Attached files

file filename
EX-99.5 - EXHIBIT 99.5 - Xenith Bankshares, Inc.d242805dex995.htm
EX-99.4 - EXHIBIT 99.4 - Xenith Bankshares, Inc.d242805dex994.htm
EX-23.1 - EXHIBIT 23.1 - Xenith Bankshares, Inc.d242805dex231.htm
EX-23.2 - EXHIBIT 23.2 - Xenith Bankshares, Inc.d242805dex232.htm
8-K/A - AMENDMENT # 1 TO FORM 8-K - Xenith Bankshares, Inc.d242805d8ka.htm

Exhibit 99.3

Paragon Branch

Index of Financial Statements

 

     Page Number  

Report of Independent Certified Public Accountant

     2   

Statement of Assets Acquired and Liabilities Assumed as of June 30, 2011 (Unaudited) and December 31, 2010

     3   

Statement of Revenues and Direct Expenses for the year ended December 31, 2010 and the six-month periods ended June 30, 2011 and 2010 (Unaudited)

     4   

Notes to Financial Statements

     5   


REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors

Xenith Bankshares, Inc.

We have audited the accompanying Paragon Branch Statement of Assets Acquired and Liabilities Assumed by Xenith Bankshares, Inc. and Subsidiary as of December 31, 2010, and the Paragon Branch Statement of Revenues and Direct Expenses for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in the United States of America by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes 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 Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in all material respects, the assets acquired, liabilities assumed and revenues and direct expenses associated with the asset and liabilities of the Richmond, Virginia branch office of Paragon Commercial Bank as of December 31, 2010, and for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Raleigh, North Carolina

October 14, 2011

 

2


PARAGON BRANCH

STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

BY XENITH BANKSHARES, INC. AND SUBSIDIARY

AS OF JUNE 30, 2011 AND DECEMBER 31, 2010

 

(in thousands)    (Unaudited)
June 30, 2011
     December 31, 2010  

Assets acquired

     

Cash

   $ 115       $ 129   

Loans, net of allowance for loan and lease losses, 2011 - $927; 2010 - $926

     56,949         56,791   

Accrued interest receivable

     206         213   

Transportation equipment

     5         8   
  

 

 

    

 

 

 

Total assets acquired

   $ 57,275       $ 57,141   
  

 

 

    

 

 

 

Liabilities

     

Deposits

     

Demand and money market

   $ 74,248       $ 69,178   

Time

     4,057         4,737   
  

 

 

    

 

 

 

Total deposits

     78,305         73,915   

Accrued interest payable

     7         26   

Other liabilities

     249         218   
  

 

 

    

 

 

 

Total liabilities assumed

     78,561         74,159   
  

 

 

    

 

 

 

Net liabilities assumed

   $ 21,286       $ 17,018   
  

 

 

    

 

 

 

See notes to financial statements.

 

3


PARAGON BRANCH

STATEMENT OF REVENUES AND DIRECT EXPENSES

FOR THE YEAR ENDED DECEMBER 31, 2010 AND

THE SIX-MONTH PERIODS ENDED JUNE 30, 2011 AND 2010

 

      Year ended      (Unaudited)
Six months ended
 
(in thousands)    December 31, 2010      June 30, 2011      June 30, 2010  

Interest income

        

Interest and fees on loans

   $ 3,395       $ 1,751       $ 1,623   
  

 

 

    

 

 

    

 

 

 

Total interest income

     3,395         1,751         1,623   
  

 

 

    

 

 

    

 

 

 

Interest expense

        

Interest-bearing checking and money market

     729         265         370   

Time deposits

     83         36         41   

Repurchase agreements

     40         9         21   
  

 

 

    

 

 

    

 

 

 

Total interest expense

     852         310         432   
  

 

 

    

 

 

    

 

 

 

Net interest income

     2,543         1,441         1,191   

Provision for loan and lease losses

     355         1         46   
  

 

 

    

 

 

    

 

 

 

Net interest income after provision for loan and lease losses

     2,188         1,440         1,145   
  

 

 

    

 

 

    

 

 

 

Noninterest income

        

Service charges and fees

     28         9         19   
  

 

 

    

 

 

    

 

 

 

Total noninterest income

     28         9         19   
  

 

 

    

 

 

    

 

 

 

Noninterest expense

        

Salaries and employee benefits

     888         388         486   

FDIC and other supervisory assessments

     253         189         103   

Occupancy

     290         134         143   

Data processing, technology and communications

     124         71         52   

Equipment expense

     98         40         47   

Franchise, property and sales taxes

     116         60         59   

Other

     180         56         87   
  

 

 

    

 

 

    

 

 

 

Total noninterest expense

     1,949         938         977   
  

 

 

    

 

 

    

 

 

 

Revenues less direct expenses

   $ 267       $ 511       $ 187   
  

 

 

    

 

 

    

 

 

 

See notes to financial statements.

 

4


Note 1. Acquisition of Certain Assets and Liabilities of the Richmond Branch of Paragon Commercial Bank

Effective July 29, 2011, Xenith Bank, a Virginia banking corporation (“Xenith”) and wholly owned subsidiary of Xenith Bankshares, Inc. (the “Company”), completed the acquisition of select loans totaling approximately $58 million and related assets associated with the Richmond, Virginia branch office (the “Branch”) of Paragon Commercial Bank, a North Carolina banking corporation (“Paragon”), and the assumption of certain select deposit accounts totaling approximately $77 million and related liabilities associated with the Branch (the “Paragon Transaction”).

The Paragon Transaction was completed in accordance with the terms of the Amended and Restated Purchase and Assumption Agreement, dated as of July 25, 2011 (the “Paragon Agreement”), between Xenith and Paragon. Under the terms of the Paragon Agreement, Paragon retained the real and personal property associated with the Branch office and, subject to the receipt of required regulatory approvals, the Branch office will be closed. Under the terms of the Paragon Agreement, at the closing of the Paragon Transaction, Paragon made a cash payment to Xenith in the amount of $17.3 million, subject to adjustment as provided in the Paragon Agreement.

Note 2. Basis of Presentation

The accompanying statements of assets acquired and liabilities assumed as of June 30, 2011 and December 31, 2010 and the related statements of revenue and direct expenses for the year ended December 31, 2010 and the six-month periods ended June 30, 2011 and June 30, 2010 have been prepared for inclusion in a Current Report on Form 8-K to be filed by the Company and are not intended to be a complete presentation of the Branch’s assets, liabilities, revenues and expenses.

In accordance with the relief granted in the letter, dated August 19, 2011 from the staff of the Division of Corporation Finance of the Securities and Exchange Commission to the Company, the statements presented include only those assets acquired and liabilities assumed pursuant to the Paragon Agreement and include only those revenues, consisting solely of interest and fee income, and only those expenses directly associated with the acquired assets and assumed liabilities. The accompanying financial statements have been prepared from the accounting records maintained by Paragon. The Branch has not been accounted for as a separate legal entity, subsidiary or division of Paragon and stand-alone financial statements have never been prepared for the Branch. It is impracticable to provide full financial statements, which would include the allocation of certain corporate expenses to the Branch. Expenses that are not directly related to the acquired assets and assumed liabilities and that are omitted from the accompanying financial statements include, but are not limited to, corporate overhead, such as expenses related to the maintenance of Paragon’s corporate headquarters, interest expense related to Paragon borrowings, and corporate income taxes. Certain expenses have been allocated to the Paragon Branch based on estimated usage. The financial statements are not indicative of the financial condition or results of operations for the acquired Branch due to changes in the business and the omission of various operating expenses and the inclusion of various operating expenses that will not continue in the future. Future results of operations and financial position could differ materially from the historical results presented herein.

All dollar amounts included in the tables in these notes are in thousands.

Note 3. Summary of Significant Accounting Policies

 

5


Use of Estimates

The preparation of financial statements in accordance 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 and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity are reported at their outstanding principal balance adjusted for charge-offs, the allowance for loan and lease losses, and any deferred fees or costs or originated loans and unamortized premiums or discounts on purchased loans. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield of the related loan. The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. When interest accrual is discontinued, all unpaid accrued interest is reversed and any subsequent payments received are applied only to the outstanding principal balance.

Allowance for Loan and Lease Losses

The allowance for loan and lease losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. The provision for loan losses is based upon management’s best estimate of the amount needed to provide for losses that are inherent in the portfolio. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan and lease losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of the current status of the portfolio, historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. Management analyzes the loan portfolio by loan type in considering each of the aforementioned factors and their impact upon the level of the allowance for loan and lease losses.

Loans are considered impaired when it is probable that all amounts due will not be collected in accordance with the contractual terms of the loan agreement. The measurement of impaired loans is generally based on the present value of expected future cash flows discounted at the historical effective interest rate, or upon the fair value of the collateral if the loan is collateral dependent. If the recorded investment in the loan exceeds the measure of fair value, a valuation allowance is established as a component of the allowance for loan losses. While management uses the best information available to make evaluations, future adjustments to the allowance may be necessary, if conditions differ substantially from the assumptions used in making the evaluations. In addition, regulatory examiners may require adjustments to the allowance for loan and lease losses based on their judgments about information available to them at the time of their examination.

Note 4. Loans

The following table presents the composition of acquired loans as of the dates stated:

 

6


     (Unaudited)
June 30, 2011
    December 31, 2010  
     Amount     Percent of
Total
    Amount     Percent of
Total
 

Commercial and industrial

   $ 36,183        62.5   $ 36,065        62.5

Commercial real estate

     18,862        32.6     18,873        32.7

Residential real estate

     2,107        3.6     2,134        3.7

Consumer

     724        1.3     644        1.1
  

 

 

   

 

 

   

 

 

   

 

 

 

Total loans

     57,876        100.0     57,717        100.0

Allowance for loan and lease losses

     (927       (926  
  

 

 

     

 

 

   

Total loans, net of allowance

   $ 56,949        $ 56,791     
  

 

 

     

 

 

   

The following table presents the activity in the allowance for loan losses relating to the acquired loans as of the dates stated:

 

     (Unaudited)
Six months  ended
June 30, 2011
     Year ended
December 31, 2010
 

Balance at beginning of period

   $ 926       $ 571   

Provision for loan and lease losses

     1         355   
  

 

 

    

 

 

 

Balance at end of period

   $ 927       $ 926   
  

 

 

    

 

 

 

There were no loans deemed impaired as of June 30, 2011 or December 31, 2010.

Note 5. Deposits

The following table presents the composition of assumed deposits as of the dates stated:

 

     (Unaudited)
June 30,  2011
     December 31, 2010  

Noninterest-bearing demand deposits

   $ 23,080       $ 20,624   

Interest-bearing:

     

Demand and money market

     51,168         48,554   

Time deposits of $100,000 or more

     3,474         4,104   

Other time deposits

     583         633   
  

 

 

    

 

 

 

Total deposits

   $ 78,305       $ 73,915   
  

 

 

    

 

 

 

 

7