is in non-accrual status, cash receipts are applied to principal. Loan Origination Fees and Costs; Other Lending Fees For Loans and Leases Held for Investment, origination fees and costs incurred to extend credit are deferred and amortized over the term of the loan as an adjustment to yield using the interest method, except where the net amount is deemed to be immaterial. The Company occasionally originates lines of credit where the customer is charged a non-usage fee if the line of credit is not used. In such instances, we periodically review use of lines on a retrospective basis and recognize non-usage fees in non-interest income. Loan Servicing and Transfers of Financial Assets The Bank sells commercial business loans to third parties. The loans are generally sold on a non-recourse basis. Sold loans are not included in the accompanying consolidated balance sheets. The sales of loans are accounted for pursuant to FASB ASC 860, Transfers and Servicing. Premises and Equipment Land is carried at cost. Premises and equipment are reported at cost less accumulated depreciation and amortization. Depreciation and amortization for financial reporting purposes is charged to operating expense using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are up to 40 years for buildings and three to 10 years for furniture and equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvement. The costs of improvements are capitalized. Maintenance and repairs, as well as gains and losses on dispositions of premises and equipment, are included in non-interest income or expense as incurred. Other Real Estate Owned and Repossessed Property Real estate properties and other assets acquired through loan foreclosures are stated at the lower of carrying amount or fair value less estimated costs to sell. If the carrying amount of an asset acquired through foreclosure is in excess of the fair value less estimated costs to sell, the excess amount is charged to the allowance for credit losses. Fair value is primarily determined based upon appraisals of the assets involved and management periodically assesses appraised values to ascertain continued relevancy of the valuation. Subsequent declines in the estimated fair value, net operating results and gains and losses on disposition of the asset are included in other non-interest expense. Operating expenses of properties are charged to other real estate costs. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment periodically or whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. If impairment is identified, the assets are written down to their fair value through a charge to non-interest expense. There were no impairment charges in 2012 or 2011. 48 BNCCORP, INC. Annual Report 2012 45 46 OTHER SIGNIFICANT ACCOUNTING POLICIES Investment Securities Investment securities that the Bank intends to hold indefinitely as part of its asset/liability strategy, or that may be sold in response to changes in interest rates or prepayment risk are classified as available for sale. Available for sale securities are carried at fair value. Net unrealized gains and losses, net of deferred income taxes, on securities available for sale are reported as a separate component of stockholders’ equity until realized (see Comprehensive Income). All securities were classified as available for sale as of December 31, 2012 and 2011, except for Federal Reserve Bank (FRB) and the Federal Home Loan Bank (FHLB) stock, which have an indeterminable maturity. Investment securities that the Bank intends to hold until maturity are carried at cost, adjusted for amortization of premiums and accretion of discounts using a level yield method over the period to maturity. There were no such securities as of December 31, 2012 or 2011. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using the effective interest method. Dividend and interest income is recognized when earned. Realized gains and losses on the sale of investment securities are determined using the specific-identification method and recognized in non-interest income on the trade date. Federal Reserve Bank and Federal Home Loan Bank of Des Moines Stock Investments in FRB and FHLB stock are carried at cost, which approximates fair value. Loans Held For Sale-Mortgage Banking Loans held for sale-mortgage banking are accounted for at fair value pursuant to the fair value option permitted by FASB ASC 825, Financial Instruments. Gains and losses from the changes in fair value are included in mortgage banking revenue. Loans and Leases Loans and leases held for investment are stated at their outstanding principal amount net of unearned income, net of unamortized deferred fees and costs and an allowance for credit losses. Interest income is recognized on the accrual basis using the interest method prescribed in the loan agreement except when collectability is in doubt. Loans and leases are reviewed regularly by management and are placed on non-accrual status when the collection of interest or principal is 90 days or more past due, unless the loan or lease is adequately secured and in the process of collection. When a loan or lease is placed on non-accrual status, uncollected interest accrued in prior years is charged off against the allowance for credit losses, unless collection of the principal and interest is assured. Interest accrued in the current year is reversed against interest income in the current period. Interest payments received on non-accrual loans and leases are generally applied to principal unless the remaining principal balance has been determined to be fully collectible. Accrual of interest may be resumed when it is determined that all amounts due are expected to be collected and the loan has exhibited a sustained level of performance, generally at least six months. A loan is considered impaired when it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loans are reviewed for impairment on an individual basis. Impaired loans are measured at the present value of expected future cash flows discounted at the loan’s initial effective interest rate. The fair value of collateral of an impaired collateral-dependent loan or an observable market price is also used as an alternative to discounting cash flows. If the measure of the impaired loan is less than the recorded investment in the loan, impairment will be recognized as a charge-off through the allowance for credit losses. Restructured loans are loans for which concessions, including a reduced interest rate or a deferral of interest or principal, have been granted due to the borrower’s weakened financial condition. Once a loan is restructured, interest is accrued at the restructured rates when no loss of principal is anticipated. A loan that has performed in accordance with restructured terms for one year is no longer reported as a restructured loan. Cash receipts on impaired loans are generally applied to principal except when the loan is well collateralized or there are other circumstances that support recognition of interest. When an impaired loan is in non-accrual status, cash receipts are applied to principal. Loan Origination Fees and Costs; Other Lending Fees For Loans and Leases Held for Investment, origination fees and costs incurred to extend credit are deferred and amortized over the term of the loan as an adjustment to yield using the interest method, except where the net amount is deemed to be immaterial. The Company occasionally originates lines of credit where the customer is charged a non-usage fee if the line of credit is not used. In such instances, we periodically review use of lines on a retrospective basis and recognize non-usage fees in non-interest income. Loan Servicing and Transfers of Financial Assets The Bank sells commercial business loans to third parties. The loans are generally sold on a non-recourse basis. Sold loans are not included in the accompanying consolidated balance sheets. The sales of loans are accounted for pursuant to FASB ASC 860, Transfers and Servicing. Premises and Equipment Land is carried at cost. Premises and equipment are reported at cost less accumulated depreciation and amortization. Depreciation and amortization for financial reporting purposes is charged to operating expense using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are up to 40 years for buildings and three to 10 years for furniture and equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvement. The costs of improvements are capitalized. Maintenance and repairs, as well as gains and losses on dispositions of premises and equipment, are included in non-interest income or expense as incurred. Other Real Estate Owned and Repossessed Property Real estate properties and other assets acquired through loan foreclosures are stated at the lower of carrying amount or fair value less estimated costs to sell. If the carrying amount of an asset acquired through foreclosure is in excess of the fair value less estimated costs to sell, the excess amount is charged to the allowance for credit losses. Fair value is primarily determined based upon appraisals of the assets involved and management periodically assesses appraised values to ascertain continued relevancy of the valuation. Subsequent declines in the estimated fair value, net operating results and gains and losses on disposition of the asset are included in other non-interest expense. Operating expenses of properties are charged to other real estate costs. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment periodically or whenever events or changes in circumstances indicate that the carrying amount of any such asset may not be recoverable. If impairment is identified, the assets are written down to their fair value through a charge to non-interest expense. There were no impairment charges in 2012 or 2011. 45 46 BNCCORP, INC. Annual Report 2012 49 Securities Sold Under Agreements to Repurchase From time to time, the Bank enters into sales of securities under agreements to repurchase, generally for periods of less than 90 days. These agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the consolidated balance sheets as short-term borrowings. The costs of securities underlying the agreements remain in the asset accounts. Fair Values of Financial Instruments The Company is required to disclose the estimated fair value of financial instruments. Fair value estimates are subjective in nature, involving 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 are used by the Company in estimating fair value disclosures for its financial instruments. Cash and Cash Equivalents, Non-interest-Bearing Deposits and Demand Deposits. The carrying amounts approximate fair value due to the short maturity of the instruments. The fair value of deposits with no stated maturity, such as interest checking, savings and money market accounts, is equal to the amount payable on demand at the reporting date. The intangible value of long-term customer relationships with depositors is not taken into account in the fair values disclosed. Investment Securities Available for Sale. The fair value of the Company’s securities are 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 significant assumptions are observable in the market. Federal Reserve Bank and Federal Home Loan Bank Stock. The carrying amount of FRB and FHLB stock is their cost, which approximates fair value. Loans Held for Sale-Mortgage Banking. Loans held for sale-mortgage banking are accounted for at fair value pursuant to the fair value option permitted by FASB ASC 825, Financial Instruments. Comprehensive Income Accrued Interest Receivable. The fair value of accrued interest receivable equals the amount receivable due to the current nature of the amounts receivable. Derivative Financial Instruments. The fair value of the Company’s derivatives are 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 significant assumptions are observable in the market. Interest-Bearing Deposits. Fair values of interest-bearing deposit liabilities are estimated by discounting future cash flow payment streams using rates at which comparable current deposits with comparable maturities are being issued. Borrowings and Advances. The carrying amount of short-term borrowings approximates fair value due to the short maturity and the instruments’ floating interest rates, which are tied to market conditions. The fair values of long-term borrowings are estimated by discounting future cash flow payment streams using rates at which comparable borrowings are currently being offered. Accrued Interest Payable. The fair value of accrued interest payable equals the amount payable due to the current nature of the amounts payable. Guaranteed Preferred Beneficial Interests in Company’s Subordinated Debentures. The fair values of the Company’s subordinated debentures are estimated by discounting future cash flow payment streams using discount rates estimated to reflect those at which comparable instruments could currently be offered. Financial Instruments with Off-Balance-Sheet Risk. The fair values of the Company’s commitments to extend credit and commercial and standby letters of credit are estimated using fees currently charged to enter into similar agreements. Derivative Financial Instruments FASB ASC 815, Derivatives and Hedging, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. Accordingly, the Company records all derivatives at fair value. The Company enters into interest rate lock commitments on certain mortgage loans related to our mortgage banking operations on a best efforts basis, which are commitments to originate loans whereby the interest rate on the loan is determined prior to funding. The Company also has corresponding forward sales contracts related to these interest rate lock commitments. Both the mortgage loan commitments and the related forward sales contracts are accounted for as derivatives and carried at fair value with changes in fair value recorded in income. The Company also commits to originate and sell certain loans related to our mortgage banking operations on a mandatory delivery basis. To hedge interest rate risk the Company sells short positions in mortgage backed securities related to the loans sold on a mandatory delivery basis. The commitments to originate and short positions are accounted for as derivatives and carried at fair value with changes in fair value recorded in income. Earnings Per Share Basic earnings per share (EPS) excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the applicable period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Such potential dilutive instruments include stock options and contingently issuable stock. Note 24 to these consolidated financial statements includes disclosure of the Company’s EPS calculations. Comprehensive income is the total of net income and accumulated other comprehensive income, which for the Company, is generally comprised of unrealized gains and losses on securities available for sale and unrealized gains and losses on hedging instruments qualifying for cash flow hedge accounting treatment pursuant to FASB ASC 815. Cash and Cash Equivalents due from banks and federal funds sold. Share-Based Compensation For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand, cash FASB ASC 718 requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. At December 31, 2012, the Company had four stock-based employee compensation plans, which are described more fully in Note 27 to these consolidated financial statements. RECENTLY ISSUED OR ADOPTED ACCOUNTING PRONOUNCEMENTS FASB ASU 2010-20, Receivables (Topic 310), Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, requires significant new disclosures about the allowance for credit losses and the credit quality of financing receivables. The requirements are intended to enhance transparency regarding credit losses and the credit quality of loan and lease receivables. Under this statement, allowance for credit losses and fair value are to be disclosed by portfolio segment, while credit quality information, impaired financing receivables and nonaccrual status are to be presented by class of financing receivable. Disclosure of the nature and extent, the financial impact and segment information of troubled debt restructurings is required. The disclosures 50 BNCCORP, INC. Annual Report 2012 47 48 Securities Sold Under Agreements to Repurchase From time to time, the Bank enters into sales of securities under agreements to repurchase, generally for periods of less than 90 days. These agreements are treated as financings, and the obligations to repurchase securities sold are reflected as a liability in the consolidated balance sheets as short-term borrowings. The costs of securities underlying the agreements remain in the asset accounts. Fair Values of Financial Instruments The Company is required to disclose the estimated fair value of financial instruments. Fair value estimates are subjective in nature, involving 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 are used by the Company in estimating fair value disclosures for its financial instruments. Cash and Cash Equivalents, Non-interest-Bearing Deposits and Demand Deposits. The carrying amounts approximate fair value due to the short maturity of the instruments. The fair value of deposits with no stated maturity, such as interest checking, savings and money market accounts, is equal to the amount payable on demand at the reporting date. The intangible value of long-term customer relationships with depositors is not taken into account in the fair values disclosed. Investment Securities Available for Sale. The fair value of the Company’s securities are 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 significant assumptions are observable in the market. Federal Reserve Bank and Federal Home Loan Bank Stock. The carrying amount of FRB and FHLB stock is their cost, which approximates fair value. Loans Held for Sale-Mortgage Banking. Loans held for sale-mortgage banking are accounted for at fair value pursuant to the fair value option permitted by FASB ASC 825, Financial Instruments. Accrued Interest Receivable. The fair value of accrued interest receivable equals the amount receivable due to the current nature of the amounts receivable. Derivative Financial Instruments. The fair value of the Company’s derivatives are 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 significant assumptions are observable in the market. Financial Instruments with Off-Balance-Sheet Risk. The fair values of the Company’s commitments to extend credit and commercial and standby letters of credit are estimated using fees currently charged to enter into similar agreements. Derivative Financial Instruments FASB ASC 815, Derivatives and Hedging, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. Accordingly, the Company records all derivatives at fair value. The Company enters into interest rate lock commitments on certain mortgage loans related to our mortgage banking operations on a best efforts basis, which are commitments to originate loans whereby the interest rate on the loan is determined prior to funding. The Company also has corresponding forward sales contracts related to these interest rate lock commitments. Both the mortgage loan commitments and the related forward sales contracts are accounted for as derivatives and carried at fair value with changes in fair value recorded in income. The Company also commits to originate and sell certain loans related to our mortgage banking operations on a mandatory delivery basis. To hedge interest rate risk the Company sells short positions in mortgage backed securities related to the loans sold on a mandatory delivery basis. The commitments to originate and short positions are accounted for as derivatives and carried at fair value with changes in fair value recorded in income. Earnings Per Share Basic earnings per share (EPS) excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the applicable period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Such potential dilutive instruments include stock options and contingently issuable stock. Note 24 to these consolidated financial statements includes disclosure of the Company’s EPS calculations. Comprehensive Income Comprehensive income is the total of net income and accumulated other comprehensive income, which for the Company, is generally comprised of unrealized gains and losses on securities available for sale and unrealized gains and losses on hedging instruments qualifying for cash flow hedge accounting treatment pursuant to FASB ASC 815. Cash and Cash Equivalents For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash on hand, cash due from banks and federal funds sold. Interest-Bearing Deposits. Fair values of interest-bearing deposit liabilities are estimated by discounting future cash flow payment streams using rates at which comparable current deposits with comparable maturities are being issued. Share-Based Compensation FASB ASC 718 requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the fair value of the award on the grant date. Borrowings and Advances. The carrying amount of short-term borrowings approximates fair value due to the short maturity and the instruments’ floating interest rates, which are tied to market conditions. The fair values of long-term borrowings are estimated by discounting future cash flow payment streams using rates at which comparable borrowings are currently being offered. Accrued Interest Payable. The fair value of accrued interest payable equals the amount payable due to the current nature of the amounts payable. Guaranteed Preferred Beneficial Interests in Company’s Subordinated Debentures. The fair values of the Company’s subordinated debentures are estimated by discounting future cash flow payment streams using discount rates estimated to reflect those at which comparable instruments could currently be offered. At December 31, 2012, the Company had four stock-based employee compensation plans, which are described more fully in Note 27 to these consolidated financial statements. RECENTLY ISSUED OR ADOPTED ACCOUNTING PRONOUNCEMENTS FASB ASU 2010-20, Receivables (Topic 310), Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses, requires significant new disclosures about the allowance for credit losses and the credit quality of financing receivables. The requirements are intended to enhance transparency regarding credit losses and the credit quality of loan and lease receivables. Under this statement, allowance for credit losses and fair value are to be disclosed by portfolio segment, while credit quality information, impaired financing receivables and nonaccrual status are to be presented by class of financing receivable. Disclosure of the nature and extent, the financial impact and segment information of troubled debt restructurings is required. The disclosures 47 48 BNCCORP, INC. Annual Report 2012 51 In December 2012, the FASB issued for public comment a draft proposal designed to improve financial reporting about expected credit losses on loans and other financial assets held by banks, financial institutions and other organizations. The proposed ASU, Financial Instruments - Credit Losses, proposes a new accounting model which would change the definition from inherent credit losses to expected credit losses, which could result in more timely recognition of credit losses, and also would provide additional transparency about credit risk. Stakeholders have been asked to review and provide comments to the FASB on the proposal by April 30, 2013. RECLASSIFICATIONS Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on net income or stockholders’ equity. are to be presented at the level of disaggregation that management uses when assessing and monitoring the portfolio’s risk and performance. For BNCCORP, this ASU was effective as of December 31, 2011. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements other than changes to disclosures. See Note 9 to these consolidated financial statements. FASB ASU 2011-02, Receivables (Topic 310), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring, clarifies when the restructuring of a receivable should be considered a troubled debt restructuring (TDR). FASB issued the guidance in response to constituents’ concerns that creditors were inconsistently applying the guidance for indentifying TDRs. The ASU provides additional guidance for determining whether the creditor has granted a concession and whether the debtor is experiencing financial difficulty. For nonpublic companies, this ASU is effective for annual periods ending after December 15, 2012, including interim periods within those annual periods. Information related to this ASU and the related disclosures are included in Note 9 to these consolidated financial statements. In April 2011, the FASB issued ASU 2011-03, Transfers and Servicing (Topic 860), Reconsideration of Effective Control for Repurchase Agreements. Topic 860, Transfers and Servicing, prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repurchase agreements. That determination is based, in part, on whether the entity has maintained effective control over the transferred assets. The amendments in this ASU remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. Other criteria applicable to the assessment of effective control are not changed by the amendments in this ASU. This ASU is effective for the first interim or annual period beginning on or after December 15, 2011 and should be applied prospectively to transactions or modification of existing transactions that occur on or after the effective date. The adoption of this ASU in 2012 did not have a material impact on the Company’s consolidated financial statements. In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this ASU changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements in order to improve consistency in wording between U.S. GAAP and IFRS. For BNCCORP, this ASU is effective for annual periods beginning after December 15, 2011. The adoption of this ASU in 2012 did not have a material impact on the Company’s consolidated financial statements other than to change the disclosures relating to fair value measurements. In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (Topic 220), which requires companies to report total net income, each component of comprehensive income, and total comprehensive income on the face of the income statement, or as two consecutive statements. The components of comprehensive income are not changed, nor does the ASU affect how earnings per share is calculated or reported. This ASU is effective for fiscal years and interim periods beginning after December 15, 2012 for non- public companies. The adoption of this ASU in 2013 is not anticipated to have a material impact on the Company’s consolidated financial statements. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011—5(Topic 220). This ASU defers the requirement to separately present items reclassified out of accumulated other comprehensive income on the face of the statement of income. Instead, the proposed standard would require those adjustments be presented either within other comprehensive income of the comprehensive income statement or in the notes as U.S. GAAP currently requires. This ASU does not change the other requirements of the new standard, which become effective as originally planned. The effective date of this ASU is expected to be consistent with the newly issued standard on comprehensive income noted above. 52 BNCCORP, INC. Annual Report 2012 49 50 In December 2012, the FASB issued for public comment a draft proposal designed to improve financial reporting about expected credit losses on loans and other financial assets held by banks, financial institutions and other organizations. The proposed ASU, Financial Instruments - Credit Losses, proposes a new accounting model which would change the definition from inherent credit losses to expected credit losses, which could result in more timely recognition of credit losses, and also would provide additional transparency about credit risk. Stakeholders have been asked to review and provide comments to the FASB on the proposal by April 30, 2013. RECLASSIFICATIONS Certain amounts in the consolidated financial statements for the prior year have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on net income or stockholders’ equity. are to be presented at the level of disaggregation that management uses when assessing and monitoring the portfolio’s risk and performance. For BNCCORP, this ASU was effective as of December 31, 2011. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements other than changes to disclosures. See Note 9 to these consolidated financial statements. FASB ASU 2011-02, Receivables (Topic 310), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring, clarifies when the restructuring of a receivable should be considered a troubled debt restructuring (TDR). FASB issued the guidance in response to constituents’ concerns that creditors were inconsistently applying the guidance for indentifying TDRs. The ASU provides additional guidance for determining whether the creditor has granted a concession and whether the debtor is experiencing financial difficulty. For nonpublic companies, this ASU is effective for annual periods ending after December 15, 2012, including interim periods within those annual periods. Information related to this ASU and the related disclosures are included in Note 9 to these consolidated financial statements. In April 2011, the FASB issued ASU 2011-03, Transfers and Servicing (Topic 860), Reconsideration of Effective Control for Repurchase Agreements. Topic 860, Transfers and Servicing, prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repurchase agreements. That determination is based, in part, on whether the entity has maintained effective control over the transferred assets. The amendments in this ASU remove from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in the event of default by the transferee, and (2) the collateral maintenance implementation guidance related to that criterion. Other criteria applicable to the assessment of effective control are not changed by the amendments in this ASU. This ASU is effective for the first interim or annual period beginning on or after December 15, 2011 and should be applied prospectively to transactions or modification of existing transactions that occur on or after the effective date. The adoption of this ASU in 2012 did not have a material impact on the Company’s consolidated financial statements. In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The amendments in this ASU changes the wording used to describe the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements in order to improve consistency in wording between U.S. GAAP and IFRS. For BNCCORP, this ASU is effective for annual periods beginning after December 15, 2011. The adoption of this ASU in 2012 did not have a material impact on the Company’s consolidated financial statements other than to change the disclosures relating to fair value measurements. In June 2011, the FASB issued ASU 2011-05, Presentation of Comprehensive Income (Topic 220), which requires companies to report total net income, each component of comprehensive income, and total comprehensive income on the face of the income statement, or as two consecutive statements. The components of comprehensive income are not changed, nor does the ASU affect how earnings per share is calculated or reported. This ASU is effective for fiscal years and interim periods beginning after December 15, 2012 for non- public companies. The adoption of this ASU in 2013 is not anticipated to have a material impact on the Company’s consolidated financial statements. In December 2011, the FASB issued ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011—5(Topic 220). This ASU defers the requirement to separately present items reclassified out of accumulated other comprehensive income on the face of the statement of income. Instead, the proposed standard would require those adjustments be presented either within other comprehensive income of the comprehensive income statement or in the notes as U.S. GAAP currently requires. This ASU does not change the other requirements of the new standard, which become effective as originally planned. The effective date of this ASU is expected to be consistent with the newly issued standard on comprehensive income noted above. 49 50 BNCCORP, INC. Annual Report 2012 53 NOTE 2. Regulatory Capital and Current Operating Environment BNCCORP and the Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet capital requirements mandated by regulators can initiate certain mandatory and discretionary actions by regulators. Such actions, if undertaken, could have a direct material adverse effect on the Company’s financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, BNCCORP and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. With increasing frequency, regulators are imposing capital requirements that are specific to individual institutions. The requirements are generally above the statutory ratios. Actual capital amounts and ratios of BNCCORP and the Bank as of December 31 are presented in the tables below (dollars in thousands): Actual For Capital Adequacy Purposes To be Well Capitalized Amount in Excess of Well Capitalized Amount Ratio Amount Ratio Amount Ratio Amount Ratio 2012 Total Capital (to risk-weighted assets): Consolidated BNC National Bank Tier 1 Capital (to risk-weighted assets): Consolidated BNC National Bank Tier 1 Capital (to average assets): Consolidated BNC National Bank Tangible Equity (to total assets): Consolidated tangible equity BNC National Bank Tangible Common Equity (to total assets): Consolidated tangible common $ 90,766 22.43 % $ 32,371 (cid:149)8.0 % $ N/A N/A % $ N/A 84,003 21.06 31,905 (cid:149)8.0 39,881 10.0 44,122 N/A 11.06 % NOTE 3. Divestiture 82,908 78,954 82,908 78,954 68,690 84,330 20.49 19.80 11.17 10.68 8.92 10.97 16,185 15,953 29,679 29,579 N/A N/A (cid:149)4.0 (cid:149)4.0 (cid:149)4.0 (cid:149)4.0 N/A N/A N/A 23,929 N/A 36,973 N/A N/A N/A 6.0 N/A 5.0 N/A N/A N/A N/A 55,025 13.80 N/A N/A 41,981 5.68 N/A N/A N/A N/A equity 47,801 6.21 N/A N/A N/A N/A N/A N/A 2011 Total Capital (to risk-weighted assets): Consolidated BNC National Bank Tier 1 Capital (to risk-weighted assets): Consolidated BNC National Bank Tier 1 Capital (to average assets): Consolidated BNC National Bank Tangible Equity (to total assets): Consolidated tangible equity BNC National Bank Tangible Common Equity (to total assets): Consolidated tangible common $ 65,518 17.56 % $ 29,850 (cid:149)8.0 % $ N/A N/A % $ N/A N/A 67,853 18.22 29,799 (cid:149)8.0 37,249 10.0 30,604 8.22 % 51,138 13.71 63,124 16.95 51,138 63,124 41,803 67,028 7.59 9.41 6.28 10.12 14,925 14,899 26,938 26,831 N/A N/A (cid:149)4.0 (cid:149)4.0 (cid:149)4.0 (cid:149)4.0 N/A N/A N/A N/A N/A N/A 22,349 6.0 40,775 10.95 N/A N/A N/A N/A 33,539 5.0 29,585 4.41 N/A N/A N/A N/A N/A N/A N/A N/A In the current operating environment, management believes banking entities are regularly required to maintain capital ratios in excess of the statutory amounts required to be considered well capitalized. We are managing capital accordingly. table. Although Tangible Common Equity (TCE) is not a regulatory capital measure, TCE is a ratio that is commonly used to assess the capital strength of banking entities. Accordingly, we have included the ratio in the preceding The most recent notifications from the Office of the Comptroller of the Currency (OCC) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. Management believes the Bank remains well capitalized through the date for which subsequent events have been evaluated. In April 2010, BNCCORP entered into a memorandum of understanding that restricted payments related to its common stock, preferred stock, and debt. This memorandum was terminated in the fourth quarter of 2012. Accrued dividends on preferred stock are $3.7 million and accrued interest payable on debt is $4.8 million at December 31, 2012. Subsequent to year end, the Company began to bring these obligations current and as of February 15, 2013, we were current on the obligations. On March 11, 2011, the previously announced sale of certain assets and liabilities was consummated. The sale included the Company’s Scottsdale, Arizona branch premises; certain Arizona-based deposit accounts and loans; and certain deposit accounts and loans of the Company’s offices in Minneapolis and Golden Valley, Minnesota. The Company continues to offer a full range of banking services in the Arizona and Minnesota markets following the sale. The sale did not affect our North Dakota, wealth management, or mortgage banking operations. Loans sold in the sale were $65.7 million, deposits transferred were $76.7 million, and the sale of the Scottsdale branch was $2.8 million. There was no significant gain or loss incurred as a result of the divestiture. NOTE 4. Fraud Loss on Assets Serviced by Others As previously reported, the Company discovered fraudulent activity in April of 2010 by an external company that was servicing residential mortgage loans for the Company. Subsequently, the Company and its advisors have been diligently addressing this matter. In 2010, we submitted claims under our fidelity insurance policies seeking to recover the insured portion of these losses. The policies together provided for total coverage of $15 million. After we submitted the insurance claims, the insurance carriers contended our claims were not insurable and as a result we sued the insurance carriers for failure to honor the policies and for acting in bad faith. In the third quarter of 2012, we reached a settlement with the insurers and collected $7.5 million, which was recognized in non-interest income. After reflecting the contingent fee paid to advisors, the net pre-tax earnings from the settlement of this claim was approximately $5.0 million in 2012. NOTE 5. Restrictions on Cash and Cash Equivalents The Bank is required to maintain reserve balances in cash on hand or with the FRB. The required reserve balances were $0 as of December 31, 2012 and $25,000 as of December 31, 2011. equity 21,116 3.17 N/A N/A N/A N/A N/A N/A 54 BNCCORP, INC. Annual Report 2012 51 52 NOTE 2. Regulatory Capital and Current Operating Environment BNCCORP and the Bank are subject to various regulatory capital requirements administered by the Federal banking agencies. Failure to meet capital requirements mandated by regulators can initiate certain mandatory and discretionary actions by regulators. Such actions, if undertaken, could have a direct material adverse effect on the Company’s financial condition and results of operations. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, BNCCORP and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. With increasing frequency, regulators are imposing capital requirements that are specific to individual institutions. The requirements are generally above the statutory ratios. Actual capital amounts and ratios of BNCCORP and the Bank as of December 31 are presented in the tables below (dollars in thousands): Actual Purposes To be Well Capitalized For Capital Adequacy Amount in Excess of Well Capitalized Amount Ratio Amount Ratio Amount Ratio Amount Ratio $ 90,766 22.43 % $ 32,371 (cid:149)8.0 % $ N/A N/A % $ N/A N/A 84,003 21.06 31,905 (cid:149)8.0 39,881 10.0 44,122 11.06 % 2012 Total Capital (to risk-weighted assets): Consolidated BNC National Bank Tier 1 Capital (to risk-weighted assets): Consolidated BNC National Bank Tier 1 Capital (to average assets): Consolidated BNC National Bank Tangible Equity (to total assets): Consolidated tangible equity BNC National Bank Tangible Common Equity (to total Consolidated tangible common assets): equity 2011 Total Capital (to risk-weighted assets): Consolidated BNC National Bank Tier 1 Capital (to risk-weighted assets): Consolidated BNC National Bank Tier 1 Capital (to average assets): Consolidated BNC National Bank Tangible Equity (to total assets): Consolidated tangible equity BNC National Bank Tangible Common Equity (to total Consolidated tangible common assets): equity 82,908 78,954 82,908 78,954 68,690 84,330 20.49 19.80 11.17 10.68 8.92 10.97 51,138 13.71 63,124 16.95 51,138 63,124 41,803 67,028 7.59 9.41 6.28 10.12 47,801 6.21 N/A N/A N/A N/A N/A N/A $ 65,518 17.56 % $ 29,850 (cid:149)8.0 % $ N/A N/A % $ N/A N/A 67,853 18.22 29,799 (cid:149)8.0 37,249 10.0 30,604 8.22 % N/A 23,929 N/A 36,973 N/A N/A N/A 6.0 N/A 5.0 N/A N/A N/A N/A 55,025 13.80 N/A N/A 41,981 5.68 N/A N/A N/A N/A N/A N/A N/A N/A 22,349 6.0 40,775 10.95 N/A N/A N/A N/A 33,539 5.0 29,585 4.41 N/A N/A N/A N/A N/A N/A N/A N/A (cid:149)4.0 (cid:149)4.0 (cid:149)4.0 (cid:149)4.0 N/A N/A (cid:149)4.0 (cid:149)4.0 (cid:149)4.0 (cid:149)4.0 N/A N/A 16,185 15,953 29,679 29,579 N/A N/A 14,925 14,899 26,938 26,831 N/A N/A 51 21,116 3.17 N/A N/A N/A N/A N/A N/A In the current operating environment, management believes banking entities are regularly required to maintain capital ratios in excess of the statutory amounts required to be considered well capitalized. We are managing capital accordingly. Although Tangible Common Equity (TCE) is not a regulatory capital measure, TCE is a ratio that is commonly used to assess the capital strength of banking entities. Accordingly, we have included the ratio in the preceding table. The most recent notifications from the Office of the Comptroller of the Currency (OCC) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. Management believes the Bank remains well capitalized through the date for which subsequent events have been evaluated. In April 2010, BNCCORP entered into a memorandum of understanding that restricted payments related to its common stock, preferred stock, and debt. This memorandum was terminated in the fourth quarter of 2012. Accrued dividends on preferred stock are $3.7 million and accrued interest payable on debt is $4.8 million at December 31, 2012. Subsequent to year end, the Company began to bring these obligations current and as of February 15, 2013, we were current on the obligations. NOTE 3. Divestiture On March 11, 2011, the previously announced sale of certain assets and liabilities was consummated. The sale included the Company’s Scottsdale, Arizona branch premises; certain Arizona-based deposit accounts and loans; and certain deposit accounts and loans of the Company’s offices in Minneapolis and Golden Valley, Minnesota. The Company continues to offer a full range of banking services in the Arizona and Minnesota markets following the sale. The sale did not affect our North Dakota, wealth management, or mortgage banking operations. Loans sold in the sale were $65.7 million, deposits transferred were $76.7 million, and the sale of the Scottsdale branch was $2.8 million. There was no significant gain or loss incurred as a result of the divestiture. NOTE 4. Fraud Loss on Assets Serviced by Others As previously reported, the Company discovered fraudulent activity in April of 2010 by an external company that was servicing residential mortgage loans for the Company. Subsequently, the Company and its advisors have been diligently addressing this matter. In 2010, we submitted claims under our fidelity insurance policies seeking to recover the insured portion of these losses. The policies together provided for total coverage of $15 million. After we submitted the insurance claims, the insurance carriers contended our claims were not insurable and as a result we sued the insurance carriers for failure to honor the policies and for acting in bad faith. In the third quarter of 2012, we reached a settlement with the insurers and collected $7.5 million, which was recognized in non-interest income. After reflecting the contingent fee paid to advisors, the net pre-tax earnings from the settlement of this claim was approximately $5.0 million in 2012. NOTE 5. Restrictions on Cash and Cash Equivalents The Bank is required to maintain reserve balances in cash on hand or with the FRB. The required reserve balances were $0 as of December 31, 2012 and $25,000 as of December 31, 2011. BNCCORP, INC. Annual Report 2012 55 52 The amortized cost and estimated fair market value of available-for-sale securities classified according to their contractual maturities at December 31, 2012, were as follows (in thousands): Amortized Cost Estimated Fair Value Due in one year or less $ - $ - Due after one year through five years Due after five years through ten years Due after ten years Total 141 13,217 280,711 143 13,746 286,660 $ 294,069 $ 300,549 For many types of investments, the actual payments will vary significantly from contractual maturities. Securities carried at approximately $59.0 million and $73.7 million at December 31, 2012 and 2011, respectively, were pledged as collateral for public and trust deposits and borrowings, including borrowings from the FHLB and repurchase agreements with customers. Sales proceeds and gross realized gains and losses on available-for-sale securities were as follows for the years ended December 31 (in thousands): 2012 2011 Sales proceeds $ 8,853 $ 100,439 Gross realized gains Gross realized losses 279 - 3,348 (518) NOTE 6. Investment Securities Available For Sale Investment securities have been classified in the consolidated balance sheets according to management’s intent. The Company had no securities designated as trading or held-to-maturity in its portfolio at December 31, 2012 or 2011. The carrying amount of available-for-sale securities and their approximate fair values were as follows as of December 31 (in thousands): U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities issued by FNMA U.S. government agency small business administration pools guaranteed by SBA Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA or FHLMC Other collateralized mortgage obligations State and municipal bonds U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities issued by FNMA Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA or FHLMC Other collateralized mortgage obligations State and municipal bonds 2012 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value $ 60,673 $ 3,007 $ (93) $ 63,587 20,727 188 (307) 20,608 13,498 87 (31) 13,554 122,404 1,319 (708) 123,015 36,167 342 (98) 36,411 4,656 35,944 148 2,646 (1) (19) 4,803 38,571 $ 294,069 $ 7,737 $ (1,257) $ 300,549 2011 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value $ 57,912 $ 1,388 $ - $ 59,300 6,004 127,551 13,169 169 837 169 (2) 6,171 (841) 127,547 (17) 13,321 11,179 22,670 238,485 $ 313 2,134 5,010 $ (5) - (865) 11,487 24,804 $ 242,630 $ 56 BNCCORP, INC. Annual Report 2012 53 54 The amortized cost and estimated fair market value of available-for-sale securities classified according to their contractual maturities at December 31, 2012, were as follows (in thousands): Amortized Cost Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Total $ $ - 141 13,217 280,711 294,069 $ $ Estimated Fair Value - 143 13,746 286,660 300,549 For many types of investments, the actual payments will vary significantly from contractual maturities. Securities carried at approximately $59.0 million and $73.7 million at December 31, 2012 and 2011, respectively, were pledged as collateral for public and trust deposits and borrowings, including borrowings from the FHLB and repurchase agreements with customers. Sales proceeds and gross realized gains and losses on available-for-sale securities were as follows for the years ended December 31 (in thousands): Sales proceeds Gross realized gains Gross realized losses $ 2012 8,853 279 - 2011 $ 100,439 3,348 (518) NOTE 6. Investment Securities Available For Sale Investment securities have been classified in the consolidated balance sheets according to management’s intent. The Company had no securities designated as trading or held-to-maturity in its portfolio at December 31, 2012 or 2011. The carrying amount of available-for-sale securities and their approximate fair values were as follows as of December 31 (in thousands): U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities issued by FNMA U.S. government agency small business administration pools guaranteed by SBA Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA or FHLMC obligations Other collateralized mortgage State and municipal bonds U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities issued by FNMA Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA or FHLMC obligations Other collateralized mortgage Amortized Unrealized Unrealized Cost Losses Fair Value Gross Estimated 2012 Gross Gains $ 60,673 $ 3,007 $ (93) $ 63,587 20,727 188 (307) 20,608 13,498 87 (31) 13,554 122,404 1,319 (708) 123,015 36,167 342 (98) 36,411 4,656 35,944 148 2,646 (1) (19) 4,803 38,571 $ 294,069 $ 7,737 $ (1,257) $ 300,549 Amortized Unrealized Unrealized Cost Losses Fair Value Gross Estimated 2011 Gross Gains $ 57,912 $ 1,388 $ - $ 59,300 6,004 127,551 13,169 11,179 22,670 169 837 169 313 (2) 6,171 (841) 127,547 (17) (5) 13,321 11,487 24,804 State and municipal bonds 2,134 - $ 238,485 $ 5,010 $ (865) $ 242,630 53 54 BNCCORP, INC. Annual Report 2012 57 The following table shows the Company’s investments’ gross unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31 (in thousands): Less than 12 months 12 months or more 2012 Description of Securities # Fair Value Unrealized Loss # Fair Value Unrealized Loss # Total Fair Value Unrealized Loss U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities issued by FNMA U.S. government agency small business administration pools guaranteed by SBA Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA or FHLMC Other collateralized mortgage 2 $ 9,238 $ (93) - $ - $ - 2 $ 9,238 $ (93) Total $ 2,601 $ 2,750 2 15,398 (304) 1 53 (3) 3 15,451 (307) There is no contractual maturity on these investments; the investments are required by counterparties. 1 3,348 (31) - - - 1 3,348 (31) 6 36,023 (329) 4 16,601 (379) 10 52,624 (708) 2 8,498 (98) - - - 2 8,498 (98) There were no securities that were other-than-temporarily impaired during 2012 or 2011. NOTE 7. Federal Reserve Bank and Federal Home Loan Bank of Des Moines Stock The carrying amounts of FRB and FHLB stock, which approximate their fair values, consisted of the following as of December 31 (in thousands): Federal Reserve Bank Stock, at cost Federal Home Loan Bank of Des Moines Stock, at cost 795 944 2012 2011 $ 1,806 $ 1,806 obligations 1 602 (1) - - - State and municipal bonds 2 4,103 (19) - - - 1 2 602 (1) 4,103 (19) Total temporarily impaired securities 16 $ 77,210 $ (875) 5 $ 16,654 $ (382) 21 $ 93,864 $ (1,257) Description of Securities # Fair Value Unrealized Loss # Fair Value Unrealized Loss # Fair Value Unrealized Loss Less than 12 months 12 months or more Total 2011 U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities issued by FNMA Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA or FHLMC Other collateralized mortgage - $ - $ - - $ - - - $ - $ - $ - - - 1 55 (2) 1 55 (2) 16 73,619 (841) - - - 16 73,619 (841) 1 4,679 (17) - - - 1 4,679 (17) obligations 1 233 (5) State and municipal bonds - - - - - - - 1 233 - - - (5) - Total temporarily impaired securities 18 $ 78,531 $ (863) 1 $ 55 $ (2) 19 $ 78,586 $ (865) Management regularly evaluates each security with unrealized losses to determine whether losses are other–than- temporary. When the evaluation is performed, management considers several factors including, but not limited to, the amount of the unrealized loss, the length of time the security has been in a loss position, guarantees provided by third parties, ratings on the security, cash flow from the security, the level of credit support provided by subordinate tranches, and the collateral underlying the security. 58 BNCCORP, INC. Annual Report 2012 55 56 NOTE 8. Loans and Leases The composition of loans and leases is as follows at December 31 (in thousands): Loans held for sale-mortgage banking $ 95,095 $ 68,622 2012 2011 Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction Unearned income and net unamortized deferred (fees) and costs Loans, net of unearned income and unamortized (fees) and costs Allowance for credit losses Net loans and leases held for $ 116,891 $ 109,746 87,258 15,823 26,614 31,065 11,814 289,465 115,704 9,958 23,038 29,350 5,545 293,341 4 (130) 289,469 (10,091) 293,211 (10,630) investment $ 279,378 $ 282,581 The following table shows the Company’s investments’ gross unrealized losses and fair value aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31 (in thousands): Less than 12 months 12 months or more 2012 Description of Securities # Fair Value Unrealized Loss # Fair Value Unrealized Loss # Total Fair Value Unrealized Loss U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities U.S. government agency small business administration pools guaranteed by SBA Collateralized mortgage obligations guaranteed by Collateralized mortgage obligations issued by FNMA or FHLMC Other collateralized mortgage Total temporarily impaired securities U.S. government agency mortgage-backed securities guaranteed by GNMA U.S. government agency mortgage-backed securities Collateralized mortgage obligations guaranteed by GNMA/VA Collateralized mortgage obligations issued by FNMA or FHLMC Other collateralized mortgage Total temporarily impaired securities 2 $ 9,238 $ (93) - $ - $ - 2 $ 9,238 $ (93) issued by FNMA 2 15,398 (304) 1 53 (3) 3 15,451 (307) 1 3,348 (31) - - - 1 3,348 (31) GNMA/VA 6 36,023 (329) 4 16,601 (379) 10 52,624 (708) 2 8,498 (98) - - - 2 8,498 (98) obligations 1 602 (1) - - - State and municipal bonds 2 4,103 (19) - - - 1 2 602 (1) 4,103 (19) 16 $ 77,210 $ (875) 5 $ 16,654 $ (382) 21 $ 93,864 $ (1,257) Description of Securities # Fair Value Unrealized Loss # Fair Value Unrealized Loss # Fair Value Unrealized Loss Less than 12 months 12 months or more Total 2011 - $ - $ - - $ - - - $ - $ - issued by FNMA - - - 1 55 (2) 1 55 (2) 16 73,619 (841) - - - 16 73,619 (841) 1 4,679 (17) - - - 1 4,679 (17) obligations 1 233 (5) - - 1 233 State and municipal bonds - - - - - - - - (5) - 18 $ 78,531 $ (863) 1 $ 55 (2) 19 $ 78,586 $ (865) Management regularly evaluates each security with unrealized losses to determine whether losses are other–than- temporary. When the evaluation is performed, management considers several factors including, but not limited to, the amount of the unrealized loss, the length of time the security has been in a loss position, guarantees provided by third parties, ratings on the security, cash flow from the security, the level of credit support provided by subordinate tranches, and the collateral underlying the security. $ $ There were no securities that were other-than-temporarily impaired during 2012 or 2011. NOTE 7. Federal Reserve Bank and Federal Home Loan Bank of Des Moines Stock The carrying amounts of FRB and FHLB stock, which approximate their fair values, consisted of the following as of December 31 (in thousands): Federal Reserve Bank Stock, at cost Federal Home Loan Bank of Des Moines Stock, at cost Total 2012 1,806 795 2,601 $ $ 2011 1,806 944 2,750 $ $ There is no contractual maturity on these investments; the investments are required by counterparties. NOTE 8. Loans and Leases The composition of loans and leases is as follows at December 31 (in thousands): Loans held for sale-mortgage banking $ 95,095 $ 68,622 2012 2011 Commercial and industrial Commercial real estate SBA Consumer Land and land development Construction Unearned income and net unamortized deferred (fees) and costs Loans, net of unearned income and unamortized (fees) and costs Allowance for credit losses Net loans and leases held for $ 116,891 $ 109,746 87,258 15,823 26,614 31,065 11,814 289,465 115,704 9,958 23,038 29,350 5,545 293,341 4 (130) 289,469 (10,091) 293,211 (10,630) investment $ 279,378 $ 282,581 55 56 BNCCORP, INC. Annual Report 2012 59 Loans to Related Parties Note 22 to these consolidated financial statements includes information relating to loans to executive officers, directors, principal shareholders and associates of such persons. NOTE 9. Allowance for Credit Losses Transactions in the allowance for credit losses were as follows for the years ended December 31 (in thousands): Loans Pledged as Collateral The table below presents loans pledged as collateral to the Federal Home Loan Bank, Federal Reserve Bank, and the Bank of North Dakota as of December 31(in thousands): Commercial and industrial Commercial real estate Consumer 2012 2011 $ 20,704 $ 23,861 46,991 14,855 45,246 14,822 $ 82,550 $ 83,929 Commercial and Commercial Land and land industrial real estate SBA Consumer development Construction Total of period $ 1,639 $ 5,518 $ 436 $ 448 $ 2,508 $ 81 $ 10,630 966 (70) 11 1 (767) 38 178 (10) 12 (26) (58) 18 (1,086) 67 100 - - (905) 187 - 266 period $ 2,546 $ 4,790 $ 616 $ 382 $ 1,609 $ 148 $ 10,091 2012 2011 Commercial and Commercial Land and land industrial real estate SBA Consumer development Construction Total of period $ 1,362 $ 9,818 $ 407 $ 1,182 $ 1,939 $ 57 $ 14,765 231 (83) 49 (257) (4,549) 506 113 (105) 21 281 (1,049) 34 1,233 (731) 24 1,625 - (6,517) 67 - 677 1,559 5,518 436 448 2,508 81 10,550 80 - - - - - 80 $ 1,639 $ 5,518 $ 436 $ 448 $ 2,508 $ 81 $ 10,630 Balance, beginning Provision for credit losses Loans charged off Loan recoveries Balance, end of Balance, beginning Provision for credit losses Loans charged off Loan recoveries Transferred to other loans held for sale Balance, end of period 60 BNCCORP, INC. Annual Report 2012 57 58 Loans to Related Parties Note 22 to these consolidated financial statements includes information relating to loans to executive officers, directors, principal shareholders and associates of such persons. NOTE 9. Allowance for Credit Losses Transactions in the allowance for credit losses were as follows for the years ended December 31 (in thousands): The table below presents loans pledged as collateral to the Federal Home Loan Bank, Federal Reserve Bank, and the Bank of North Dakota as of December 31(in thousands): Loans Pledged as Collateral Commercial and industrial Commercial real estate Consumer 2012 2011 $ 20,704 $ 23,861 46,991 14,855 45,246 14,822 $ 82,550 $ 83,929 Commercial and industrial Commercial real estate Balance, beginning 2012 Land and land SBA Consumer development Construction Total of period $ 1,639 $ 5,518 $ 436 $ 448 $ 2,508 $ 81 $ 10,630 Provision for credit losses Loans charged off Loan recoveries Balance, end of 966 (70) 11 1 (767) 38 178 (10) 12 (26) (58) 18 (1,086) 67 100 - - (905) 187 - 266 period $ 2,546 $ 4,790 $ 616 $ 382 $ 1,609 $ 148 $ 10,091 Commercial and industrial Commercial real estate Balance, beginning 2011 Land and land SBA Consumer development Construction Total of period $ 1,362 $ 9,818 $ 407 $ 1,182 $ 1,939 $ 57 $ 14,765 Provision for credit losses Loans charged off Loan recoveries Transferred to other loans held for sale Balance, end of period 231 (83) 49 1,559 (257) (4,549) 506 5,518 113 (105) 21 436 281 (1,049) 34 448 1,233 (731) 67 2,508 24 - - 81 1,625 (6,517) 677 10,550 80 - - - - - 80 $ 1,639 $ 5,518 $ 436 $ 448 $ 2,508 $ 81 $ 10,630 57 58 BNCCORP, INC. Annual Report 2012 61 Performing and non-accrual loans The Bank’s key credit quality indicator is the loan’s performance status, defined as accrual or non-accrual. Performing loans are considered to have a lower risk of loss and are on accrual status. Non-accrual loans include loans on which the accrual of interest has been discontinued. Accrual of interest is discontinued when we believe that the borrower’s financial condition is such that the collection of principal and interest is doubtful. A delinquent loan is generally placed on non-accrual status when it becomes 90 days or more past due unless the loan is well secured and in the process of collection. When a loan is placed on non-accrual status, accrued but uncollected interest income applicable to the current reporting period is reversed against interest income. Accrued but uncollected interest income applicable to previous reporting periods is charged against the allowance for credit losses. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain. Delinquent balances are determined based on the contractual terms of the loan adjusted for charge-offs and payments applied to principal. The following table sets forth information regarding the Bank’s performing and non-accrual loans at December 31 (in thousands): Current 31-89 Days Past Due 90 Days or More Past Due and Total Performing 2012 Non-accrual Total Land and land development 29,350 - Commercial and industrial: Business loans $ 64,390 $ 3 $ - $ 64,393 $ 3,211 $ 67,604 Agriculture Owner-occupied 16,319 - - 16,319 - 16,319 commercial real estate 32,968 - - 32,968 - 32,968 Loans held for sale 68,622 - - 68,622 - 68,622 Commercial real estate 82,761 - - 82,761 4,497 87,258 SBA Consumer: Automobile Home equity 1st mortgage Other 15,823 - - 15,823 - 15,823 Total gross loans $ 355,600 $ 194 $ - $ 355,794 $ 6,169 $ 361,963 5,762 58 - 5,820 - 5,820 3,779 - - 3,779 - 3,779 9,462 - - 9,462 - 9,462 7,534 8 11 7,553 - 7,553 Land and land development 28,273 - - 28,273 2,792 31,065 Construction Total loans held for investment 11,814 - - 11,814 - 11,814 278,885 69 11 278,965 10,500 289,465 Loans held for sale 95,094 - 1 95,095 - 95,095 Total gross loans $ 373,979 $ 69 $ 12 $ 374,060 $ 10,500 $ 384,560 2011 90 Days or 31-89 Days More Past Due Total Current Past Due and Accruing Performing Non-accrual Total $ 62,952 $ 1 $ - $ 62,953 $ 247 $ 63,200 13,060 64 - 13,124 - 13,124 Commercial and industrial: Business loans Agriculture Owner-occupied SBA Consumer: Automobile Home equity 1st mortgage Other Construction Total loans held for investment commercial real estate 33,422 Commercial real estate 110,597 - 9,958 - - 33,422 - 110,597 5,107 9,958 - 33,422 115,704 9,958 - - - - - - - - - 3,082 - 3,347 - 9,257 121 6,408 8 5,545 - 3,082 - 3,347 - 3,082 3,347 9,378 815 10,193 6,416 - 29,350 - 5,545 - 6,416 29,350 5,545 286,978 194 - 287,172 6,169 293,341 The following table indicates the effect on income if interest on non-accrual loans outstanding at year end had been recognized at original contractual rates during the year ended December 31 (in thousands): Interest income that would have been recorded Interest income recorded Effect on interest income Impaired loans 2012 2011 $ 228 $ 406 - 4 $ 228 $ 402 Impaired loans include loans the Bank will not be able to collect all amounts due in accordance with the terms of the loan agreement. Impaired loans include non-accruing and loans that have been modified in a troubled debt restructuring. All loans are individually reviewed for impairment. The following table summarizes impaired loans and related allowances as of and for the years ended December 31, 2012 and 2011 (in thousands): 62 BNCCORP, INC. Annual Report 2012 59 60 Performing and non-accrual loans The Bank’s key credit quality indicator is the loan’s performance status, defined as accrual or non-accrual. Performing loans are considered to have a lower risk of loss and are on accrual status. Non-accrual loans include loans on which the accrual of interest has been discontinued. Accrual of interest is discontinued when we believe that the borrower’s financial condition is such that the collection of principal and interest is doubtful. A delinquent loan is generally placed on non-accrual status when it becomes 90 days or more past due unless the loan is well secured and in the process of collection. When a loan is placed on non-accrual status, accrued but uncollected interest income applicable to the current reporting period is reversed against interest income. Accrued but uncollected interest income applicable to previous reporting periods is charged against the allowance for credit losses. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain. Delinquent balances are determined based on the contractual terms of the loan adjusted for charge-offs and payments applied to principal. The following table sets forth information regarding the Bank’s performing and non-accrual loans at December 31 (in thousands): 31-89 Days 90 Days or More Total 2012 Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other 31-89 Days Past Due 90 Days or More Past Due and Accruing Total Performing Current Non-accrual Total 2011 $ 62,952 $ 1 $ - $ 62,953 $ 247 $ 63,200 13,060 64 - 13,124 - 13,124 33,422 110,597 - - 9,958 - 3,082 - 3,347 - 9,257 121 6,408 8 5,545 - - - - - - - - - - 33,422 110,597 - 5,107 9,958 - 33,422 115,704 9,958 3,082 - 3,347 - 3,082 3,347 9,378 815 10,193 6,416 - 29,350 - 5,545 - 6,416 29,350 5,545 286,978 194 - 287,172 6,169 293,341 Commercial and industrial: Agriculture Owner-occupied SBA Consumer: Automobile Home equity 1st mortgage Other Construction Total loans held for investment Current Past Due Past Due and Performing Non-accrual Total Land and land development 29,350 - Business loans $ 64,390 $ 3 $ - $ 64,393 $ 3,211 $ 67,604 16,319 - - 16,319 - 16,319 Construction Total loans held for investment commercial real estate 32,968 - - 32,968 - 32,968 Loans held for sale 68,622 - - 68,622 - 68,622 Commercial real estate 82,761 - - 82,761 4,497 87,258 15,823 - - 15,823 - 15,823 Total gross loans $ 355,600 $ 194 $ - $ 355,794 $ 6,169 $ 361,963 5,762 58 - 5,820 - 5,820 3,779 - - 3,779 - 3,779 9,462 - - 9,462 - 9,462 7,534 8 11 7,553 - 7,553 Land and land development 28,273 - - 28,273 2,792 31,065 11,814 - - 11,814 - 11,814 278,885 69 11 278,965 10,500 289,465 Loans held for sale 95,094 - 1 95,095 - 95,095 Total gross loans $ 373,979 $ 69 $ 12 $ 374,060 $ 10,500 $ 384,560 The following table indicates the effect on income if interest on non-accrual loans outstanding at year end had been recognized at original contractual rates during the year ended December 31 (in thousands): Interest income that would have been recorded Interest income recorded Effect on interest income 2012 2011 $ 228 $ 406 - 4 $ 228 $ 402 Impaired loans Impaired loans include loans the Bank will not be able to collect all amounts due in accordance with the terms of the loan agreement. Impaired loans include non-accruing and loans that have been modified in a troubled debt restructuring. All loans are individually reviewed for impairment. The following table summarizes impaired loans and related allowances as of and for the years ended December 31, 2012 and 2011 (in thousands): 59 60 BNCCORP, INC. Annual Report 2012 63 2012 Unpaid Principal Recorded Investment Related Allowance Average Recorded Balance Interest Income Recognized $ 3,220 $ 3,201 $ 601 $ 3,204 $ - - - - - - - - - 6,857 4,497 1,200 4,640 - - - - - - - - 661 - - - - - - - - - - - - - - 661 300 661 - - - - - - - - - - - - - - - - - $ 10,738 $ 8,359 $ 2,101 $ 8,505 $ - $ - $ - $ - $ - $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Impaired loans with an allowance recorded: Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Total impaired loans with an allowance recorded Impaired loans without an allowance recorded: Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Construction Loans held for sale Total impaired loans without an allowance recorded TOTAL IMPAIRED LOANS Land and land development 2,130 2,130 - 2,130 $ $ 2,130 $ 2,130 12,868 $ 10,489 $ $ - $ 2,130 2,101 $ 10,635 $ $ - - debt restructuring. Impaired loans with an allowance recorded: Commercial and industrial: Owner-occupied commercial real estate Commercial real estate Business loans Agriculture SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Total impaired loans with an allowance Impaired loans without an allowance recorded: Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Total impaired loans without an allowance recorded TOTAL IMPAIRED LOANS 2011 Unpaid Principal Recorded Investment Related Allowance Average Recorded Balance Interest Income Recognized $ 232 $ 220 $ 220 $ 227 $ - - 7,206 - - - - - - - - - - 5,107 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 777 - - - - - - - - - - - - - - - - - - - - - 5,238 - - - - - - - - - - - - - - - - - - - - $ - $ - $ - $ $ - - - 4 - - - - - - - - - - - - - - - - - - - - $ - $ - $ - $ 7,438 $ 5,327 $ 997 $ $ - 5,465 $ $ - 4 recorded $ 7,438 $ 5,327 $ 997 $ 5,465 $ 4 Troubled Debt Restructuring (TDR) Included in loans receivable, net, are certain loans that have been modified in order to maximize collection of loan balances. If the Company, for legal or economic reasons related to the borrower’s financial difficulties, grants a concession compared to the original terms and conditions of the loan, the modified loan is considered a troubled During 2012, the Company adopted FASB ASU No. 2011-02, Receivables (Topic 310), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring, which modified guidance for identifying restructurings of receivables that constitute a TDR. No additional loans modified since December 31, 2011, were identified as TDR’s as a result of adopting these provisions. 64 BNCCORP, INC. Annual Report 2012 61 62 Impaired loans with an allowance recorded: Commercial and industrial: Owner-occupied commercial real estate Commercial real estate Business loans Agriculture SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Total impaired loans with an allowance recorded Impaired loans without an allowance recorded: Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Construction Loans held for sale Total impaired loans without an allowance recorded TOTAL IMPAIRED LOANS 2012 Unpaid Principal Recorded Investment Related Allowance Average Recorded Balance Interest Income Recognized $ 3,220 $ 3,201 $ 601 $ 3,204 $ - - - - - - - - - 6,857 4,497 1,200 4,640 - - - - - - - - 661 - - - - - - - - - - - - - - 661 300 661 - - - - - - $ 10,738 $ 8,359 $ 2,101 $ 8,505 $ - $ - $ - $ - $ - $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ $ 2,130 $ 2,130 - $ 2,130 12,868 $ 10,489 2,101 $ 10,635 $ $ $ $ - - Land and land development 2,130 2,130 - 2,130 Impaired loans with an allowance recorded: Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Total impaired loans with an allowance 2011 Unpaid Principal Recorded Investment Related Allowance Average Recorded Balance Interest Income Recognized $ 232 - - 7,206 - $ 220 $ - - 5,107 - 220 $ - - 777 - 227 - - 5,238 - $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 - - - - - - - - recorded $ 7,438 $ 5,327 $ 997 $ 5,465 $ 4 Impaired loans without an allowance recorded: Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Total impaired loans without an allowance recorded TOTAL IMPAIRED LOANS $ - - - - - $ - $ - - - - - - - - - - - - - - - - - - $ $ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - $ $ 7,438 $ - $ $ 5,327 $ - 997 $ $ - 5,465 $ $ - 4 Troubled Debt Restructuring (TDR) Included in loans receivable, net, are certain loans that have been modified in order to maximize collection of loan balances. If the Company, for legal or economic reasons related to the borrower’s financial difficulties, grants a concession compared to the original terms and conditions of the loan, the modified loan is considered a troubled debt restructuring. During 2012, the Company adopted FASB ASU No. 2011-02, Receivables (Topic 310), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring, which modified guidance for identifying restructurings of receivables that constitute a TDR. No additional loans modified since December 31, 2011, were identified as TDR’s as a result of adopting these provisions. 61 62 BNCCORP, INC. Annual Report 2012 65 Commercial real estate - - - Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale 2012 Number of Contracts Pre-Modification Post-Modification Outstanding Recorded Investment Outstanding Recorded Investment 1 $ 202 $ 202 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 $ 202 $ 202 The table below summarizes the amounts of restructured loans as of December 31 (in thousands): Accrual Non-accrual Total Allowance 2012 Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale $ $ $ $ 101 - - 3,810 - - - 799 - 3,161 - - 7,871 $ $ - - - 4,497 - - - - - - - - 4,497 $ $ 101 - - 8,307 - - - 799 - 3,161 - - 12,368 $ $ 2 - - 1,276 - - - 16 - 63 - - 1,357 Accrual Non-accrual Total Allowance 2011 - - - 3,904 - - - - - 3,366 - - 7,270 $ $ - - - 4,763 - - - 815 - - - - 5,578 $ $ - - - 8,667 - - - 815 - 3,366 - - 12,848 $ $ - - - 554 - - - 122 - 67 - - 743 TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal and/or interest due, or acceptance of real estate or other assets in full or partial satisfaction of the debt. Loan modifications are not reported as TDR’s after 12 months if the loan was modified at a market rate of interest for comparable risk loans, and the loan is performing in accordance with the terms of the restructured agreement for at least six months. When a loan is modified as a TDR, there may be a direct, material impact on the loans within the Balance Sheet, as principal balances may be partially forgiven. The financial effects of TDR’s are presented in the following table and represent the difference between the outstanding recorded balance pre-modification and post- modification, for the periods ending December 31 (in thousands): 66 BNCCORP, INC. Annual Report 2012 63 64 2012 Number of Contracts Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate 1 - - $ 202 - - $ 202 - - Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale - - - - - - - - - - - - - 1 - - - - - - - $ 202 - - - - - - - 202 $ The table below summarizes the amounts of restructured loans as of December 31 (in thousands): Accrual Non-accrual Total Allowance 2012 $ 101 $ - $ 101 $ Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale $ 7,871 $ 4,497 $ 12,368 $ 1,357 Accrual Non-accrual Total Allowance 2011 $ $ - $ $ - - 3,810 - - - 799 - 3,161 - - - - - 3,904 - - - - - 3,366 - - - - 4,497 - - - - - - - - - - 4,763 - - - 815 - - - - - - 8,307 - - - 799 - 3,161 - - - - - 8,667 - - - 815 - 3,366 - - 2 - - 1,276 - - - 16 - 63 - - - - - 554 - - - 122 - 67 - - 743 $ 7,270 $ 5,578 $ 12,848 $ TDR concessions can include reduction of interest rates, extension of maturity dates, forgiveness of principal and/or interest due, or acceptance of real estate or other assets in full or partial satisfaction of the debt. Loan modifications are not reported as TDR’s after 12 months if the loan was modified at a market rate of interest for comparable risk loans, and the loan is performing in accordance with the terms of the restructured agreement for at least six months. When a loan is modified as a TDR, there may be a direct, material impact on the loans within the Balance Sheet, as principal balances may be partially forgiven. The financial effects of TDR’s are presented in the following table and represent the difference between the outstanding recorded balance pre-modification and post- modification, for the periods ending December 31 (in thousands): 63 64 BNCCORP, INC. Annual Report 2012 67 Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale Number of Contracts - - - 2 - - - - 1 - - - - 3 2011 NOTE 10. Other Real Estate Pre-Modification Outstanding Recorded Investment Post-Modification Outstanding Recorded Investment Other real estate (ORE) includes property acquired through foreclosure, property in judgment and in-substance foreclosures. ORE is carried at fair value less estimated selling costs. Each property is evaluated regularly and the amounts provided to decrease the carrying amount are included in non-interest expense. A summary of the activity related to ORE is presented below for the years ended December 31 (in thousands): $ - - - $ - - - 4,280 3,938 - - - - 1,380 - - - - $ 5,660 $ - - - - 815 - - - - 4,753 2012 2011 Balance, beginning of year $ 10,145 $ 12,706 Transfers from nonperforming loans - Real estate sold Net gains (losses) on sale of assets Provision (3,206) (108) (1,700) 6,052 (6,900) 62 (1,775) Balance, end of year $ 5,131 $ 10,145 The following is a summary of ORE as of December 31 (in thousands): 2012 Other real estate $ 8,146 Valuation allowance (3,015) Other real estate, net $ 5,131 2011 15,530 (5,385) 10,145 $ $ NOTE 11. Premises and Equipment, net Loans that were non-accrual prior to modification remain on non-accrual for at least six months following modification. Non-accrual TDR loans that have performed according to the modified terms for six months may be returned to accruing status. Loans that were accruing prior to modification remain on accrual status after the modification as long as the loan continues to perform under the new terms. The following table indicates the effect on income if interest on restructured loans outstanding at year end had been recognized at original contractual rates during the year ended December 31 (in thousands): Interest income that would have been recorded Interest income recorded Effect on interest income 2012 2011 $ 691 $ 651 329 145 $ 362 $ 506 The amount of additional funds committed to borrowers who are in TDR status was $232,000 at December 31, 2012 and $364,000 at December 31, 2011. TDRs are evaluated separately in the Bank’s allowance methodology based on the expected cash flows or collateral values for loans in this status. The Bank had $0 of restructured loans that were modified in a troubled-debt restructuring within the previous 12 months for which there was a payment default (i.e. 90 days delinquent). Premises and equipment, net consisted of the following at December 31 (in thousands): Land and improvements Buildings and improvements Leasehold improvements Furniture, fixtures and equipment Total cost Less accumulated depreciation and amortization Net premises and equipment 2012 2011 $ 5,220 $ 5,220 11,704 655 8,854 26,433 (10,501) 11,593 536 8,799 26,148 (10,113) $ 15,932 $ 16,035 Depreciation and amortization expense totaled approximately $1.1 million and $1.2 million for the years ended December 31, 2012 and 2011, respectively. 68 BNCCORP, INC. Annual Report 2012 65 66 2011 NOTE 10. Other Real Estate Number of Contracts Pre-Modification Post-Modification Outstanding Recorded Investment Outstanding Recorded Investment Other real estate (ORE) includes property acquired through foreclosure, property in judgment and in-substance foreclosures. ORE is carried at fair value less estimated selling costs. Each property is evaluated regularly and the amounts provided to decrease the carrying amount are included in non-interest expense. A summary of the activity related to ORE is presented below for the years ended December 31 (in thousands): Balance, beginning of year Transfers from nonperforming loans Real estate sold Net gains (losses) on sale of assets Provision Balance, end of year 2012 10,145 - (3,206) (108) (1,700) 5,131 $ $ 2011 12,706 6,052 (6,900) 62 (1,775) 10,145 $ $ The following is a summary of ORE as of December 31 (in thousands): 2012 Other real estate $ 8,146 Valuation allowance (3,015) Other real estate, net $ 5,131 2011 15,530 (5,385) 10,145 $ $ 3 $ 5,660 $ 4,753 NOTE 11. Premises and Equipment, net Premises and equipment, net consisted of the following at December 31 (in thousands): Land and improvements Buildings and improvements Leasehold improvements Furniture, fixtures and equipment Total cost Less accumulated depreciation and amortization Net premises and equipment 2012 5,220 11,704 655 8,854 26,433 (10,501) 15,932 $ $ 2011 5,220 11,593 536 8,799 26,148 (10,113) 16,035 $ $ Depreciation and amortization expense totaled approximately $1.1 million and $1.2 million for the years ended December 31, 2012 and 2011, respectively. Commercial and industrial: Business loans Agriculture Owner-occupied commercial real estate Commercial real estate SBA Consumer: Automobile Home equity 1st mortgage Other Land and land development Construction Loans held for sale - $ - $ - - - 2 - - - - 1 - - - - - - - - 4,280 3,938 - - - - - - - - - - - - - - - - 1,380 815 Loans that were non-accrual prior to modification remain on non-accrual for at least six months following modification. Non-accrual TDR loans that have performed according to the modified terms for six months may be returned to accruing status. Loans that were accruing prior to modification remain on accrual status after the modification as long as the loan continues to perform under the new terms. The following table indicates the effect on income if interest on restructured loans outstanding at year end had been recognized at original contractual rates during the year ended December 31 (in thousands): Interest income that would have been recorded Interest income recorded Effect on interest income 2012 2011 $ 691 $ 651 329 145 $ 362 $ 506 The amount of additional funds committed to borrowers who are in TDR status was $232,000 at December 31, 2012 and $364,000 at December 31, 2011. TDRs are evaluated separately in the Bank’s allowance methodology based on the expected cash flows or collateral values for loans in this status. The Bank had $0 of restructured loans that were modified in a troubled-debt restructuring within the previous 12 months for which there was a payment default (i.e. 90 days delinquent). 65 66 BNCCORP, INC. Annual Report 2012 69 market value of $22.6 million and unamortized principal balances of $21.2 million. At December 31, 2011, $8.6 million of securities sold under repurchase agreements, with a weighted average interest rate of 0.92% were collateralized by government agency collateralized mortgage obligations having a market value of $21.0 million and unamortized principal balances of $19.5 million. NOTE 14. Federal Home Loan Bank Advances As of December 31, 2012, the Bank had $0 of FHLB advances outstanding. At December 31, 2012, the Bank has mortgage loans with unamortized principal balances of approximately $73.3 million and securities with unamortized principal balances of approximately $4.5 million which were pledged as collateral to the FHLB. The Bank has the ability to draw advances up to approximately $47.9 million based upon the mortgage loans and securities that are currently pledged, subject to a requirement to purchase additional FHLB stock. The following table presents selected information regarding other borrowings at December 31, 2012 (in Line Outstanding Available $ 2,000 $ - $ 2,000 10,000 12,000 - - 10,000 12,000 $ 24,000 $ - $ 24,000 Collateral Pledged $ 13,383 Line Outstanding Available $ $ 10,707 10,707 $ $ - - $ $ 10,707 10,707 NOTE 15. Other Borrowings thousands): Unsecured Borrowing Lines: Bank of North Dakota Zions First National Bank US Bank Total Secured Borrowing Lines: Bank of North Dakota Total obligations. Debentures NOTE 12. Deposits The scheduled maturities of time deposits as of December 31, 2012 are as follows (in thousands): 2013 2014 2015 2016 2017 $ 107,341 22,441 5,086 12,092 7,244 Thereafter 50,756 $ 204,960 At December 31, 2012 and 2011, the Bank had $65.0 million and $59.8 million, respectively, of time deposits that had been acquired through a broker. The following table shows a summary of interest expense by product type as of December 31 (in thousands): Savings Interest checking Money market Time deposits 2012 15 197 449 3,196 3,857 $ $ 2011 13 352 588 3,820 4,773 $ $ Deposits Received from Related Parties Note 22 to these consolidated financial statements includes information relating to deposits received from executive officers, directors, principal shareholders and associates of such persons. NOTE 13. Short-Term Borrowings The following table sets forth selected information for short-term borrowings (borrowings with an original maturity of less than one year) as of December 31 (in thousands): At December 31, 2012 the pledged collateral was comprised of municipal bonds and collateralized mortgage Federal reserve borrowings-U. S. Treasury tax and loan retainer Repurchase agreements with customers, renewable daily, interest payable monthly, rates ranging from 0.30% to 1.00% in 2012, and from 0.40% to 3.25% in 2011, secured by government agency collateralized mortgage obligations 2012 2011 $ - $ - 11,700 8,635 $ 11,700 $ 8,635 The weighted average interest rate on short-term borrowings outstanding as of December 31, 2012 and 2011 was 0.38% and 0.92%, respectively. Customer repurchase agreements are used by the Bank to acquire funds from customers where the customers are required, or desire, to have their funds supported by collateral consisting of government, government agency or other types of securities. The repurchase agreement is a promise to sell these securities to a customer at a certain price and repurchase them at a future date at that same price plus interest accrued at an agreed upon rate. The Bank uses customer repurchase agreements in its liquidity plan as well as an accommodation to customers. At December 31, 2012, $11.7 million of securities sold under repurchase agreements, with a weighted average interest rate of 0.38%, were collateralized by government agency collateralized mortgage obligations having a NOTE 16. Guaranteed Preferred Beneficial Interest’s in Company’s Subordinated In July 2007, BNCCORP issued $15.0 million of floating rate subordinated debentures. The interest rate paid on the securities is equal to the three month LIBOR plus 1.40%. The interest rate at December 31, 2012 was 1.76% and the interest rate reset on January 2, 2013 to 1.71%. The subordinated debentures mature on October 1, 2037. The subordinated debentures may be redeemed at par and the corresponding debentures may be prepaid at the option of BNCCORP, subject to approval by the FRB. In July 2000, BNCCORP issued $7.5 million of subordinated debentures at 12.05%. The subordinated debentures are subject to mandatory redemption on July 19, 2030. On or after July 19, 2010, the subordinated debentures may be redeemed and the corresponding debentures may be prepaid at the option of BNCCORP at declining redemption prices. Because regulations related to the regulatory capital treatment of these subordinated debentures have changed, we currently believe these subordinated debentures may be redeemable at par. Redemption is subject to approval by the FRB. Commencing in January 2010, BNCCORP deferred interest payments on its subordinated debentures as permitted pursuant to contractual terms of the agreements. While the subordinated debenture agreements permit interest to 70 BNCCORP, INC. Annual Report 2012 67 68 The scheduled maturities of time deposits as of December 31, 2012 are as follows (in thousands): NOTE 12. Deposits 2013 2014 2015 2016 2017 $ 107,341 22,441 5,086 12,092 7,244 Thereafter 50,756 $ 204,960 At December 31, 2012 and 2011, the Bank had $65.0 million and $59.8 million, respectively, of time deposits that had been acquired through a broker. The following table shows a summary of interest expense by product type as of December 31 (in thousands): Savings Interest checking Money market Time deposits 2012 2011 $ 15 $ 13 197 449 3,196 352 588 3,820 $ 3,857 $ 4,773 Deposits Received from Related Parties Note 22 to these consolidated financial statements includes information relating to deposits received from executive officers, directors, principal shareholders and associates of such persons. NOTE 13. Short-Term Borrowings The following table sets forth selected information for short-term borrowings (borrowings with an original maturity of less than one year) as of December 31 (in thousands): Federal reserve borrowings-U. S. Treasury tax and loan retainer $ - $ - Repurchase agreements with customers, renewable daily, interest payable monthly, rates ranging from 0.30% to 1.00% in 2012, and from 0.40% to 3.25% in 2011, secured by government agency collateralized mortgage obligations 11,700 8,635 2012 2011 $ 11,700 $ 8,635 The weighted average interest rate on short-term borrowings outstanding as of December 31, 2012 and 2011 was 0.38% and 0.92%, respectively. Customer repurchase agreements are used by the Bank to acquire funds from customers where the customers are required, or desire, to have their funds supported by collateral consisting of government, government agency or other types of securities. The repurchase agreement is a promise to sell these securities to a customer at a certain price and repurchase them at a future date at that same price plus interest accrued at an agreed upon rate. The Bank uses customer repurchase agreements in its liquidity plan as well as an accommodation to customers. At December 31, 2012, $11.7 million of securities sold under repurchase agreements, with a weighted average interest rate of 0.38%, were collateralized by government agency collateralized mortgage obligations having a market value of $22.6 million and unamortized principal balances of $21.2 million. At December 31, 2011, $8.6 million of securities sold under repurchase agreements, with a weighted average interest rate of 0.92% were collateralized by government agency collateralized mortgage obligations having a market value of $21.0 million and unamortized principal balances of $19.5 million. NOTE 14. Federal Home Loan Bank Advances As of December 31, 2012, the Bank had $0 of FHLB advances outstanding. At December 31, 2012, the Bank has mortgage loans with unamortized principal balances of approximately $73.3 million and securities with unamortized principal balances of approximately $4.5 million which were pledged as collateral to the FHLB. The Bank has the ability to draw advances up to approximately $47.9 million based upon the mortgage loans and securities that are currently pledged, subject to a requirement to purchase additional FHLB stock. NOTE 15. Other Borrowings The following table presents selected information regarding other borrowings at December 31, 2012 (in thousands): Unsecured Borrowing Lines: Bank of North Dakota US Bank Zions First National Bank Total Secured Borrowing Lines: Bank of North Dakota Total $ $ $ $ Collateral Pledged $ 13,383 Line 2,000 10,000 12,000 24,000 Outstanding $ - - - - $ Available $ $ 2,000 10,000 12,000 24,000 Line 10,707 10,707 Outstanding $ $ - - Available $ $ 10,707 10,707 At December 31, 2012 the pledged collateral was comprised of municipal bonds and collateralized mortgage obligations. NOTE 16. Guaranteed Preferred Beneficial Interest’s in Company’s Subordinated Debentures In July 2007, BNCCORP issued $15.0 million of floating rate subordinated debentures. The interest rate paid on the securities is equal to the three month LIBOR plus 1.40%. The interest rate at December 31, 2012 was 1.76% and the interest rate reset on January 2, 2013 to 1.71%. The subordinated debentures mature on October 1, 2037. The subordinated debentures may be redeemed at par and the corresponding debentures may be prepaid at the option of BNCCORP, subject to approval by the FRB. In July 2000, BNCCORP issued $7.5 million of subordinated debentures at 12.05%. The subordinated debentures are subject to mandatory redemption on July 19, 2030. On or after July 19, 2010, the subordinated debentures may be redeemed and the corresponding debentures may be prepaid at the option of BNCCORP at declining redemption prices. Because regulations related to the regulatory capital treatment of these subordinated debentures have changed, we currently believe these subordinated debentures may be redeemable at par. Redemption is subject to approval by the FRB. Commencing in January 2010, BNCCORP deferred interest payments on its subordinated debentures as permitted pursuant to contractual terms of the agreements. While the subordinated debenture agreements permit interest to 67 68 BNCCORP, INC. Annual Report 2012 71 be deferred for up to 60 months, interest on the subordinated debentures continues to accrue during deferment. At December 31, 2012, accrued interest owed on the subordinated debentures aggregated $4.8 million, which is included in interest payable. At December 31, 2011, accrued interest owed on the subordinated debentures aggregated $3.2 million, which is included in interest payable. Subsequent to December 31, 2012, the Company began to bring these obligations current and as of January 19, 2013, we were current on the obligations. The agreements that contractually permit the deferral of interest on the subordinated debentures require that dividends on junior securities be suspended while interest payments on the subordinated debentures are deferred. NOTE 17. Stockholders’ Equity ASSETS On January 16, 2009, BNCCORP received net proceeds of approximately $20.1 million through the sale of shares of non-voting senior preferred stock to the U.S. Department of the Treasury under the Capital Purchase Program (CPP). The Treasury Department also received a warrant exercisable for shares of an additional class of BNCCORP, INC. preferred stock, which has an aggregate liquidation preference of approximately $1.0 million. The Treasury Department exercised this warrant on January 16, 2009. As a result of participating in the CPP, the Company issued two series of preferred stock. Both series of stock are perpetual and classified as non-voting. LIABILITIES NOTE 18. Fair Value Measurements The following table summarizes the financial assets and liabilities of the Company for which fair values are determined on a recurring basis as of December 31 (in thousands): Carrying Value at December 31, 2012 Twelve Months Ended December 31, 2012 Total Level 1 Level 2 Level 3 Total gains/(losses) Securities available for sale $ 300,549 $ $ 300,549 $ - $ - Loans held for sale Commitments to originate mortgage loans 95,095 4,499 95,095 - 649 4,499 - 2,183 Total assets at fair value $ 400,143 $ - $ 400,143 $ - $ 2,832 - - - The first series of stock pays dividends at 5%, of its liquidation preference, per annum until the fifth anniversary of the Treasury Department’s investment and thereafter pays a dividend of 9%. There were 20,093 shares of this series outstanding as of December 31, 2012 and 2011. Each share has a liquidation preference of $1,000 per share. This series of shares can not be redeemed without prior approval from regulatory authorities. The second series of preferred pays dividends at 9%, of its liquidation preference, per annum and may not be redeemed until the first series has been redeemed. There were 1,005 shares of this series outstanding at December 31, 2012 and 2011. As a result of deferring interest on the subordinated debentures, BNCCORP was contractually required to cease payment of dividends on the CPP preferred stock beginning with the quarterly payment due February 2010. At December 31, 2012, the Company has recorded the accrued dividends aggregating $3.7 million which is included in other liabilities in the consolidated financial statements. At December 31, 2011, the Company has recorded the accrued dividends aggregating $2.5 million which is included in other liabilities in the consolidated financial statements. Subsequent to December 31, 2012, the Company began to bring these obligations current and as of February 15, 2013, we were current on the obligations. BNCCORP and the Bank are subject to certain minimum capital requirements (see Note 2 to these consolidated financial statements). BNCCORP is subject to certain restrictions on the amount of dividends it may declare without prior regulatory approval pursuant to the Federal Reserve Act. The terms of the preferred stock issued under the CPP precludes certain dividend payments to common shareholders and certain repurchases of outstanding shares of common stock until the preferred shares have been redeemed. Regulatory restrictions exist regarding the ability of the Bank to transfer funds to BNCCORP in the form of cash dividends. Approval of the Office of the Comptroller of the Currency (OCC), the Bank’s principal regulator, is required for the Bank to pay dividends to BNCCORP in excess of the Bank’s net profits from the current year plus retained net profits for the preceding two years. On May 30, 2001, BNCCORP’s Board of Directors adopted a rights plan intended to protect stockholder interests in the event BNCCORP becomes the subject of a takeover initiative that BNCCORP’s Board believes could deny BNCCORP’s stockholders the full value of their investment. This plan does not prohibit the Board from considering any offer that it deems advantageous to its stockholders. The rights were issued to each common stockholder of record on May 30, 2001, and they will be exercisable only if a person acquires, or announces a tender offer, that would result in ownership of, 15% or more of BNCCORP’s outstanding common stock. The rights plan was amended in 2011 such that it now expires on May 30, 2021. 72 BNCCORP, INC. Annual Report 2012 69 70 Commitments to sell mortgage loans $ 2,233 Mortgage banking short positions Total liabilities at fair value 52 $ 2,285 $ $ - - - $ 2,233 52 $ 2,285 $ $ - $ 2,143 - - (52) $ 2,091 Carrying Value at December 31, 2011 Twelve Months Ended December 31, 2011 Total Level 1 Level 2 Level 3 Total gains/(losses) Securities available for sale $ 242,630 $ $ 242,630 $ - $ 68,622 68,622 - 2,078 - - ASSETS Loans held for sale Commitments to originate mortgage loans 2,316 - 2,316 - Total assets at fair value $ 313,568 $ - $ 313,568 $ - $ 3,906 - 1,828 LIABILITIES Commitments to sell mortgage loans $ 4,376 Total liabilities at fair value $ 4,376 $ $ - - $ 4,376 $ 4,376 $ $ - - $ $ (3,906) (3,906) The unrealized gains recognized during 2012 resulted from a new hedging strategy where loans are sold on a mandatory delivery basis. We began to deliver loans on a mandatory delivery basis as it generally improves margins in the mortgage banking operations. We also sell short positions in mortgage-backed securities to hedge interest rate risk on the loans committed for mandatory delivery. The commitments to originate mortgage banking loans and our short positions are derivatives and recorded at fair value. The fair values of the commitments to originate loans under mandatory delivery are generally greater than the fair value of our short positions. This asymmetry resulted in unrealized gains in 2012. The Company may also be required from time to time to measure certain other assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These adjustments to fair value usually result from the application of the lower of cost or market accounting or write-down of individual assets. For assets measured at fair value on a nonrecurring basis the following table provides the level of valuation assumptions used to determine the carrying value at December 31 (in thousands): be deferred for up to 60 months, interest on the subordinated debentures continues to accrue during deferment. At December 31, 2012, accrued interest owed on the subordinated debentures aggregated $4.8 million, which is included in interest payable. At December 31, 2011, accrued interest owed on the subordinated debentures aggregated $3.2 million, which is included in interest payable. Subsequent to December 31, 2012, the Company began to bring these obligations current and as of January 19, 2013, we were current on the obligations. The agreements that contractually permit the deferral of interest on the subordinated debentures require that dividends on junior securities be suspended while interest payments on the subordinated debentures are deferred. NOTE 17. Stockholders’ Equity On January 16, 2009, BNCCORP received net proceeds of approximately $20.1 million through the sale of shares of non-voting senior preferred stock to the U.S. Department of the Treasury under the Capital Purchase Program (CPP). The Treasury Department also received a warrant exercisable for shares of an additional class of BNCCORP, INC. preferred stock, which has an aggregate liquidation preference of approximately $1.0 million. The Treasury Department exercised this warrant on January 16, 2009. The first series of stock pays dividends at 5%, of its liquidation preference, per annum until the fifth anniversary of the Treasury Department’s investment and thereafter pays a dividend of 9%. There were 20,093 shares of this series outstanding as of December 31, 2012 and 2011. Each share has a liquidation preference of $1,000 per share. This series of shares can not be redeemed without prior approval from regulatory authorities. The second series of preferred pays dividends at 9%, of its liquidation preference, per annum and may not be redeemed until the first series has been redeemed. There were 1,005 shares of this series outstanding at December 31, 2012 and 2011. As a result of deferring interest on the subordinated debentures, BNCCORP was contractually required to cease payment of dividends on the CPP preferred stock beginning with the quarterly payment due February 2010. At December 31, 2012, the Company has recorded the accrued dividends aggregating $3.7 million which is included in other liabilities in the consolidated financial statements. At December 31, 2011, the Company has recorded the accrued dividends aggregating $2.5 million which is included in other liabilities in the consolidated financial statements. Subsequent to December 31, 2012, the Company began to bring these obligations current and as of February 15, 2013, we were current on the obligations. BNCCORP and the Bank are subject to certain minimum capital requirements (see Note 2 to these consolidated financial statements). BNCCORP is subject to certain restrictions on the amount of dividends it may declare without prior regulatory approval pursuant to the Federal Reserve Act. The terms of the preferred stock issued under the CPP precludes certain dividend payments to common shareholders and certain repurchases of outstanding shares of common stock until the preferred shares have been redeemed. Regulatory restrictions exist regarding the ability of the Bank to transfer funds to BNCCORP in the form of cash dividends. Approval of the Office of the Comptroller of the Currency (OCC), the Bank’s principal regulator, is required for the Bank to pay dividends to BNCCORP in excess of the Bank’s net profits from the current year plus retained net profits for the preceding two years. On May 30, 2001, BNCCORP’s Board of Directors adopted a rights plan intended to protect stockholder interests in the event BNCCORP becomes the subject of a takeover initiative that BNCCORP’s Board believes could deny BNCCORP’s stockholders the full value of their investment. This plan does not prohibit the Board from considering any offer that it deems advantageous to its stockholders. The rights were issued to each common stockholder of record on May 30, 2001, and they will be exercisable only if a person acquires, or announces a tender offer, that would result in ownership of, 15% or more of BNCCORP’s outstanding common stock. The rights plan was amended in 2011 such that it now expires on May 30, 2021. NOTE 18. Fair Value Measurements The following table summarizes the financial assets and liabilities of the Company for which fair values are determined on a recurring basis as of December 31 (in thousands): Carrying Value at December 31, 2012 Twelve Months Ended December 31, 2012 Total Level 1 Level 2 Level 3 Total gains/(losses) As a result of participating in the CPP, the Company issued two series of preferred stock. Both series of stock are LIABILITIES perpetual and classified as non-voting. Commitments to sell mortgage loans $ 2,233 Mortgage banking short positions Total liabilities at fair value 52 $ 2,285 loans Total assets at fair value 4,499 $ 400,143 $ $ $ ASSETS Securities available for sale Loans held for sale Commitments to originate mortgage $ 300,549 95,095 $ - - - - - - - $ 300,549 95,095 $ 4,499 400,143 2,233 $ $ 52 $ 2,285 $ $ $ - - - - $ - 649 2,183 $ 2,832 - $ 2,143 - - (52) $ 2,091 Carrying Value at December 31, 2011 Twelve Months Ended December 31, 2011 Total Level 1 Level 2 Level 3 Total gains/(losses) ASSETS Securities available for sale Loans held for sale Commitments to originate mortgage $ 242,630 68,622 $ loans Total assets at fair value 2,316 313,568 $ LIABILITIES Commitments to sell mortgage loans $ $ Total liabilities at fair value 4,376 4,376 $ $ $ - - - - $ 242,630 68,622 $ - - $ - 2,078 2,316 $ 313,568 - - 1,828 $ 3,906 $ - - $ 4,376 4,376 $ $ $ - - $ $ (3,906) (3,906) The unrealized gains recognized during 2012 resulted from a new hedging strategy where loans are sold on a mandatory delivery basis. We began to deliver loans on a mandatory delivery basis as it generally improves margins in the mortgage banking operations. We also sell short positions in mortgage-backed securities to hedge interest rate risk on the loans committed for mandatory delivery. The commitments to originate mortgage banking loans and our short positions are derivatives and recorded at fair value. The fair values of the commitments to originate loans under mandatory delivery are generally greater than the fair value of our short positions. This asymmetry resulted in unrealized gains in 2012. The Company may also be required from time to time to measure certain other assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These adjustments to fair value usually result from the application of the lower of cost or market accounting or write-down of individual assets. For assets measured at fair value on a nonrecurring basis the following table provides the level of valuation assumptions used to determine the carrying value at December 31 (in thousands): 69 70 BNCCORP, INC. Annual Report 2012 73 2012 NOTE 19. Fair Value of Financial Instruments Impaired loans(1) Other real estate(2) Total Total 8,394 5,131 13,525 $ $ Level 1 Level 2 Level 3 (losses) $ $ - - - $ $ 8,394 5,131 13,525 $ $ - - - $ $ (1,431) (1,808) (3,239) Total gains/ 2011 Impaired loans(1) Other real estate(2) Total Total 4,330 10,145 14,475 $ $ Level 1 - - - $ $ Level 2 4,330 10,145 14,475 $ $ Total gains/ Level 3 (losses) $ $ - - - $ $ (65) (1,713) (1,778) (1) Represents the carrying value and related write-downs of loans based on the appraised value of the collateral. (2) Represents the fair value of the collateral less estimated selling costs and are based upon appraised values. The estimated fair values of the Company’s financial instruments are as follows as of December 31 (in thousands): Level in Fair Value Measurement Hierarchy 2012 2011 Carrying Amount Fair Value Carrying Amount Fair Value Level 1 $ 40,790 $ 40,790 $ 19,296 $ 19,296 Assets: sale Cash and cash equivalents Investment securities available for Federal Reserve Bank and Federal Home Loan Bank stock Loans held for sale-mortgage Commitments to originate mortgage Loans and leases held for investment, banking loans net Accrued interest receivable Liabilities and Stockholders’ Equity: Deposits, noninterest-bearing Deposits, interest-bearing Short-term borrowings Accrued interest payable Accrued expenses Commitments to sell mortgage loans Mortgage banking short positions Guaranteed preferred beneficial interests in Company’s subordinated debentures Financial instruments with off- balance-sheet risk: Commitments to extend credit Standby and commercial letters of credit Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 300,549 300,549 242,630 242,630 2,601 2,750 2,750 95,095 4,499 68,622 2,315 2,601 95,095 4,499 279,378 2,590 131,593 518,011 11,700 5,045 10,144 2,233 52 $ 725,502 $ 724,829 $ 278,705 282,581 2,590 2,411 620,605 $ $ $ $ 116,864 $ 459,391 131,593 520,795 11,700 5,045 10,144 2,233 52 8,635 3,609 6,244 4,376 - 68,622 2,315 282,787 2,411 620,811 116,864 460,506 8,635 3,609 6,244 4,376 - Level 2 22,430 14,849 22,427 12,731 $ 701,208 $ 696,411 $ 621,546 $ 612,965 Level 2 Level 2 $ $ - - $ 94 $ $ 40 $ 14 $ $ 25 - - 74 BNCCORP, INC. Annual Report 2012 71 72 Impaired loans(1) Other real estate(2) Total Total Level 1 Level 2 Level 3 (losses) $ 8,394 $ - $ 8,394 $ - $ (1,431) 5,131 - 5,131 - (1,808) $ 13,525 $ - $ 13,525 $ - $ (3,239) 2012 2011 Total gains/ Total gains/ Impaired loans(1) Other real estate(2) Total Total Level 1 Level 2 Level 3 (losses) $ 4,330 $ - $ 4,330 $ 10,145 - 10,145 $ 14,475 $ - $ 14,475 $ - - - $ (65) (1,713) $ (1,778) (1) Represents the carrying value and related write-downs of loans based on the appraised value of the collateral. (2) Represents the fair value of the collateral less estimated selling costs and are based upon appraised values. NOTE 19. Fair Value of Financial Instruments The estimated fair values of the Company’s financial instruments are as follows as of December 31 (in thousands): Assets: Cash and cash equivalents Investment securities available for sale Federal Reserve Bank and Federal Home Loan Bank stock Loans held for sale-mortgage banking Commitments to originate mortgage loans Loans and leases held for investment, net Accrued interest receivable Liabilities and Stockholders’ Equity: Deposits, noninterest-bearing Deposits, interest-bearing Short-term borrowings Accrued interest payable Accrued expenses Commitments to sell mortgage loans Mortgage banking short positions Guaranteed preferred beneficial interests in Company’s subordinated debentures Financial instruments with off- balance-sheet risk: Commitments to extend credit Standby and commercial letters of credit Level in Fair Value Measurement Hierarchy 2012 2011 Carrying Amount Fair Value Carrying Amount Fair Value Level 1 $ 40,790 $ 40,790 $ 19,296 $ 19,296 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 Level 2 300,549 300,549 242,630 242,630 $ $ 2,601 95,095 4,499 279,378 2,590 725,502 131,593 518,011 11,700 5,045 10,144 2,233 52 $ $ 2,601 2,750 2,750 95,095 4,499 68,622 2,315 278,705 2,590 724,829 282,581 2,411 620,605 $ $ 116,864 459,391 8,635 3,609 6,244 4,376 131,593 520,795 11,700 5,045 10,144 2,233 52 $ $ 68,622 2,315 282,787 2,411 620,811 116,864 460,506 8,635 3,609 6,244 4,376 - - 22,430 701,208 $ $ 14,849 696,411 $ 22,427 621,546 $ 12,731 612,965 Level 2 Level 2 $ $ - - $ 94 $ $ 14 $ - - $ 40 $ 25 71 72 BNCCORP, INC. Annual Report 2012 75 NOTE 20. Financial Instruments with Off-Balance-Sheet Risk In the normal course of business, the Company is a party to various financial instruments with off-balance-sheet risk, primarily to meet the needs of our customers as well as to manage our interest rate risk. These instruments, which are issued by the Company for purposes other than trading, carry varying degrees of credit, interest rate or liquidity risk in excess of the amounts reflected in the consolidated balance sheets. Commitments to Extend Credit Commitments to extend credit are agreements to lend to a customer, which are binding, provided there is no violation of any condition in the contract, and generally have fixed expiration dates or other termination clauses. The contractual amount represents the Bank’s exposure to credit loss in the event of default by the borrower. At December 31, 2012, based on current information, no losses were anticipated as a result of these commitments. The Bank manages this credit risk by using the same credit policies it applies to loans. Collateral is obtained to secure commitments based on management’s credit assessment of the borrower. The collateral may include marketable securities, receivables, inventory, equipment or real estate. Since the Bank expects many of the commitments to expire without being drawn, total commitment amounts do not necessarily represent the Bank’s future liquidity requirements related to such commitments. In our mortgage banking operations, we commit to extend credit for purposes of originating residential loans. We underwrite these commitments to determine whether each loan meets criteria established by the secondary market for residential loans. See Note 1 and 18 to these consolidated financial statements for more information on financial instruments and derivatives related to our mortgage banking operations. Standby and Commercial Letters of Credit Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Commercial letters of credit are issued on behalf of customers to ensure payment or collection in connection with trade transactions. In the event of a customer’s nonperformance, the Bank’s credit loss exposure is up to the letter’s contractual amount. At December 31, 2012, based on current information, no losses were anticipated as a result of these commitments. Management assesses the borrower’s credit to determine the necessary collateral, which may include marketable securities, real estate, accounts receivable and inventory. Since the conditions requiring the Bank to fund letters of credit may not occur, the Bank expects our liquidity requirements related to such letters of credit to be less than the total outstanding commitments. The contractual amounts of these financial instruments were as follows as of December 31 (in thousands): 2012 2011 Fixed Rate Variable Rate Fixed Rate Variable Rate Commitments to extend credit $ 17,738 $ 37,378 $ 12,063 $ 36,165 Standby and commercial letters of credit 523 937 1,051 1,462 In addition to the amounts in the table above, our mortgage banking commitments to fund loans totaled $161.0 million at December 31, 2012 and $93.5 million at December 31, 2011. Also, our mortgage banking commitments to sell loans totaled $253.2 million at December 31, 2012 and $160.1 million at December 31, 2011. Mortgage Banking Obligations Through its mortgage banking operations, the Company originates and sells residential mortgage loans servicing released to third parties. These loans are sold without recourse to the Company. However, standard industry practices require representations and warranties which generally require sellers to reimburse a portion of the sales proceeds if a sold loan defaults or pays off shortly after the sale of the loan (i.e. generally within four months of the sale). The following is a summary of activity related to mortgage banking reimbursement obligations at December 31 (in thousands): 2012 2011 Balance, beginning of period $ 800 $ 501 Provision Write offs 849 (149) 404 (105) Balance, end of period $ 1,500 $ 800 NOTE 21. Guarantees and Contingent Consideration Guaranteed Preferred Beneficial Interests in Company’s Subordinated Debentures BNCCORP fully and unconditionally guarantees the Company’s subordinated debentures. Performance and Financial Standby Letters of Credit As of December 31, 2012 and 2011, the Bank had outstanding $942 thousand and $1.7 million, respectively, of performance standby letters of credit and $4.7 million and $6.1 million, respectively, of financial standby letters of credit. Performance standby letters of credit are irrevocable obligations to the beneficiary on the part of the Bank to make payment on account of any default by the account party in the performance of a nonfinancial or commercial obligation. Financial standby letters of credit are irrevocable obligations to the beneficiary on the part of the Bank to repay money for the account of the account party or to make payment on account of any indebtedness undertaken by the account party, in the event that the account party fails to fulfill its obligation to the beneficiary. Under these arrangements, the Bank could, in the event of the account party’s nonperformance, be required to pay a maximum of the amount of issued letters of credit. The Bank has recourse against the account party up to and including the amount of the performance standby letter of credit. The Bank evaluates each account party’s creditworthiness on a case-by-case basis and the amount of collateral obtained varies and is based on management’s credit evaluation of the account party. NOTE 22. Related-Party/Affiliate Transactions The Bank has entered into transactions with related parties, such as opening deposit accounts for and extending credit to, employees of the Company. The related party transactions have been made under terms substantially the same as those offered by the Bank to unrelated parties. In the normal course of business, loans are granted to, and deposits are received from, executive officers, directors, principal stockholders and associates of such persons. The aggregate dollar amount of these loans was $2.6 million and $1.3 million at December 31, 2012 and 2011, respectively. Originations in 2012 and 2011 totaled $1.5 million and $709,000, respectively. Loan paydowns in 2012 and 2011 were $162,000 and $124,000, respectively. The total amount of deposits received from these parties was $2.3 million and $1.9 million at December 31, 2012 and 2011, respectively. Loans to, and deposits received from, these parties were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collection. The Federal Reserve Act limits amounts of, and requires collateral on, extensions of credit by the Bank to BNCCORP, and with certain exceptions, its non-bank affiliates. There are also restrictions on the amounts of investment by the Bank in stocks and other subsidiaries of BNCCORP and such affiliates and restrictions on the acceptance of their securities as collateral for loans by the Bank. As of December 31, 2012, BNCCORP and its affiliates were in compliance with these requirements. 76 BNCCORP, INC. Annual Report 2012 73 74 NOTE 20. Financial Instruments with Off-Balance-Sheet Risk In the normal course of business, the Company is a party to various financial instruments with off-balance-sheet risk, primarily to meet the needs of our customers as well as to manage our interest rate risk. These instruments, which are issued by the Company for purposes other than trading, carry varying degrees of credit, interest rate or liquidity risk in excess of the amounts reflected in the consolidated balance sheets. Commitments to Extend Credit Commitments to extend credit are agreements to lend to a customer, which are binding, provided there is no violation of any condition in the contract, and generally have fixed expiration dates or other termination clauses. The contractual amount represents the Bank’s exposure to credit loss in the event of default by the borrower. At December 31, 2012, based on current information, no losses were anticipated as a result of these commitments. The Bank manages this credit risk by using the same credit policies it applies to loans. Collateral is obtained to secure commitments based on management’s credit assessment of the borrower. The collateral may include marketable securities, receivables, inventory, equipment or real estate. Since the Bank expects many of the commitments to expire without being drawn, total commitment amounts do not necessarily represent the Bank’s future liquidity requirements related to such commitments. In our mortgage banking operations, we commit to extend credit for purposes of originating residential loans. We underwrite these commitments to determine whether each loan meets criteria established by the secondary market for residential loans. See Note 1 and 18 to these consolidated financial statements for more information on financial instruments and derivatives related to our mortgage banking operations. Standby and Commercial Letters of Credit Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Commercial letters of credit are issued on behalf of customers to ensure payment or collection in connection with trade transactions. In the event of a customer’s nonperformance, the Bank’s credit loss exposure is up to the letter’s contractual amount. At December 31, 2012, based on current information, no losses were anticipated as a result of these commitments. Management assesses the borrower’s credit to determine the necessary collateral, which may include marketable securities, real estate, accounts receivable and inventory. Since the conditions requiring the Bank to fund letters of credit may not occur, the Bank expects our liquidity requirements related to such letters of credit to be less than the total outstanding commitments. The contractual amounts of these financial instruments were as follows as of December 31 (in thousands): 2012 2011 Fixed Rate Variable Rate Fixed Rate Variable Rate Commitments to extend credit $ 17,738 $ 37,378 $ 12,063 $ 36,165 Standby and commercial letters of credit 523 937 1,051 1,462 In addition to the amounts in the table above, our mortgage banking commitments to fund loans totaled $161.0 million at December 31, 2012 and $93.5 million at December 31, 2011. Also, our mortgage banking commitments to sell loans totaled $253.2 million at December 31, 2012 and $160.1 million at December 31, 2011. Mortgage Banking Obligations Through its mortgage banking operations, the Company originates and sells residential mortgage loans servicing released to third parties. These loans are sold without recourse to the Company. However, standard industry practices require representations and warranties which generally require sellers to reimburse a portion of the sales proceeds if a sold loan defaults or pays off shortly after the sale of the loan (i.e. generally within four months of the sale). The following is a summary of activity related to mortgage banking reimbursement obligations at December 31 (in thousands): 2012 2011 Balance, beginning of period $ 800 $ 501 Provision Write offs 849 (149) 404 (105) Balance, end of period $ 1,500 $ 800 NOTE 21. Guarantees and Contingent Consideration Guaranteed Preferred Beneficial Interests in Company’s Subordinated Debentures BNCCORP fully and unconditionally guarantees the Company’s subordinated debentures. Performance and Financial Standby Letters of Credit As of December 31, 2012 and 2011, the Bank had outstanding $942 thousand and $1.7 million, respectively, of performance standby letters of credit and $4.7 million and $6.1 million, respectively, of financial standby letters of credit. Performance standby letters of credit are irrevocable obligations to the beneficiary on the part of the Bank to make payment on account of any default by the account party in the performance of a nonfinancial or commercial obligation. Financial standby letters of credit are irrevocable obligations to the beneficiary on the part of the Bank to repay money for the account of the account party or to make payment on account of any indebtedness undertaken by the account party, in the event that the account party fails to fulfill its obligation to the beneficiary. Under these arrangements, the Bank could, in the event of the account party’s nonperformance, be required to pay a maximum of the amount of issued letters of credit. The Bank has recourse against the account party up to and including the amount of the performance standby letter of credit. The Bank evaluates each account party’s creditworthiness on a case-by-case basis and the amount of collateral obtained varies and is based on management’s credit evaluation of the account party. NOTE 22. Related-Party/Affiliate Transactions The Bank has entered into transactions with related parties, such as opening deposit accounts for and extending credit to, employees of the Company. The related party transactions have been made under terms substantially the same as those offered by the Bank to unrelated parties. In the normal course of business, loans are granted to, and deposits are received from, executive officers, directors, principal stockholders and associates of such persons. The aggregate dollar amount of these loans was $2.6 million and $1.3 million at December 31, 2012 and 2011, respectively. Originations in 2012 and 2011 totaled $1.5 million and $709,000, respectively. Loan paydowns in 2012 and 2011 were $162,000 and $124,000, respectively. The total amount of deposits received from these parties was $2.3 million and $1.9 million at December 31, 2012 and 2011, respectively. Loans to, and deposits received from, these parties were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collection. The Federal Reserve Act limits amounts of, and requires collateral on, extensions of credit by the Bank to BNCCORP, and with certain exceptions, its non-bank affiliates. There are also restrictions on the amounts of investment by the Bank in stocks and other subsidiaries of BNCCORP and such affiliates and restrictions on the acceptance of their securities as collateral for loans by the Bank. As of December 31, 2012, BNCCORP and its affiliates were in compliance with these requirements. 73 74 BNCCORP, INC. Annual Report 2012 77 NOTE 23. Income Taxes The expense (benefit) for income taxes on operations consists of the following for the years ended December 31 (in thousands): Temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities that result in significant portions of the Company’s deferred tax assets and liabilities are as follows as of December 31 (in thousands): Current: Federal State Deferred: Federal State Valuation allowance Total 2012 2011 $ 343 7 350 6,106 1,523 (13,259) (5,630) (5,280) $ $ $ 17 5 22 997 386 (1,383) - 22 The expense (benefit) for federal income taxes on operations expected at the statutory rate differs from the actual expense (benefit) for the years ended December 31 (in thousands): Tax expense (benefit) at 34% statutory rate State taxes (net of Federal benefit) Tax-exempt interest Cash surrender values of bank-owned life insurance Other, net Deferred tax valuation allowance 2012 7,257 1,198 (287) (178) (11) 7,979 (13,259) (5,280) $ $ $ $ 2011 1,438 388 (116) (179) (126) 1,405 (1,383) 22 Deferred tax asset: Loans, primarily due to credit losses Fraud loss on assets serviced by others Acquired intangibles Net operating loss carryforwards Alternative minimum tax credits Other real estate owned Other Deferred tax asset Deferred tax liability: Unrealized gain on securities available for sale Discount accretion on securities Leases Other Premises and equipment Deferred tax liability Valuation allowance Net deferred tax asset 2012 2011 $ 4,639 $ 9,299 17,636 - 216 1,387 900 1,694 463 2,468 983 - 759 291 4,501 4,798 (7) 4,607 5,709 236 3,456 612 2,602 414 1,581 1,571 84 739 347 4,322 13,314 (13,266) $ 4,791 $ 48 At December 31, 2011, a valuation allowance related to our net deferred tax assets was required because the realization of tax benefits related to deferred tax assets was not sufficiently certain. During 2012, virtually all of the valuation allowance related to deferred tax assets was reversed because of several consecutive profitable quarters and management’s assessment that it was more likely than not that benefits related to deferred tax assets would be realized. and 2032. The Company is able to carry forward federal tax net operating losses aggregating $1.525 million as of December 31, 2012. The carry forward period is 17 to 19 years. The Company is able to carry forward state tax net operating losses aggregating $12.7 million as of December 31, 2012. The state net operating losses expire between 2014 The Company files consolidated federal and unitary state income tax returns where allowed. Tax years ended December 31, 2009 through 2012 remain open to federal examination. During 2010, the Internal Revenue Service opened an examination of the Company’s 2009 federal income tax return. The audit was completed in 2011. Tax years ended December 31, 2008 through 2012 remain open to state examinations. 78 BNCCORP, INC. Annual Report 2012 75 76 NOTE 23. Income Taxes thousands): Current: Federal State Deferred: Federal State Valuation allowance 2012 2011 $ 343 $ 7 350 6,106 1,523 (13,259) (5,630) 17 5 22 997 386 - 22 (1,383) Total $ (5,280) $ The expense (benefit) for federal income taxes on operations expected at the statutory rate differs from the actual expense (benefit) for the years ended December 31 (in thousands): Tax expense (benefit) at 34% statutory rate $ 7,257 $ 2012 2011 State taxes (net of Federal benefit) Tax-exempt interest Cash surrender values of bank-owned life insurance Other, net Deferred tax valuation allowance 1,198 (287) (178) (11) 7,979 (13,259) $ (5,280) $ 1,438 388 (116) (179) (126) 1,405 (1,383) 22 The expense (benefit) for income taxes on operations consists of the following for the years ended December 31 (in Temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities that result in significant portions of the Company’s deferred tax assets and liabilities are as follows as of December 31 (in thousands): Deferred tax asset: Loans, primarily due to credit losses Fraud loss on assets serviced by others Acquired intangibles Net operating loss carryforwards Alternative minimum tax credits Other real estate owned Other Deferred tax asset Deferred tax liability: Unrealized gain on securities available for sale Discount accretion on securities Leases Premises and equipment Other Deferred tax liability Valuation allowance Net deferred tax asset 2012 2011 $ 4,639 - 216 1,387 900 1,694 463 9,299 2,468 983 - 759 291 4,501 4,798 (7) $ 4,607 5,709 236 3,456 612 2,602 414 17,636 1,581 1,571 84 739 347 4,322 13,314 (13,266) $ 4,791 $ 48 At December 31, 2011, a valuation allowance related to our net deferred tax assets was required because the realization of tax benefits related to deferred tax assets was not sufficiently certain. During 2012, virtually all of the valuation allowance related to deferred tax assets was reversed because of several consecutive profitable quarters and management’s assessment that it was more likely than not that benefits related to deferred tax assets would be realized. The Company is able to carry forward federal tax net operating losses aggregating $1.525 million as of December 31, 2012. The carry forward period is 17 to 19 years. The Company is able to carry forward state tax net operating losses aggregating $12.7 million as of December 31, 2012. The state net operating losses expire between 2014 and 2032. The Company files consolidated federal and unitary state income tax returns where allowed. Tax years ended December 31, 2009 through 2012 remain open to federal examination. During 2010, the Internal Revenue Service opened an examination of the Company’s 2009 federal income tax return. The audit was completed in 2011. Tax years ended December 31, 2008 through 2012 remain open to state examinations. 75 76 BNCCORP, INC. Annual Report 2012 79 NOTE 24. Earnings Per Share NOTE 26. Commitments and Contingencies The following table shows the amounts used in computing per share results (in thousands, except share and per share data): Net income per share was calculated as follows: Denominator for basic earnings per share: Average common shares outstanding Dilutive common stock options Denominator for diluted earnings per share Numerator (in thousands): Net income Preferred stock costs Net income available to common shareholders Basic earnings per common share Diluted earnings per common share NOTE 25. Benefit Plans 2012 2011 3,291,660 52,620 3,344,280 3,282,182 - 3,282,182 $ $ $ $ 26,624 (1,462) 25,162 7.64 7.52 $ $ $ $ 4,208 (1,394) 2,814 0.86 0.86 BNCCORP has a qualified, tax-exempt 401(k) savings plan covering all employees of BNCCORP and its subsidiaries who meet specified age and service requirements. Under the plan, eligible employees may elect to defer up to 75% of compensation each year not to exceed the dollar limits set by law. At their discretion, BNCCORP and its subsidiaries may provide matching contributions to the plan. In 2012 and 2011, BNCCORP and its subsidiaries made matching contributions of up to 50% of eligible employee deferrals up to a maximum employer contribution of 5% of employee compensation. Generally, all participant contributions and earnings are fully and immediately vested. The Company makes its matching contribution during the first calendar quarter following the last day of each calendar year and an employee must be employed by the Company on the last day of the calendar year in order to receive the current year’s employer match. The anticipated matching contribution is expensed monthly over the course of the calendar year based on employee contributions made throughout the year. The Company made matching contributions of $464,000 and $378,000 for 2012 and 2011, respectively. Under the investment options available under the 401(k) savings plan prior to January 28, 2008, employees could elect to invest their salary deferrals in BNCCORP common stock. At December 31, 2012, the assets in the plan totaled $17.7 million and included $853,000 (83,000 shares) invested in BNCCORP common stock. On January 28, 2008, the Company voluntarily delisted from the NASDAQ Global Market and deregistered its common stock under the Securities Exchange Act of 1934 (as amended). As a result, the participants are prohibited from making new investments of the Company’s common stock in the plan. Employment Agreements and Noncompete Covenants The Company has entered into an employment agreement with its President and Chief Executive Officer. The Company has also entered into an employment agreement with its Chief Credit Officer. However, the agreement governing the preferred stock issued to the Treasury Department precludes payment of “golden parachutes” to senior executive officers of the Company so long as the preferred stock is owned by the Treasury Department. Leases The Bank has entered into operating lease agreements for certain facilities and equipment used in its operations. Rent expense for the years ended December 31, 2012 and 2011 was $908,000 and $970,000, respectively, for facilities, and $37,000 and $42,000, respectively, for equipment and other items. At December 31, 2012, the total minimum annual base lease payments for operating leases were as follows (in thousands): 2013 2014 2015 2016 2017 Thereafter $ 720 439 448 447 263 1,536 NOTE 27. Share-Based Compensation The Company has four share-based plans for certain key employees and directors whereby shares of common stock have been reserved for awards in the form of stock options or restricted stock awards. Pursuant to each plan, the compensation committee may grant options at prices equal to the fair value of the stock at the grant date. Total shares in plan, total shares available, and maximum restricted shares available as of December 31, 2012 are as follows: Incentive Incentive Incentive Incentive 2002 Stock Plan 2006 Stock Plan 2010 Stock Plan 1995 Stock Plan Total Total Shares in Plan Total Shares Available 250,000 125,000 200,000 250,000 825,000 79,451 - 15,850 250,000 345,301 Maximum Restricted Shares Available 79,451 - 15,850 35,000 130,301 The Company recognized share-based compensation expense of $31,000 and $42,000 for the years ended December 31, 2012 and 2011, respectively, related to restricted stock. The tax benefits associated with share-based compensation would have been approximately $14,000 and $10,000 for the years ended December 31, 2012 and 2011, respectively, if the Company had not been in a full valuation allowance. At December 31, 2012, the Company had $3,000 of unamortized restricted stock compensation. At December 31, 2011, the Company had $35,000 of unamortized restricted stock compensation. Restricted shares of stock granted generally have vesting and amortization periods of at least three years. 80 BNCCORP, INC. Annual Report 2012 77 78 NOTE 24. Earnings Per Share NOTE 26. Commitments and Contingencies The following table shows the amounts used in computing per share results (in thousands, except share and per share data): Net income per share was calculated as follows: Denominator for basic earnings per share: Average common shares outstanding Dilutive common stock options Denominator for diluted earnings per share Numerator (in thousands): Net income Preferred stock costs Net income available to common shareholders Basic earnings per common share Diluted earnings per common share NOTE 25. Benefit Plans 2012 2011 3,291,660 52,620 3,344,280 3,282,182 - 3,282,182 $ $ $ $ 26,624 (1,462) 25,162 7.64 7.52 $ 4,208 (1,394) 2,814 0.86 0.86 $ $ $ BNCCORP has a qualified, tax-exempt 401(k) savings plan covering all employees of BNCCORP and its subsidiaries who meet specified age and service requirements. Under the plan, eligible employees may elect to defer up to 75% of compensation each year not to exceed the dollar limits set by law. At their discretion, BNCCORP and its subsidiaries may provide matching contributions to the plan. In 2012 and 2011, BNCCORP and its subsidiaries made matching contributions of up to 50% of eligible employee deferrals up to a maximum employer contribution of 5% of employee compensation. Generally, all participant contributions and earnings are fully and immediately vested. The Company makes its matching contribution during the first calendar quarter following the last day of each calendar year and an employee must be employed by the Company on the last day of the calendar year in order to receive the current year’s employer match. The anticipated matching contribution is expensed monthly over the course of the calendar year based on employee contributions made throughout the year. The Company made matching contributions of $464,000 and $378,000 for 2012 and 2011, respectively. Under the investment options available under the 401(k) savings plan prior to January 28, 2008, employees could elect to invest their salary deferrals in BNCCORP common stock. At December 31, 2012, the assets in the plan totaled $17.7 million and included $853,000 (83,000 shares) invested in BNCCORP common stock. On January 28, 2008, the Company voluntarily delisted from the NASDAQ Global Market and deregistered its common stock under the Securities Exchange Act of 1934 (as amended). As a result, the participants are prohibited from making new investments of the Company’s common stock in the plan. Employment Agreements and Noncompete Covenants The Company has entered into an employment agreement with its President and Chief Executive Officer. The Company has also entered into an employment agreement with its Chief Credit Officer. However, the agreement governing the preferred stock issued to the Treasury Department precludes payment of “golden parachutes” to senior executive officers of the Company so long as the preferred stock is owned by the Treasury Department. Leases The Bank has entered into operating lease agreements for certain facilities and equipment used in its operations. Rent expense for the years ended December 31, 2012 and 2011 was $908,000 and $970,000, respectively, for facilities, and $37,000 and $42,000, respectively, for equipment and other items. At December 31, 2012, the total minimum annual base lease payments for operating leases were as follows (in thousands): 2013 2014 2015 2016 2017 Thereafter $ 720 439 448 447 263 1,536 NOTE 27. Share-Based Compensation The Company has four share-based plans for certain key employees and directors whereby shares of common stock have been reserved for awards in the form of stock options or restricted stock awards. Pursuant to each plan, the compensation committee may grant options at prices equal to the fair value of the stock at the grant date. Total shares in plan, total shares available, and maximum restricted shares available as of December 31, 2012 are as follows: 1995 Stock Incentive Plan 2002 Stock Incentive Plan 2006 Stock Incentive Plan 2010 Stock Incentive Plan Total Total Shares in Plan Total Shares Available 250,000 125,000 200,000 250,000 825,000 79,451 - 15,850 250,000 345,301 Maximum Restricted Shares Available 79,451 - 15,850 35,000 130,301 The Company recognized share-based compensation expense of $31,000 and $42,000 for the years ended December 31, 2012 and 2011, respectively, related to restricted stock. The tax benefits associated with share-based compensation would have been approximately $14,000 and $10,000 for the years ended December 31, 2012 and 2011, respectively, if the Company had not been in a full valuation allowance. At December 31, 2012, the Company had $3,000 of unamortized restricted stock compensation. At December 31, 2011, the Company had $35,000 of unamortized restricted stock compensation. Restricted shares of stock granted generally have vesting and amortization periods of at least three years. 77 78 BNCCORP, INC. Annual Report 2012 81 Following is a summary of restricted stock activities for the years ended December 31: Following is a summary of stock option transactions for the years ended December 31: 2012 2011 Number Restricted Stock Shares 9,100 - (5,800) - 3,300 Weighted Average Grant Date Fair Value $ 4.47 - 6.16 - 1.50 Number Restricted Stock Shares 20,500 - (11,400) - 9,100 Weighted Average Grant Date Fair Value $ 4.42 - 4.39 - 4.47 Nonvested, beginning of year Granted Vested Forfeited Nonvested, end of year The Company granted 240,000 stock options on March 17, 2010. The stock options have a two year vesting period and a ten year contractual term. The exercise price is equal to the market price on grant date, which was $3.00. The fair value of each share option is estimated on the date of grant using a Black-Scholes methodology with the assumptions noted below: Expected volatility Dividend yield Risk-free interest rate – seven year treasury yield Expected life of stock option 32.56% 0.00% 3.201% 7 years The Company recognized share-based compensation expense of $29,000 and $140,000 for the years ended December 31, 2012 and 2011, respectively, related to share options. At December 31, 2012, the Company had $0 of unamortized compensation cost related to non-vested stock options granted. Options with exercise prices of: The Company is permitted to issue shares from treasury shares already held when options are exercised. Following is a summary of vested stock options and options expected to vest as of December 31, 2012: Number Weighted-average exercise price Weighted-average remaining contractual term Stock Options Outstanding 228,000 $3.00 7.3 years Stock Options Currently Exercisable 228,000 $3.00 7.3 years Stock Options Vested and Expected to Vest 228,000 $3.00 7.3 years Outstanding, beginning of year Granted Exercised Forfeited Outstanding, end of year Exercisable, end of year Weighted average fair value of Granted Exercised Forfeited - - - $ $ $ 3.76 2012 2011 Options to Purchase Shares 236,500 - (8,500) 228,000 228,000 $ $ $ $ $ $ Weighted Average Exercise Price 3.14 - - 7.00 3.00 3.00 Options to Purchase Shares Weighted Average Exercise Price 269,700 - - (33,200) 236,500 122,500 $ $ $ $ $ $ 3.49 - - 5.99 3.14 3.28 $ $ - - $ 2.82 Following is a summary of the status of options outstanding at December 31, 2012: Outstanding Options Exercisable Options Weighted Average Remaining Weighted Average Weighted Average Number Contractual Life Exercise Price Number Exercise Price $3.00 to $3.00 228,000 7.3 years $ 3.00 228,000 $ 3.00 82 BNCCORP, INC. Annual Report 2012 79 80 Following is a summary of restricted stock activities for the years ended December 31: Following is a summary of stock option transactions for the years ended December 31: Outstanding, beginning of year Granted Exercised Forfeited Outstanding, end of year Exercisable, end of year Weighted average fair value of Granted Exercised Forfeited 2012 2011 Options to Purchase Shares Weighted Average Exercise Price 236,500 - (8,500) - 228,000 228,000 $ $ $ $ $ $ 3.14 - 7.00 - 3.00 3.00 Options to Purchase Shares 269,700 - - (33,200) 236,500 122,500 Weighted Average Exercise Price 3.49 - - 5.99 3.14 3.28 $ $ $ $ $ $ $ $ $ - 3.76 - $ $ - - $ 2.82 Following is a summary of the status of options outstanding at December 31, 2012: The Company recognized share-based compensation expense of $29,000 and $140,000 for the years ended December 31, 2012 and 2011, respectively, related to share options. At December 31, 2012, the Company had $0 of unamortized compensation cost related to non-vested stock options granted. Options with exercise prices of: Outstanding Options Weighted Average Remaining Number Contractual Life Weighted Average Exercise Price Exercisable Options Weighted Average Exercise Price Number $3.00 to $3.00 228,000 7.3 years $ 3.00 228,000 $ 3.00 2012 2011 Number Restricted Stock Shares 9,100 - (5,800) - Weighted Average Grant Date Fair Value $ 4.47 6.16 - - Number Restricted Stock Shares 20,500 - (11,400) - 9,100 Weighted Average Grant Date Fair Value $ 4.42 - 4.39 - 4.47 Nonvested, beginning of year Granted Vested Forfeited Nonvested, end of year 3,300 1.50 The Company granted 240,000 stock options on March 17, 2010. The stock options have a two year vesting period and a ten year contractual term. The exercise price is equal to the market price on grant date, which was $3.00. The fair value of each share option is estimated on the date of grant using a Black-Scholes methodology with the assumptions noted below: Expected volatility Dividend yield Risk-free interest rate – seven year treasury yield Expected life of stock option 32.56% 0.00% 3.201% 7 years The Company is permitted to issue shares from treasury shares already held when options are exercised. Following is a summary of vested stock options and options expected to vest as of December 31, 2012: Number Weighted-average exercise price Weighted-average remaining contractual term Stock Options Outstanding 228,000 $3.00 7.3 years Stock Options Currently Exercisable Stock Options Vested and Expected to Vest 228,000 $3.00 7.3 years 228,000 $3.00 7.3 years 79 80 BNCCORP, INC. Annual Report 2012 83 NOTE 28. Condensed Financial Information-Parent Company Only Condensed financial information of BNCCORP, INC. on a parent company only basis is as follows: Parent Company Only Condensed Balance Sheets As of December 31 (In thousands, except per share data) Assets: Cash and cash equivalents Investment securities available for sale Investment in subsidiaries Receivable from subsidiaries Other Total assets Liabilities and stockholders’ equity: Subordinated debentures Payable to subsidiaries Accrued expenses and other liabilities Total liabilities 2012 2011 $ $ $ $ $ $ 12,630 - 78,961 1,179 2,337 95,107 22,430 54 9,305 31,789 3,242 - 63,129 155 241 66,767 22,427 42 6,396 28,865 Preferred stock, $.01 par value. Authorized 2,000,000 shares: Preferred Stock - 5% Series A 20,093 shares issued and outstanding; 19,859 19,635 Preferred Stock - 9% Series B 1,005 shares issued and outstanding; 1,029 1,052 Common stock, $.01 par value – Authorized 35,000,000 shares 3,300,652 and 3,301,007 shares issued and outstanding Capital surplus – common stock Retained earnings Treasury stock (368,001 and 367,646 shares, respectively) Accumulated other comprehensive loss, net of income taxes Total stockholders’ equity Total liabilities and stockholders’ equity 33 27,257 20,655 (5,064) (451) 63,318 95,107 $ $ 33 27,217 (4,508) (5,076) (451) 37,902 66,767 Income: Interest Management fee income Gain on sale of securities Other Total income Expenses: Interest Salaries and benefits Legal and other professional Depreciation and amortization Other Total expenses subsidiaries Income tax expense (benefit) Parent Company Only Condensed Statements of Operations For the Years Ended December 31 (In thousands) 2012 2011 $ 1,652 $ 1,661 8 - 38 1,698 1,631 856 618 1 887 3,993 (2,295) 3,089 794 25,830 6 - 38 1,705 1,402 748 517 1 831 3,499 (1,794) (16) (1,810) 6,018 Loss before income tax expense (benefit) and equity in income of Income (loss) before equity in income of subsidiaries Equity in earnings of subsidiaries Net income $ 26,624 $ 4,208 84 BNCCORP, INC. Annual Report 2012 81 82 NOTE 28. Condensed Financial Information-Parent Company Only Condensed financial information of BNCCORP, INC. on a parent company only basis is as follows: Parent Company Only Condensed Balance Sheets As of December 31 (In thousands, except per share data) Assets: Cash and cash equivalents Investment securities available for sale Investment in subsidiaries Receivable from subsidiaries Other Total assets Liabilities and stockholders’ equity: Subordinated debentures Payable to subsidiaries Accrued expenses and other liabilities Total liabilities 2012 2011 $ 12,630 $ 3,242 - - 78,961 1,179 2,337 63,129 155 241 95,107 $ 66,767 $ $ 54 9,305 31,789 42 6,396 28,865 Preferred stock, $.01 par value. Authorized 2,000,000 shares: Preferred Stock - 5% Series A 20,093 shares issued and outstanding; 19,859 19,635 Preferred Stock - 9% Series B 1,005 shares issued and outstanding; 1,029 1,052 Common stock, $.01 par value – Authorized 35,000,000 shares 3,300,652 and 3,301,007 shares issued and outstanding Capital surplus – common stock Retained earnings Treasury stock (368,001 and 367,646 shares, respectively) Accumulated other comprehensive loss, net of income taxes Total stockholders’ equity Total liabilities and stockholders’ equity 33 27,257 20,655 (5,064) (451) 63,318 33 27,217 (4,508) (5,076) (451) 37,902 $ 95,107 $ 66,767 Parent Company Only Condensed Statements of Operations For the Years Ended December 31 (In thousands) Income: Management fee income Interest Gain on sale of securities Other Total income Expenses: Interest Salaries and benefits Legal and other professional Depreciation and amortization 22,430 $ 22,427 Other Total expenses Loss before income tax expense (benefit) and equity in income of subsidiaries Income tax expense (benefit) Income (loss) before equity in income of subsidiaries Equity in earnings of subsidiaries Net income 2012 2011 $ 1,652 $ 1,661 8 - 38 1,698 1,631 856 618 1 887 3,993 (2,295) 3,089 794 25,830 6 - 38 1,705 1,402 748 517 1 831 3,499 (1,794) (16) (1,810) 6,018 $ 26,624 $ 4,208 81 82 BNCCORP, INC. Annual Report 2012 85 Parent Company Only Condensed Statements of Cash Flows For the Years Ended December 31 (In thousands) NOTE 29. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through March 28, 2013, the date at which the financial statements were available to be issued, and determined there are no other items to disclose. Operating activities: Net income Adjustments to reconcile net income to net cash provided by (used in) $ 26,624 $ 4,208 2012 2011 operating activities - Equity in undistributed income of subsidiaries Depreciation and amortization Share based compensation Change in prepaid expenses and other receivables Net realized gain on sale of investment securities Change in accrued expenses and other liabilities Net cash provided by (used in) operating activities Investing activities: Dividend paid by subsidiaries Proceeds from sale of investment securities Net cash provided by (used in) investing activities Financing activities: Proceeds from issuance of preferred stock Payment of preferred stock dividends Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplemental cash flow information: Interest paid Income taxes received (25,830) 3 40 (3,109) - 1,660 (612) 10,000 - 10,000 - - - 9,388 3,242 (6,018) 3 181 953 - 1,538 865 - - - - - - 865 2,377 $ 12,630 $ 3,242 $ 3,259 $ - $ 699 $ (391) 86 BNCCORP, INC. Annual Report 2012 83 84 Parent Company Only Condensed Statements of Cash Flows For the Years Ended December 31 (In thousands) NOTE 29. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through March 28, 2013, the date at which the financial statements were available to be issued, and determined there are no other items to disclose. Operating activities: Net income operating activities - Adjustments to reconcile net income to net cash provided by (used in) Equity in undistributed income of subsidiaries Depreciation and amortization Share based compensation Change in prepaid expenses and other receivables Net realized gain on sale of investment securities Change in accrued expenses and other liabilities Net cash provided by (used in) operating activities Investing activities: Dividend paid by subsidiaries Proceeds from sale of investment securities Net cash provided by (used in) investing activities Financing activities: Proceeds from issuance of preferred stock Payment of preferred stock dividends Net cash provided by (used in) financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplemental cash flow information: Interest paid Income taxes received 2012 2011 $ 26,624 $ 4,208 (25,830) 3 40 (3,109) - 1,660 (612) 10,000 - 10,000 - - - 9,388 3,242 (6,018) 3 181 953 - 1,538 865 - - - - - - 865 2,377 $ 12,630 $ 3,242 $ 3,259 $ - $ 699 $ (391) 83 84 BNCCORP, INC. Annual Report 2012 87 This page was intentionally left blank. 88 BNCCORP, INC. Annual Report 2012 CORPORATE DATA Investor Relations Gregory K. Cleveland, CPA (Inactive) President/CEO 602-852-3526 Timothy J. Franz, CPA (Inactive) Chief Financial Ofﬁcer 612-305-2213 General Inquiries: BNCCORP, INC. 322 East Main Avenue Bismarck, North Dakota 58501 Telephone (701) 250-3040 Facsimile (701) 222-3653 E-mail Inquiries: corp@bncbank.com Annual Meeting The 2013 annual meeting of stockholders will be held on Wednesday, June 19, 2013 at 8:30 a.m. (Central Daylight Time) at BNC National Bank, Second Floor Conference Room, 322 East Main Avenue, Bismarck, ND 58501. Independent Public Accountants KPMG LLP 233 South 13th Street Suite 1600 Lincoln, NE 68508 Securities Listing BNCCORP, INC.’s common stock is traded on the OTC Markets under the symbol: “BNCC.” There were 63 record holders of the Company’s common stock at March 13, 2013. COMMON STOCK PRICES For the Years Ended December 31, 2012(1) 2011(1) High Low Low High First Quarter $6.77 $2.02 $3.15 $1.55 Second Quarter $2.50 $2.00 $3.09 $2.15 Third Quarter $6.50 $2.11 $1.75 $2.50 $1.41 $10.55 $6.10 Fourth Quarter $3.15 (1) The quotes represent the high and low closing sales prices as reported by OTC Markets. Stock Transfer Agent and Registrar American Stock Transfer & Trust Company 59 Maiden Lane, Plaza Level New York, NY 10038 (800) 937-5449 DIRECTORS, BNCCORP, INC. Mark W. Sheffert Chairman of the Board of BNCCORP, INC. Chairman and Chief Executive Ofﬁcer, Manchester Companies, Inc. Gregory K. Cleveland, CPA (Inactive) President and Chief Executive Ofﬁcer Tracy Scott, CPA (Inactive) Retired Co-Founder of BNCCORP, INC. Gaylen Ghylin, CPA (Inactive) EVP, Secretary and CFO Tiller Corporation d/b/a Barton Sand & Gravel Co., Commercial Asphalt Co. and Barton Enterprises, Inc. Richard M. Johnsen, Jr. Chairman of the Board and Chief Executive Ofﬁcer, Johnsen Trailer Sales, Inc. Michael O’Rourke Attorney / Author Stephen H. Roman Partner FirstStrategic LLC DIRECTORS BNC National Bank Gregory K. Cleveland Shawn Cleveland Timothy J. Franz Dave Hoekstra Mark E. Peiler Scott Spillman SUBSIDIARIES BNC National Bank Headquarters: 20175 North 67th Ave Glendale, AZ 85308 Bank Branches: Bismarck Main 322 East Main Avenue Bismarck, ND 58501 Bismarck South 219 South 3rd Street Bismarck, ND 58504 Bismarck North 801 East Century Avenue Bismarck, ND 58503 Primrose Assisted Living Apartments 1144 College Drive Bismarck, ND 58501 Touchmark on West Century 1000 West Century Avenue Bismarck, ND 58503 Crosby 107 North Main Street Crosby, ND 58730 Garrison 92 North Main Garrison, ND 58540 Kenmare 103 1st Avenue SE Kenmare, ND 58746 Linton 104 North Broadway Linton, ND 58552 Stanley 210 South Main Stanley, ND 58784 Watford City 205 North Main Watford City, ND 58854 Minneapolis 240 Investors Bldg (Baker Center) 733 Marquette Ave, South Minneapolis, MN 55402 Perimeter 17550 North Perimeter Drive Scottsdale, AZ 85255 Mortgage Banking Branches: Scottsdale 17550 North Perimeter Drive Scottsdale, AZ 85255 Glendale 6685 W. Beardsley Glendale, AZ 85383 Golden Valley 650 Douglas Drive Golden Valley, MN 55422 Wichita 2868 North Ridge Road Wichita, KS 67205 Andover 511 North Andover Road Andover, Kansas 67002 Overland Park 7007 College Boulevard Overland Park, KS 66211 Topeka 2110 SW Belle Avenue Topeka, KS 66614 Moline 800 36th Avenue Moline, IL 61265 Independence 19045 E. Valley View Independence, MO 64055 Lincoln 6120 Apples Way Lincoln, NE 68516 Omaha 4900 Dodge Street Omaha, NE 68132 EXECUTIVE OFFICERS OF BNCCORP and Subsidiaries Gregory K. Cleveland, CPA (Inactive) President and Chief Executive Ofﬁcer Timothy J. Franz, CPA (Inactive) Chief Financial Ofﬁcer Shawn Cleveland, CPA Chief Operating Ofﬁcer, BNC National Bank Dave Hoekstra, CPA (Inactive) Chief Credit Ofﬁcer and President, BNC National Bank – North Dakota Market Mark E. Peiler, CFA Senior Vice President - Chief Investment Ofﬁcer BNCCORP, INC. Annual Report 2012 89 BNCCORP, INC. (BNCCORP or the Company) is a bank holding company registered under the Bank Holding Company Act of 1956, headquartered in Bismarck, North Dakota. It is the parent company of BNC National Bank (the Bank). The Company operates community banking and wealth management businesses in Arizona, Minnesota and North Dakota from 14 locations. BNC also conducts mortgage banking from 12 locations in Arizona, Minnesota, North Dakota, Illinois, Kansas, Nebraska and Missouri. 2 0 1 2 A n n u a l R e p o r t 2012 Annual Report

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