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BNC Bancorp – ‘11-KT/A’ for 12/31/14

On:  Friday, 6/26/15, at 12:00pm ET   ·   For:  12/31/14   ·   Accession #:  1210227-15-54   ·   File #:  0-50128

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 6/26/15  BNC Bancorp                       11-KT/A    12/31/14    2:451K

Amendment to Annual-Transition Report of an Employee Stock Purchase, Savings or Similar Plan   —   Form 11-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 11-KT/A     Form 11-K                                           HTML    144K 
 2: EX-23.1     Consent of Experts or Counsel                       HTML      5K 


11-KT/A   —   Form 11-K


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  12/31/2014 Form 11-K  


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 11-K
 
FOR ANNUAL REPORTS OF EMPLOYEE
STOCK PURCHASE, SAVINGS AND SIMILAR PLANS

PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
(Mark One)
 
 
¨
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended
  
OR
 
 
ý
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from June 1, 2014 to December 31, 2014
 
Commission File Number 000-50128
 
 
A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
 
Bank of North Carolina Savings and Profit Sharing Plan and Trust
 
 
B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
 
BNC Bancorp
3980 Premier Drive, Suite 210
High Point, North Carolina 27265













        
BANK OF NORTH CAROLINA SAVINGS AND PROFIT SHARING PLAN AND TRUST
 
Financial Statements And Supplemental Schedule
 
As of and for the Seven Months Ended December 31, 2014 and as of and for the Year Ended May 31, 2014

 
And Report of Independent Registered Public Accounting Firm
 




BANK OF NORTH CAROLINA
SAVINGS AND PROFIT SHARING PLAN AND TRUST
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
1

 
 

FINANCIAL STATEMENTS
 

Statements of Net Assets Available for Benefits
2

Statements of Changes in Net Assets Available for Benefits
3

Notes to Financial Statements
4

 
 

SUPPLEMENTAL SCHEDULE
 

Schedule of Assets (Held at End of Year)
12

 
Note: All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
 








Report of Independent Registered Public Accounting Firm


The Participants and Administrator of
Bank of North Carolina Savings and Profit Sharing Plan and Trust
High Point, North Carolina

We have audited the accompanying statements of net assets available for benefits of the Bank of North Carolina Savings and Profit Sharing Plan and Trust (the “Plan”) as of December 31, 2014 and May 31, 2014, and the related statements of changes in net assets available for benefits for the seven months ended December 31, 2014 and the year ended May 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements of the Plan referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2014 and May 31, 2014, and changes in net assets available for benefits for the seven months ended December 31, 2014 and the year ended May 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2014, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements as a whole.

/s/ Cherry Bekaert LLP

Raleigh, North Carolina
June 26, 2015

1



BANK OF NORTH CAROLINA
SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
 
 
 
 
Assets
 
 

 
 

Investments:
 
 

 
 

  Common collective trust
 
$
3,580,117

 
$
3,264,689

  Mutual funds
 
5,903,037

 
6,027,486

  Pooled separate accounts
 
18,985,605

 
16,856,239

  BNC Bancorp common stock
 
5,674,330

 
5,601,748

     Total investments
 
34,143,089

 
31,750,162

Receivables:
 
 

 
 

  Notes receivable from participants
 
1,104,950

 
1,122,654

     Total receivables
 
1,104,950

 
1,122,654

     Total assets
 
35,248,039

 
32,872,816

Liabilities
 
 

 
 

  Excess contributions payable
 

 
7,698

     Total liabilities
 

 
7,698

Net assets available for benefits at fair value
 
35,248,039

 
32,865,118

Adjustment from fair value to contract value for fully benefit responsive investment contracts
 
(37,646
)
 
(27,922
)
Net assets available for benefits
 
$
35,210,393

 
$
32,837,196

 
The accompanying notes to the financial statements are an integral part of this statement.
 

2



BANK OF NORTH CAROLINA
SAVINGS AND PROFIT SHARING PLAN AND TRUST
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
 
 
 
Seven Months Ended December 31, 2014
 
Year Ended May 31, 2014
Additions to net assets attributed to:
 
 

 
 

  Investment income:
 
 

 
 

     Net appreciation in fair value of investments
 
$
679,636

 
$
4,218,320

     Interest and dividends
 
80,469

 
141,673

       Total investment income
 
760,105

 
4,359,993

Interest income on notes receivable from participants
 
29,513

 
40,519

Contributions:
 
 

 
 

  Participant contributions
 
1,933,048

 
2,748,851

  Employer contributions
 
581,562

 
1,005,878

  Rollover contributions
 
557,257

 
738,428

     Total contributions
 
3,071,867

 
4,493,157

Transfer of assets from merged plan
 

 
4,779,161

     Total additions
 
3,861,485

 
13,672,830

Deductions from net assets attributed to:
 
 

 
 

  Benefits paid to participants
 
1,473,728

 
2,276,354

  Administrative expenses
 
14,560

 
18,890

  Corrective distributions
 

 
8,690

     Total deductions
 
1,488,288

 
2,303,934

Net increase in net assets
 
2,373,197

 
11,368,896

Net assets available for benefits, beginning of year
 
32,837,196

 
21,468,300

Net assets available for benefits, end of year
 
$
35,210,393

 
$
32,837,196

 
The accompanying notes to the financial statements are an integral part of this statement.


 


3



BANK OF NORTH CAROLINA
SAVINGS AND PROFIT SHARING PLAN AND TRUST
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE SEVEN MONTHS ENDED DECEMBER 31, 2014 AND AS OF AND FOR THE YEAR ENDED MAY 31, 2014


Note 1 — Description of the plan
 
The following brief description of the Bank of North Carolina Savings and Profit Sharing Plan and Trust (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General - The Plan was officially adopted and effective on January 1, 1997. The Plan is a defined contribution pension plan covering all non-bargaining unit employees of the Bank of North Carolina (the “Company”) who have attained the age of 18. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Effective January 1, 2015, the Plan Year was changed to the twelve month period ending each December 31. Prior to this change, the Plan Year was the twelve month period ending each May 31. The change in Plan Year resulted in a short plan year during 2014, beginning June 1, 2014 and ending December 31, 2014.

On January 1, 2015, the Company adopted safe harbor plan provisions such that the Plan would operate on a safe harbor basis. Under these safe harbor provisions, the Company will make a specific contribution each pay period to each participant in the Plan, which is fully vested in the participants' account. In addition, the Plan is not subject to annual benefits testing like a traditional 401(k) plan.

Contributions - Each year, participants may contribute up to 75% of pre-tax annual compensation subject to Internal Revenue Code Limitations, as defined in the Plan. Participants may also contribute rollovers from other qualified plans. Participants direct the investment of their contributions into various investment options offered by the Plan. For the seven months ended December 31, 2014 and the year ended May 31, 2014, the Company made matching contributions to the Plan equal to 50% of employees’ elective deferral contributions up to 6% of pre-tax compensation. Employees who are eligible to make elective deferrals under the Plan and who have attained age 50 before the close of the Plan year are eligible to make catch-up contributions.

Effective January 1, 2015, the Company's match of participant elective deferral contributions increased to 100% of participant elective deferral contributions up to 3% of the participant's pre-tax compensation and 50% of participant elective deferral contributions that are over 3% but not over 5% of the participant's pre-tax compensation.

Participant Accounts - Each participant's account is credited with the participant’s contribution, including any rollover amounts from qualified plans, and allocations of the Company’s contribution. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting - Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Prior to January 1, 2015, vesting in the Company’s contribution portion of a participant’s account was based on years of continuous service as follows:

 
 
Vesting
Years of Service
Percentage
Less than one
—%
1
20%
2
40%
3
60%
4
80%
5 and beyond
100%
 
Effective January 1, 2015, the Company's contributions, both past and future, became fully vested.


4




Payment of Benefits - Participants may withdraw all or a portion of their vested account if they terminate employment before attaining normal retirement age, become disabled, or attain normal retirement age but continue to work. Participants may also withdraw from the Plan when they attain age 59 ½ but continue to work or qualify for in-service distributions on account of financial hardship. Payments from the Plan that are eligible rollover distributions may be either paid in a direct rollover to an individual retirement account of another employer plan or paid directly to the participant. If the vested portion is between $1,000 and $5,000, and the participant does not elect to receive the distribution in a lump sum or direct rollover, benefits will be paid as a direct rollover to an individual retirement account. If the vested account balance is more than $5,000, all or a portion of benefits will be paid as a lump sum.

Notes Receivable from Participants - The minimum amount participants may borrow from the Plan is $1,000. Participants may borrow from their accounts up to $50,000 or 50% of their vested account balance, whichever is less. All loans are secured by the participant’s vested balance and bear interest at a reasonable fixed rate of interest determined by the Loan Administrator. The interest rate for the notes receivable from participants is 4.25%. Loan repayments must be amortized in level payments, not less frequently than quarterly, over a period not exceeding five years from the date of the loan, unless such loan is used to acquire a dwelling unit which, within a reasonable time, will be used as the principal residence of the participant.

Forfeited Accounts - When certain terminations of participation in the Plan occur, the nonvested portion of the participant’s account, as defined by the Plan, represents a forfeiture. Such forfeitures are used to reduce future employer contributions. At December 31, 2014 and May 31, 2014, forfeited nonvested amounts totaled $17,390 and $103,715, respectively. The forfeited amounts as of December 31, 2014 will be used to reduce expenses during 2015. During the seven months ended December 31, 2014 and the year ended May 31, 2014, $132,483 and $32,655 of forfeited accounts, respectively, were used to reduce employer contributions and expenses.
    
Administrative Expenses - All reasonable expenses of administration including, but not limited to, those involved in retaining necessary professional assistance are paid by the Company. During the seven months ended December 31, 2014 and the Plan year ended May 31, 2014, administrative expenses totaled $14,560 and $18,890, respectively.

Note 2 — Summary of significant accounting policies
 
Basis of Accounting - The accompanying financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared using the contract value basis for fully benefit-responsive investment contracts.

Investment Valuation and Income Recognition - Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan’s Investment Committee determines the Plan’s valuation policies utilizing information provided by the investment advisers, custodians and insurance company. See Note 4 for discussion of fair value measurements.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation in the fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Payment of Benefits - Benefits are recorded when paid.

Expenses - Management fees and operating expenses charged to the Plan for investments in the mutual funds are deducted from income earned on a daily basis and are not separately reflected. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments. Certain expenses of maintaining the Plan are paid directly by the Company and are excluded from these financial statements. Fees related to the administration of notes receivable from participants are charged directly to the participant’s accounts and are included in administrative expenses.


5



Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Excess Contributions Payable - The Plan is required to return contributions received during the plan year in excess of the Internal Revenue Code limits. These returned contributions are reported as a deductions from net assets on the Statements of Changes in Net Assets Available for Benefits.

Recent Accounting Pronouncements - In May 2015, the Financial Accounting Standards Board issued Accounting Standards Update No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). ASU 2015-07 removes the requirement to include investments in the fair value hierarchy for which fair value is measured using the net asset value per share practical expedient under ASC 820. ASU 2015-07 is effective for the Plan retrospectively for the year ending December 31, 2016 with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2015-07 will have on the Plan’s financial statements.

Note 3 — Investments
 
The following presents investments that represent 5% or more of the Plan’s net assets available for benefits:
 
 
 
 
BNC Bancorp common stock
 
 

 
 

   329,711.457 shares and 330,290.198 shares, respectively
 
$
5,674,330

 
$
5,601,748

Principal Stable Value Fund at contract value
 
 

 
 

197,624.734 units and 181,171.846 units, respectively
(fair value $3,580,117 and $3,264,689, respectively)
 
3,542,471

 
3,236,767

Principal Large Cap S&P 500 Index Separate Account
 
 

 
 

   26,033.350 units and 23,478.960 units, respectively
 
2,322,114

 
1,939,804

Principal Lifetime 2020 Separate Account
 
 

 
 

   103,558.229 units and 95,717.223 units, respectively
 
2,307,366

 
2,094,152

Principal Mid Cap S&P 400 Index Separate Account
 
 
 
 

   46,757.337 units and 43,733.464 units, respectively
 
1,932,497

 
1,704,845

 
The Principal Stable Value Fund is a common collective trust fund which consists of the Union Bond and Trust Company Principal Stable Value Fund. This fund consists of investments in contracts at fair value of the underlying investments, which are then adjusted by the issuer to contract value. The fund may invest in fixed interest insurance investment contracts, money market funds, corporate and government bonds, mortgage backed securities, bond funds, and other fixed income securities. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made to the fund, plus earnings, less participant withdrawals. The net realizable value of the common collective trust’s assets is dependent upon the financial stability of the issuing entity and its ability to fulfill the terms of the contracts.

Income from investment contracts in the fund is recorded at the contract rate, is referred to as the crediting rate, which in the case of synthetic contracts are net of fees to the issuer of the wrap contract. At December 31, 2014 and May 31, 2014, there were no reserves established against contract values for credit risk. The latest available reports for the Union Bond and Trust Company Principal Stable Value Fund were for the year ended December 31, 2014. The average yield was 1.41% and the crediting interest rate was 1.86% for the year ended December 31, 2014. The crediting rate is adjusted either monthly or quarterly, but in no event is the crediting rate less than zero percent.

The Plan’s investments (including gains and losses on investments bought and sold, as well as held during the periods presented) appreciated (depreciated) in value as follows:
 

6



 
 
Seven Months Ended December 31, 2014
 
Year Ended May 31, 2014
Common collective trust
 
$
18,884

 
$
14,785

Mutual funds
 
(202,889
)
 
362,387

Pooled separate accounts
 
784,914

 
1,890,719

BNC Bancorp common stock
 
78,727

 
1,950,429

 
 
$
679,636

 
$
4,218,320


Note 4 — Fair value of financial investments
 
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy under FASB ASC 820 (Fair Value Measurements and Disclosures) are described as follows:

Level 1 - Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; and, inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
 
Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used during the seven months ended December 31, 2014 and the year ended May 31, 2014.

Common Collective Trust

Valued at the net asset value (“NAV”) of units of a bank collective trust. The NAV, as provided by the trustee, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the fund less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Were the Plan to initiate a full redemption of the collective trust, the investment adviser reserves the right to temporarily delay withdrawal from the trust in order to ensure that securities liquidations will be carried out in an orderly business manner.

Mutual Funds

Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the SEC. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Pooled Separate Accounts

These investments are represented by a unit of account whose per unit value is the result of the accumulated values of the underlying investments. The underlying investments are public investment vehicles valued using the NAV. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAVs of the underlying investments are quoted in an active market. The Plan has no unfunded commitments related to the pooled separate accounts and redemptions and subscriptions are permitted daily. As such, the pooled separate accounts are classified within Level 2 of the valuation hierarchy.

7




BNC Bancorp Common Stock

Valued at the closing price reported on the active market on which the individual securities are traded.

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2014 and May 31, 2014:
 
 
Assets at fair value as of December 31, 2014
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Fair Value
Mutual funds:
 
 
 
 
 
 
 
 
  Small/mid U.S. equity
 
$634,037
 
$—
 
$—
 
$634,037
  International equity
 
2,284,084
 
 
 
2,284,084
  Balanced/asset allocation
 
463,726
 
 
 
463,726
  Fixed income
 
2,331,598
 
 
 
2,331,598
  Bond fund
 
189,592
 
 
 
189,592
Pooled separate accounts:
 
 
 
 
 
 
 
  Large U.S. equity
 
 
5,318,513
 
 
5,318,513
  Small/mid U.S. equity
 
 
3,941,011
 
 
3,941,011
  Balanced/asset allocation
 
 
9,544,112
 
 
9,544,112
  Fixed income
 
 
181,969
 
 
181,969
BNC Bancorp common stock
 
5,674,330
 
 
 
 
5,674,330
Common collective trust
 
 
3,580,117
 
 
3,580,117
Total assets at fair value
 
$11,577,367
 
$22,565,722
 
$—
 
$34,143,089

 
 
Assets at fair value as of May 31, 2014
 
 
Level 1
 
Level 2
 
Level 3
 
Total
Fair Value
Mutual funds:
 
 
 
 
 
 
 
 
  Small/mid U.S. equity
 
$516,158
 
$—
 
$—
 
$516,158
  International equity
 
2,326,621
 
 
 
2,326,621
  Balanced/asset allocation
 
614,191
 
 
 
614,191
  Fixed income
 
2,329,333
 
 
 
2,329,333
  Bond fund
 
241,183
 
 
 
241,183
Pooled separate accounts:
 
 
 
 
 
 
 
 
  Large U.S. equity
 
 
4,475,169
 
 
4,475,169
  Small/mid U.S. equity
 
 
3,561,838
 
 
3,561,838
  Balanced/asset allocation
 
 
8,603,107
 
 
8,603,107
  Fixed income
 
 
216,125
 
 
216,125
BNC Bancorp common stock
 
5,601,748
 
 
 
 
5,601,748
Common collective trust
 
 
3,264,689
 
 
3,264,689
Total assets at fair value
 
$11,629,234
 
$20,120,928
 
$—
 
$31,750,162
 
Fair value of investments in entities that use NAV

The following table summarizes investments measured at fair value based on NAV per share as of December 31, 2014 and May 31, 2014:


8



 
 
Fair value
 
Unfunded commitments
 
Redemption frequency (if currently eligible)
 
Redemption notice period
 
 
 
 
 
 
 
 
Common collective trust
 
$3,580,117
 
N/A
 
Daily
 
30 days
 
 
 
 
 
 
 
 
 
Pooled separate accounts
 
18,985,605
 
N/A
 
Daily
 
30 days
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common collective trust
 
$3,264,689
 
N/A
 
Daily
 
30 days
 
 
 
 
 
 
 
 
 
Pooled separate accounts
 
16,856,239
 
N/A
 
Daily
 
30 days

Note 5 — Tax status
 
On December 1, 2011, the Plan adopted a custom plan sponsored by Principal Financial Group (“Principal”). The Internal Revenue Service (“IRS”) has determined and informed the Plan’s prior prototype with Ascensus (the Plan’s prior third party administrator) by letter dated March 31, 2008, that the prototype document satisfied the applicable sections of the Internal Revenue Code (“IRC”). The Plan itself has not received a determination letter from the IRS upon adoption of the custom Principal plan, which has similar requirements to the Ascensus prototype plan. However, the Plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and has no income subject to unrelated business income tax, and therefore, the Plan continues to be tax-exempt.

GAAP requires Plan Management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. Plan Management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014 and May 31, 2014, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to audit by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. Plan Management believes it is no longer subject to income tax examinations for years prior to 2012.

Note 6 — Party in interest transactions
 
For the seven months ended December 31, 2014 and the year ended May 31, 2014, administrative expenses are paid to Principal Life Insurance Company, the administrator, by the Company. Approximately sixteen percent of the Plan’s investments are held in BNC Bancorp Stock, the Bank of North Carolina’s parent company. Principal Trust Company, who is the custodian of the Plan through Principal Financial Group, offers several investment options to participants. Participant loans are available to participants who meet certain Plan requirements. These investments and participant loans are party-in-interest transactions.
 
Note 7 — Plan termination
 
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

Note 8 — Plan merger

The Plan Sponsor acquired Randolph Bank & Trust Company as of October 1, 2013. Effective November 1, 2013, the Randolph Bank 401(k) Plan & Trust Company merged into the Plan. Total assets transferred to the Bank of North Carolina Savings and Profit Sharing Plan and Trust were $4,779,161.


9



Note 9 — Risks and uncertainties

Investment securities in general, are subject to various risks, such as interest rate, credit and overall market volatility. Due to the levels of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

Note 10 — Reconciliation of financial statements to Form 5500
 
The following is a reconciliation of net assets available for benefits per the financial statements to Form 5500:
 
 
 
 
Net assets available for benefits per financial statements
 
$
35,210,393

 
$
32,837,196

Excess contributions payable
 

 
7,698

Adjustment from fair value to contract value for fully benefit responsive investment contracts
 
37,646

 
27,922

Net assets available for benefits per Form 5500
 
$
35,248,039

 
$
32,872,816

 
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements to the Form 5500:
 
 
 
Seven Months Ended December 31, 2014
 
Year Ended May 31, 2014
Net increase in net assets available for benefits per the financial statements
 
$
2,373,197

 
$
11,368,896

Increase (decrease) in excess contributions payable
 
(7,698
)
 
992

Increase (decrease) in adjustment from fair value to contract value for fully benefit-responsive investment contracts
 
9,724

 
(23,431
)
Transfer of assets to the Plan during the Plan year
 

 
(4,779,161
)
Net increase in net assets available for benefits per Form 5500
 
$
2,375,223

 
$
6,567,296

 

10




 











SUPPLEMENTAL SCHEDULE
 
 


  





BANK OF NORTH CAROLINA
SAVINGS AND PROFIT SHARING PLAN AND TRUST
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
FORM 5500 – SCHEDULE H (PART IV, LINE 4i)
I.D. NUMBER:  56-1663154       PLAN NUMBER:  001
 
 
 
 
(c)
 
 
(b)
Description of Investment
(e)
 
Identity of Issuer, Borrower,
Including Maturity Date, Rate of Interest,
Current
(a)
Lessor or Similar Party
Collateral, Par, or Maturity Value
Value
 
 
 
 
 
Common collective trust:
 
 

*
  Principal Stable Value Fund
197,624.734 shares
$
3,580,117

 
 
 
 
 
Mutual funds:
 
 
 
  American Century Heritage A Fund
6,525.239 shares
145,904

 
  Eagle Small Cap Growth R3 Fund
3,615.249 shares
188,318

 
  Fidelity Advisory Strategic Income T Fund
66,168.203 shares
790,818

 
  Franklin Income R Fund
196,494.132 shares
463,726

 
  Heartland Value Plus Fund
3,228.894 shares
102,227

 
  Heartland Select Value I Fund
6,312.436 shares
197,588

 
  Oppenheimer International Dividend R Fund
70,597.988 shares
967,899

 
  Oppenheimer Developing Markets R Fund
5,680.454 shares
194,158

 
  American Funds Small Cap World R3 Fund
25,552.888 shares
1,122,027

 
  Pimco Real Return R Fund
39,954.446 shares
436,491

 
  Pimco Total Return R Fund
103,412.258 shares
1,104,289

 
  Pimco Com Real Return Str R Fund
43,785.694 shares
189,592

 
     Total mutual funds
 
5,903,037

 
 
 
 
 
Pooled separate accounts:
 
 
*
  Principal Lifetime 2010 Separate Account
7,385.655 shares
150,383

*
  Principal Lifetime 2020 Separate Account
103,558.229 shares
2,307,366

*
  Principal Lifetime 2030 Separate Account
51,751.795 shares
1,170,304

*
  Principal Lifetime 2040 Separate Account
28,435.198 shares
659,806

*
  Principal Lifetime 2050 Separate Account
14,182.147 shares
320,065

*
  Principal Lifetime 2060 Separate Account
793.346 shares
10,017

*
  Principal Lifetime Strategic Income Separate Account
2,143.905 shares
39,969

*
  Principal Lifetime 2015 Separate Account
85,384.460 shares
1,185,394

*
  Principal Lifetime 2025 Separate Account
85,428.232 shares
1,210,813

*
  Principal Lifetime 2035 Separate Account
91,697.063 shares
1,328,003

*
  Principal Lifetime 2045 Separate Account
72,837.971 shares
1,066,782

*
  Principal Lifetime 2055 Separate Account
6,523.589 shares
95,210

 
  Edge Asset Management Equity Income Separate Account
59,945.916 shares
1,425,609

*
  Principal Large Cap S&P 500 Index Separate Account
26,033.350 shares
2,322,114

*
  Principal Mid Cap S&P 400 Index Separate Account
46,757.337 shares
1,932,497

*
  Principal Small Cap S&P 600 Index Separate Account
32,855.025 shares
1,399,980

*
  Principal Real Estate Secs Separate Account
13,946.727 shares
608,534


12



*
  Principal High Yield I Separate Account
8,774.458 shares
181,969

 
  T. Rowe Price Large Cap Growth Separate Account
83,577.181 shares
1,570,790

 
     Total pooled separate accounts
 
18,985,605

 
 
 
 
 
Common Stock:
 
 
*
  BNC Bancorp Stock
 329,711.457 shares
5,674,330

 
 
 
 
*
Participant loans
4.25%
1,104,950

 
 
 
 
 
Total
 
$
35,248,039

 
An asterisk (*) in column (a) denotes a party-in-interest to the plan.
Column (d), cost of investments, is not applicable as these are participant directed accounts.

  



13



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Bank of North Carolina Savings and Profit Sharing Plan and Trust
By:
 
 
 
 
 
 
 
Plan Administrator





Exhibit List
 
Exhibit No.
 
Description
23.1
 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘11-KT/A’ Filing    Date    Other Filings
12/31/16
Filed on:6/26/15
1/1/15
For Period End:12/31/1410-K
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11/1/134
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12/1/114
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