-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VcAuxzmv1QyIOuxQ2cFeL6gmd8Bk0xebSxKU6Pzx+RUvbJ9LNiletfXIKug1qYpx f5Olb0FLGgBs5OBn55B72w== 0000945434-05-000017.txt : 20050630 0000945434-05-000017.hdr.sgml : 20050630 20050630120151 ACCESSION NUMBER: 0000945434-05-000017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BNCCORP INC CENTRAL INDEX KEY: 0000945434 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 450402816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16527 FILM NUMBER: 05927414 BUSINESS ADDRESS: STREET 1: 322 E MAIN STREET 2: PO BOX 4050 CITY: BISMARCK STATE: ND ZIP: 58501 BUSINESS PHONE: 7012503040 MAIL ADDRESS: STREET 1: 322 E MAIN STREET 2: PO BOX 4050 CITY: BISMARCK STATE: ND ZIP: 58501 11-K 1 form11k123104.htm

 


U. S. SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 


FORM 11-K


 

 

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2004

 

OR

 

o

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 0-19508

 

A.       Full title of the plan and the address of the plan, if different from that of the Issuer named below:

                BNCCORP, Inc. 401(k) Savings Plan

 

B.       Name of issuer of the securities held pursuant to the plan and the address of its principal office:

BNCCORP, Inc.

322 East Main

Bismarck, North Dakota 58501

 

 

 


 

 

 



 

 

Index to Financial Statements and Schedules

 

Page

Report of independent registered public accounting firm

1

Statements of net assets available for benefits

2

Statements of changes in net assets available for benefits

3

Notes to financial statements

4

Schedule H, Line 4i – Schedule of Assets (Held At End of Year)

9

 



 

 

Report of Independent Registered Public Accounting Firm

To the Plan Administrator of

BNCCORP, Inc. 401(k) Savings Plan:

We have audited the accompanying statements of net assets available for benefits of BNCCORP, Inc. 401(k) Savings Plan (the Plan) as of December 31, 2004 and 2003, and the related statements of changes in net assets available for benefits for the years then ended. 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. 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 referred to above present fairly, in all material respects, the statements of net assets available for benefits of the Plan as of December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employer Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

[signed] KPMG LLP

Minneapolis, Minnesota

June 17, 2005

 

1

 



 

BNCCORP, INC. 401(k) SAVINGS PLAN

Statements of net assets available for benefits

As of December 31

 

 

 

 

2004

 

 

2003

 

 

 

 

 

 

 

 

INVESTMENTS (at fair value):

 

 

 

 

 

 

Cash and cash equivalents

 

$                 —

 

 

$     109,845

 

Certificates of deposit

 

1,350,083

 

 

1,957,106

 

Foreign certificates of deposit

 

170,235

 

 

 

Mutual funds

 

6,879,084

 

 

4,612,447

 

Common stock of BNCCORP, Inc.

 

2,843,198

 

 

3,327,558

 

Common/collective trust

 

97,834

 

 

79,602

 

Loans to participants

 

189,466

 

 

170,885

 

Total investments

 

11,529,900

 

 

10,257,443

 

CONTRIBUTIONS RECEIVABLE

 

418,039

 

 

340,613

 

Total assets

 

11,947,939

 

 

10,598,056

 

LIABILITIES:

 

 

 

 

 

 

Forfeitures

 

592

 

 

19,236

 

Total liabilities

 

592

 

 

19,236

 

Net assets available for benefits

 

$11,947,347

 

 

$10,578,820

 

 

The accompanying notes are an integral part of these financial statements.

 

 

2

 



 

BNCCORP, INC. 401(k) SAVINGS PLAN

Statements of changes in net assets available for benefits

For the years ended December 31

 

 

 

 

 

2004

 

 

2003

 

Investment income (loss):

 

 

 

 

 

 

 

Loan interest income

 

 

$         9,835

 

 

$       11,182

 

Interest

 

 

179,508

 

 

116,866

 

Net realized and unrealized gains

 

 

318,469

 

 

3,273,158

 

 

 

 

 

 

 

 

 

Total investment income (loss)

 

 

507,812

 

 

3,401,206

 

 

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

 

 

Participant

 

 

1,113,237

 

 

854,723

 

Employer

 

 

374,325

 

 

340,613

 

Rollover

 

 

238,329

 

 

290,043

 

Loans transferred in kind

 

 

 

 

3,933

 

Assets transferred in kind due to merger (note 7)

 

 

 

 

1,168,389

 

 

 

 

 

 

 

 

 

Total contributions

 

 

1,725,891

 

 

2,657,701

 

 

 

 

 

 

 

 

 

Less benefit payments

 

 

864,584

 

 

948,159

 

Less forfeitures

 

 

592

 

 

19,236

 

 

 

 

 

 

 

 

 

Increase in net assets available for plan                     benefits

 

 

1,368,527

 

 

5,091,512

 

 

 

 

 

 

 

 

 

Net assets available for plan benefits:

 

 

 

 

 

 

 

Beginning of year

 

 

10,578,820

 

 

5,487,308

 

End of year

 

 

$ 11,947,347

 

 

$ 10,578,820

 

 

The accompanying notes are an integral part of these financial statements.

 

3

 



BNCCORP, INC. 401(k) SAVINGS PLAN

Notes to financial statements

December 31, 2004 and 2003

 

1

Description of the Plan

General

The BNCCORP, Inc. 401(k) Savings Plan (the Plan) was established effective February 1, 1992 as a profit-sharing plan under Section 401(a) of the Internal Revenue Code (the Code) and includes a cash or deferred arrangement under Section 401(k) of the Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. The following is not a comprehensive description of the Plan and, therefore, does not include all situations and limitations covered by the Plan. Participants should refer to the plan document for more complete information.

BNCCORP, Inc. (the Company) is the sponsor and administrator of the Plan and BNC National Bank (the Bank) is named as trustee. Raymond James & Associates, Inc. and Matrix Settlement & Clearance Services, LLC are the asset custodians and are responsible for holding the assets of the Plan. The Bank as trustee is responsible for executing investment transactions at the direction of plan participants and the Plan advisory committee.

Expenses related to the management, operation and administration of the Plan are paid by the Company. Administration expenses totaled $74,700 for the year ended December 31, 2004 and $61,500 for the year ended December 31, 2003.

Eligibility and contributions

Employees of the Company who have attained the age of 21 are eligible to enter into the elective deferral section (Internal Revenue Code 401(k)) of the Plan on the first day of the month following their date of hire. Employees who are participating in the elective deferral section of the Plan and have completed one year of service are eligible to receive the company matching contribution beginning with the first day of the following January or July.

Employees of the Company who have attained age 21 and have completed two years of service become eligible for the discretionary company contribution on the first day of the following January or July.

Participants can make salary deferral contributions (employee contributions) to the Plan of up to 75 percent of their annual compensation, subject to certain annually adjusted maximum amounts permitted by the Code. In addition, participants can elect to contribute amounts representing distributions from other qualified plans (rollover contributions).

The Plan allows the Company to make matching contributions on a portion of each employee’s contribution and to make a discretionary contribution to eligible participants of the Plan. In 2004 and 2003, the Company matched 50 percent of eligible participant’s deferrals, with a maximum match of 5 percent of compensation. The Company made matching contributions of $374,325 and $340,613 for the years ended December 31, 2004 and 2003, respectively. There were no discretionary contributions made to the Plan during the years ended December 31, 2004 and 2003.

Participant accounts

Each participant’s account is credited semi-monthly with salary deferral contributions. Each participant’s account is credited annually with matching Company contributions and discretionary Company contributions. The matching contribution is allocated as a percentage of each active participant’s salary deferral for the year. The discretionary company contribution shall be allocated to the active participants based on each participant’s compensation as a percentage of total participants’ compensation.

The Plan assets are valued daily except with respect to the BNC Global Balanced Collective Investment Fund in which plan earnings are allocated to each participant’s account based on the proportion of the participant’s account to all participant accounts within each individual fund as of the preceding valuation date.

 

4

 



 

Participants of the Plan may direct their contributions and Company contributions to any one or a combination of the following funds maintained and held by the asset custodians and may change their investment options daily.

Fund

Type of investment

 

 

ABM AMRO Mid-Cap Growth

Mid-cap blend fund

American Century International Bond

International bond

American Funds – Bond Fund of America

Intermediate bond fund

American Funds – Growth Fund of America

Large growth fund

American Funds – Investment Company of America

Large value fund

American Funds – New Perspective

World stock fund

American Funds – Small Cap World

Small-cap growth fund

American Funds – Washington Mutual Investors

Large value fund

American Century Ultra

Large growth fund

BNC Certificate of Deposit

Certificates of deposit at BNC National Bank

BNC Global Balanced Collective Investment

Growth and income fund

BNCCORP, Inc. Stock

Company stock

Cohen & Steers Realty Fund

Special real estate fund

Dodge & Cox Stock Fund

Large value fund

Evergreen Precious Metals

Special precious metal fund

Foreign Certificate of Deposit

Foreign certificate of deposit

Legg Mason Value Trust

Large value fund

Loomis Sayles Bond

Long-term bond

Loomis Sayles Small Cap Growth

Small growth fund

Mairs & Power Growth

Mid-cap blend fund

Oppenheimer International Bond

International bond

PIMCO Commodity Real Return Strategy

Special national resource fund

PIMCO Total Return

Intermediate term bond

PIMCO Real Return

Intermediate term bond

T. Rowe Price Growth

Large blend fund

T. Rowe Price Mid-Cap Growth

Mid-cap growth fund

Vanguard Energy Portfolio

Special national resource fund

Vanguard European Stock Index

European stock fund

Vanguard GNMA Fixed Income

Intermediate government bond

Vanguard Small Cap Index

Small blend fund

Vanguard US Growth

Large growth fund

Vanguard 500 Index

Large blend fund

 

 

Vesting

All contributions and actual earnings thereon made by participants and the Company after December 31, 1996, are immediately vested and nonforfeitable.

Distributions to participants

Generally, participants are not entitled to withdraw amounts from the Plan prior to age 65. However, participants may receive in-service distributions from rollover and employee contribution accounts after reaching age 50, and early withdrawal amounts are allowed after reaching age 59 ½ or in times of financial hardship, as defined in the Plan. Upon termination of employment, death or disability, participants are entitled to a distribution of their interest in the Plan. The benefits may be paid in the form of a lump sum, installment payments, a qualified joint or survivor annuity, or employer securities.

 

 

5

 



 

Loans to participants

A participant may obtain a loan ($1,000 minimum) for a specified financial need up to the lesser of the greater of 50 percent of the participant’s vested account balance or $10,000 or $50,000. The term of the loan may not be less than 12 months or exceed five years, unless the loan is used to acquire a principal residence. Loans are collateralized by the participant’s remaining account balance. Interest (4.00 to 5.00 percent for loans originating during 2004 and 4.00 percent for loans originating during 2003) is based on similar rates charged by a financial institution for a loan in a similar circumstance.

Amendment and termination of the Plan

Although it has not expressed any intent to do so, the Company reserves the right to amend or terminate the Plan at any time. The Plan is terminated when the Company gives written notice of termination. At that time participants would become 100% vested and the assets of the Plan will be distributed in accordance with the Plan’s provisions.

2

Summary of significant accounting policies

Basis of accounting

The accompanying financial statements have been prepared on the accrual basis of accounting.

Investments

Investments are carried at fair value as determined by the Plan’s asset custodians. Net changes in the fair value of investments during the year are reported as net unrealized gains or losses. Net realized gains or losses on investments sold are determined based on cost and recognized on trade date. The fees charged for the BNC Global Balanced Collective Investment Fund are netted against fund earnings.

Risks and uncertainties

The Plan provides for investment in a variety of investment funds. Investments in general are exposed to various risks, such as interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investments, it is reasonably possible that changes in the values of the investments will occur that could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

At December 31, 2004 and 2003, approximately 24% and 31%, respectively, of the Plan’s net assets were invested in the common stock of BNCCORP, Inc. The underlying value of the BNCCORP, Inc., Common Stock is entirely dependent upon the performance of BNCCORP, Inc., and the market’s evaluation of such performance. It is at least reasonably possible that change in the fair value of BNCCORP, Inc., Common Stock in the near term could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and the statement of changes in net assets available for benefits.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator’s management to make estimates and assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the reported amounts of changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates.

 

6

 



 

 

3

Investments

The fair values of individual assets that represent 5 percent or more of the Plan’s net assets at December  31 are as follows:

 

 

 

2004

 

2003

 

 

 

 

 

 

 

Mairs & Power Growth

 

$     731,849

 

$               *

 

BNC Certificate of Deposit

 

1,350,083

 

1,957,106

 

American Century Ultra

 

893,384

 

720,205

 

Dodge & Cox Stock Fund

 

994,139

 

*

 

BNCCORP, Inc. Stock

 

2,843,198

 

3,327,558

 

 

*Less than 5%

During 2004 and 2003, realized and unrealized gain (loss) by investment type are as follows:

 

 

 

 

2004

 

 

2003

 

 

 

 

 

 

 

 

Common/Collective Trust

 

$       5,823

 

 

$       8,692

 

Common Stock

 

(288,956

)

 

2,252,768

 

Mutual Funds

 

593,935

 

 

1,011,698

 

Foreign Certificate of Deposit

 

7,667

 

 

 

 

4

Tax status

The Internal Revenue Service has determined and informed the Company by a letter dated November 25, 1997 that the Plan is designed in accordance with applicable sections of the Code. Although the Plan has been amended since receiving the determination letter, the plan administrator and the Plan’s legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.

5

Party-in-interest transactions

The accounts managed by the Company qualify as exempt party-in-interest transactions. The fees charged for the BNC Global Balanced Collective Investment Fund are netted against fund earnings.

 

7

 



 

 

6

Reconciliation of financial statements to the Form 5500

As of December 31, 2004 and 2003, the Plan had $2,100 and $0 of pending distributions to participants who elected distributions from their accounts. These amounts are recorded as a liability in the Plan’s Form 5500; however, in accordance with U.S. generally accepted accounting principles, these amounts are not recorded as a liability in the accompanying statements of net assets available for benefits. The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

 

 

December 31, 2004

 

Distributions payable to participants

 

 

Benefit

payments

 

Increase in net assets available for benefits

 

Net assets available for benefits

Per financial statements

 

$             -

 

$ (864,584)

 

$ 1,368,527

 

$11,947,347

Current year accrual

 

(2,100)

 

(2,100)

 

(2,100)

 

(2,100)

Prior year accrual

 

-

 

-

 

-

 

-

Per the Form 5500

 

(2,100)

 

$ (866,684)

 

$ 1,366,427

 

$11,945,247

 

 

December 31, 2003

 

Distributions payable to participants

 

 

Benefit

payments

 

Increase in net assets available for benefits

 

Net assets available for benefits

Per financial statements

 

$             -

 

$ (948,159)

 

$ 5,091,512

 

$10,578,820

Current year accrual

 

-

 

-

 

-

 

-

Prior year accrual

 

-

 

16,032

 

16,032

 

-

Per the Form 5500

 

$             -

 

$ (932,127)

 

$ 5,107,544

 

$10,578,820

 

7

Milne Scali 401(k) Plan Merger

Effective April 1, 2003, the Milne Scali & Company 401(k) Profit Sharing Plan was merged into the BNCCORP, Inc. 401(k) Savings Plan. The amendment to merge the Plan was made on January 29, 2003, and the assets of the Plan were transferred on April 29, 2003. The total amount of the assets transferred was $1,172,322.

 

8

 



 

BNCCORP, INC. 401(k) SAVINGS PLAN

(Employer identification number: 45-0402816) (Plan number: 001)

Schedule H, Line 4i – Schedule of Assets (Held At End of Year)

As of December 31, 2004

 


Description

 


Shares/Units

 

Current
Value

 

 

 

 

 

 

 

ABN-AMRO Mid Cap

 

1,097

 

$      26,844

 

American Century International Bond

 

1,949

 

28,787

 

American Century Ultra

 

30,284

 

893,384

 

American Funds – Bond Fund of America

 

10,277

 

140,282

 

American Funds – Growth Fund of America

 

4,162

 

113,967

 

American Funds – Investment Company of America

 

8,813

 

271,304

 

American Funds – New Perspective

 

3,143

 

87,111

 

American Funds – Small Cap World

 

2,842

 

88,680

 

American Funds – Washington Mutual Investors

 

3,915

 

120,517

 

BNC Certificate of Deposit*

 

1,350,083

 

1,350,083

 

BNC Global Balanced Collective Investment*

 

6,585

 

97,834

 

BNCCORP, Inc. Stock*

 

171,277

 

2,843,198

 

Cohen & Steers Realty Shares

 

605

 

42,120

 

Dodge & Cox

 

7,634

 

994,139

 

Evergreen Precious Metals

 

14,032

 

461,361

 

Foreign Certificate of Deposit

 

170,235

 

170,235

 

Legg Mason Value Trust

 

7,645

 

498,711

 

Loomis Sayles Bond

 

5,195

 

71,798

 

Loomis Sayles Small Cap Growth

 

3,492

 

34,570

 

Mairs & Power Growth

 

10,406

 

731,849

 

Oppenheimer International Bond

 

9,842

 

58,856

 

PIMCO Commodity Real Return Strategy

 

15,966

 

235,972

 

PIMCO Real Return

 

14,584

 

167,573

 

PIMCO Total Return

 

3,595

 

38,363

 

T. Rowe Price Growth

 

5,684

 

151,602

 

T. Rowe Price Mid-Cap Growth

 

7,063

 

352,315

 

Vanguard Energy Portfolio

 

7,276

 

291,053

 

Vanguard European Stock Index

 

4,300

 

111,752

 

Vanguard GNMA Fixed Income

 

38,472

 

401,648

 

Vanguard Small Cap Index

 

12,013

 

322,181

 

Vanguard US Growth

 

3,020

 

48,860

 

Vanguard 500 Index

 

837

 

93,485

 

Loans to participants (interest rates ranging from 4.00% to 9.50%)*

 

189,466

 

189,466

 

Total

 

 

 

$ 11,529,900

 

*Denotes party in interest.

Note: Historical cost is omitted for participant-directed plans.

See the Accompanying Report of Independent Registered Public Accounting Firm

 

9



 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

BNCCORP, INC. 401(k) SAVINGS PLAN

 

June 30, 2005

By:

/s/ Brian Mayer

 

Name:

Brian Mayer

 

Title:

Chairman, BNCCORP, Inc. 401(k) Savings Plan Administrative Committee

 

 

 

 

 

 

10

 



 

Exhibit Index

 

 

23.1

Consent of KPMG LLP

 

 

 

 

 

 

 

EX-23 2 exhibit23.htm CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors of BNCCORP, Inc.

The Administrator of the BNCCORP, Inc. 401(k) Savings Plan:

We consent to the incorporation by reference in the registration statements (No. 333-03512, 33-58584, and 333-98647) on Form S-8 of BNCCORP, Inc. of our report dated June 17, 2005, with respect to the statements of net assets available for benefits of the BNCCORP, Inc. 401(k) Savings Plan as of December 31, 2004 and 2003, the related statements of changes in net assets available for benefits for the years ended December 31, 2004 and 2003, and related schedule as of December 31, 2004, which report appears in the December 31, 2004 annual report on Form 11-K of the BNCCORP, Inc. 401(k) Savings Plan.

[signed] KPMG LLP

Minneapolis, Minnesota

June 17, 2005

 

 

 

 

 

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