UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
FORM 10-Q
(mark one)
[x] | Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 | |
For the quarterly period ended June 30, 2002 | ||
OR | ||
[ ] | Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 | |
For the transition period from to |
Commission file number 0-15956
Bank of Granite
Corporation
Delaware | 56-1550545 | |
|
||
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
incorporation or organization) | ||
Post Office Box 128, Granite Falls, N.C. | 28630 | |
|
||
(Address of principal executive offices) | (Zip Code) |
(828) 496-2000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [_]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common stock, $1 par value
13,496,981 shares outstanding as of July 31, 2002
Exhibit Index begins on page 25
1
Index
Begins | |||||||
on Page | |||||||
Part I Financial Information |
|||||||
Item 1. Financial Statements: |
|||||||
Consolidated Balance Sheets |
|||||||
June 30, 2002 and December 31, 2001 |
3 | ||||||
Consolidated Statements of Income |
|||||||
Three Months Ended June 30, 2002 and 2001 |
|||||||
And Six Months Ended June 30, 2002 and 2001 |
4 | ||||||
Consolidated Statements of Comprehensive Income |
|||||||
Three Months Ended June 30, 2002 and 2001 |
|||||||
And Six Months Ended June 30, 2002 and 2001 |
5 | ||||||
Consolidated Statements of Changes in Shareholders Equity |
|||||||
Six Months Ended June 30, 2002 and 2001 |
6 | ||||||
Consolidated Statements of Cash Flows |
|||||||
Six Months Ended June 30, 2002 and 2001 |
7 | ||||||
Notes to Consolidated Financial Statements |
9 | ||||||
Item 2. Managements Discussion and Analysis of |
|||||||
Financial Condition and Results of Operations |
11 | ||||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
21 | ||||||
Part II Other Information |
|||||||
Item 4. Submission of Matters to a Vote of Security Holders |
21 | ||||||
Item 6. Exhibits and Reports on Form 8-K |
23 | ||||||
Signatures |
24 | ||||||
Exhibit Index |
25 |
2
Item 1. Financial Statements
Bank of Granite Corporation
Consolidated Balance Sheets
June 30, | December 31, | ||||||||
2002 | 2001 | ||||||||
(unaudited) | |||||||||
Assets: |
|||||||||
Cash and cash equivalents: |
|||||||||
Cash and due from banks |
$ | 32,257,544 | $ | 26,272,410 | |||||
Interest-bearing deposits |
| 785,603 | |||||||
Total cash and cash equivalents |
32,257,544 | 27,058,013 | |||||||
Investment securities: |
|||||||||
Available for sale, at fair value |
59,041,844 | 72,664,934 | |||||||
Held to maturity, at amortized cost |
73,813,431 | 86,520,225 | |||||||
Loans |
517,850,773 | 510,410,948 | |||||||
Allowance for loan losses |
(7,680,704 | ) | (6,426,477 | ) | |||||
Net loans |
510,170,069 | 503,984,471 | |||||||
Premises and equipment, net |
8,104,324 | 8,417,070 | |||||||
Accrued interest receivable |
4,830,947 | 5,185,018 | |||||||
Investment in bank owned life insurance |
8,797,047 | 8,202,255 | |||||||
Other assets |
4,280,006 | 3,357,921 | |||||||
Total assets |
$ | 701,295,212 | $ | 715,389,907 | |||||
Liabilities and shareholders equity: |
|||||||||
Deposits: |
|||||||||
Demand accounts |
$ | 97,225,563 | $ | 93,335,500 | |||||
NOW accounts |
83,479,681 | 84,230,541 | |||||||
Money market accounts |
44,330,391 | 40,205,618 | |||||||
Savings accounts |
26,948,318 | 24,115,461 | |||||||
Time deposits of $100,000 or more |
122,267,941 | 124,212,611 | |||||||
Other time deposits |
147,788,379 | 156,682,988 | |||||||
Total deposits |
522,040,273 | 522,782,719 | |||||||
Overnight borrowings |
37,714,169 | 40,576,330 | |||||||
Other borrowings |
12,705,129 | 23,257,111 | |||||||
Accrued interest payable |
1,326,954 | 1,846,493 | |||||||
Other liabilities |
1,390,918 | 2,145,938 | |||||||
Total liabilities |
575,177,443 | 590,608,591 | |||||||
Shareholders equity: |
|||||||||
Common stock, $1 par value |
|||||||||
Authorized - 25,000,000 shares |
|||||||||
Issued - 14,420,986 shares in 2002 and 11,537,515 shares in 2001 |
|||||||||
Outstanding - 13,539,181 shares in 2002 and 10,987,085 shares in 2001 |
14,420,986 | 11,537,515 | |||||||
Capital surplus |
20,694,133 | 23,577,604 | |||||||
Retained earnings |
105,081,857 | 100,492,853 | |||||||
Accumulated other comprehensive income,
net of deferred income taxes |
760,728 | 556,648 | |||||||
Less: Cost of common shares in treasury; |
|||||||||
Held - 881,805 shares in 2002 and 550,430 shares in 2001 |
(14,839,935 | ) | (11,383,304 | ) | |||||
Total shareholders equity |
126,117,769 | 124,781,316 | |||||||
Total liabilities and shareholders equity |
$ | 701,295,212 | $ | 715,389,907 | |||||
See notes to consolidated financial statements.
3
Bank of Granite Corporation
Consolidated Statements of Income
(unaudited)
Three Months | Six Months | ||||||||||||||||
Ended June 30, | Ended June 30, | ||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||
Interest income: |
|||||||||||||||||
Interest and fees on loans |
$ | 9,406,303 | $ | 11,034,390 | $ | 18,812,572 | $ | 22,593,727 | |||||||||
Federal funds sold |
| 325,813 | | 523,665 | |||||||||||||
Interest-bearing deposits |
7,640 | 7,392 | 11,869 | 15,557 | |||||||||||||
Investments: |
|||||||||||||||||
U.S. Treasury |
28,814 | 44,314 | 57,732 | 159,017 | |||||||||||||
U.S. Government agencies |
855,210 | 1,123,283 | 1,828,316 | 2,330,814 | |||||||||||||
States and political subdivisions |
814,784 | 802,110 | 1,674,586 | 1,630,226 | |||||||||||||
Other |
141,038 | 162,307 | 314,368 | 342,962 | |||||||||||||
Total interest income |
11,253,789 | 13,499,609 | 22,699,443 | 27,595,968 | |||||||||||||
Interest expense: |
|||||||||||||||||
Time deposits of $100,000 or more |
905,998 | 2,018,254 | 1,852,300 | 4,149,954 | |||||||||||||
Other deposits |
1,553,909 | 3,104,417 | 3,178,781 | 6,282,396 | |||||||||||||
Overnight borrowings |
168,288 | 118,269 | 393,458 | 220,279 | |||||||||||||
Other borrowings |
75,164 | 192,211 | 176,404 | 324,744 | |||||||||||||
Total interest expense |
2,703,359 | 5,433,151 | 5,600,943 | 10,977,373 | |||||||||||||
Net interest income |
8,550,430 | 8,066,458 | 17,098,500 | 16,618,595 | |||||||||||||
Provision for loan losses |
1,007,249 | 2,010,680 | 1,798,284 | 2,710,578 | |||||||||||||
Net interest income after provision for loan losses |
7,543,181 | 6,055,778 | 15,300,216 | 13,908,017 | |||||||||||||
Other income: |
|||||||||||||||||
Service charges on deposit accounts |
1,316,241 | 1,335,919 | 2,536,733 | 2,597,216 | |||||||||||||
Other service charges, fees and commissions |
1,008,649 | 904,781 | 2,114,182 | 1,807,345 | |||||||||||||
Securities gains |
3,170 | 9,214 | 3,170 | 137,549 | |||||||||||||
Other |
139,876 | 80,031 | 463,972 | 234,692 | |||||||||||||
Total other income |
2,467,936 | 2,329,945 | 5,118,057 | 4,776,802 | |||||||||||||
Other expenses: |
|||||||||||||||||
Salaries and wages |
2,464,305 | 2,402,606 | 4,929,779 | 4,683,509 | |||||||||||||
Employee benefits |
654,883 | 315,187 | 1,266,878 | 826,810 | |||||||||||||
Occupancy expense, net |
231,649 | 211,278 | 443,586 | 426,606 | |||||||||||||
Equipment expense |
383,757 | 387,661 | 745,835 | 767,023 | |||||||||||||
Other |
1,355,717 | 1,245,886 | 2,524,413 | 2,359,286 | |||||||||||||
Total other expenses |
5,090,311 | 4,562,618 | 9,910,491 | 9,063,234 | |||||||||||||
Income before income taxes |
4,920,806 | 3,823,105 | 10,507,782 | 9,621,585 | |||||||||||||
Income taxes |
1,469,271 | 1,192,598 | 3,273,908 | 3,142,972 | |||||||||||||
Net income |
$ | 3,451,535 | $ | 2,630,507 | $ | 7,233,874 | $ | 6,478,613 | |||||||||
Per share amounts: |
|||||||||||||||||
Net income Basic |
$ | 0.25 | $ | 0.19 | $ | 0.53 | $ | 0.46 | |||||||||
Net income Diluted |
0.25 | 0.19 | 0.53 | 0.46 | |||||||||||||
Cash dividends |
0.10 | 0.09 | 0.19 | 0.18 | |||||||||||||
Book value |
9.32 | 8.85 |
See noes to consolidated financial statements.
4
Bank of Granite Corporation
Consolidated Statements of
Comprehensive Income
(unaudited)
Three Months | Six Months | ||||||||||||||||
Ended June 30, | Ended June 30, | ||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||
|
|||||||||||||||||
Net income |
$ | 3,451,535 | $ | 2,630,507 | $ | 7,233,874 | $ | 6,478,613 | |||||||||
Items of other comprehensive income: |
|||||||||||||||||
Items of other comprehensive
income, before tax: |
|||||||||||||||||
Unrealized gains on
securities available for sale |
1,197,531 | 92,277 | 342,590 | 772,564 | |||||||||||||
Less: Reclassification
adjustments for gains
included in net income |
3,170 | 9,214 | 3,170 | 137,549 | |||||||||||||
Items of other comprehensive
income, before tax |
1,194,361 | 83,063 | 339,420 | 635,015 | |||||||||||||
Less: Change in deferred income
taxes related to change in
unrealized gains or losses on
securities available for sale |
476,249 | 33,122 | 135,340 | 253,209 | |||||||||||||
Other comprehensive
income, net of tax |
718,112 | 49,941 | 204,080 | 381,806 | |||||||||||||
Comprehensive income |
$ | 4,169,647 | $ | 2,680,448 | $ | 7,437,954 | $ | 6,860,419 | |||||||||
See notes to consolidated financial statements.
5
Bank of Granite Corporation
Consolidated Statements of Changes in
Shareholders Equity (unaudited)
Six Months | ||||||||
Ended June 30, | ||||||||
2002 | 2001 | |||||||
Common stock, $1 par value |
||||||||
At beginning of period |
$ | 11,537,515 | $ | 11,517,084 | ||||
Shares issued under incentive stock option plans |
| 20,431 | ||||||
Transferred from capital surplus for shares issued due to stock splits |
2,883,471 | | ||||||
At end of period |
14,420,986 | 11,537,515 | ||||||
Capital surplus |
||||||||
At beginning of period |
23,577,604 | 23,260,188 | ||||||
Shares issued under incentive stock option plans |
| 317,416 | ||||||
Transferred to common stock for shares issued due to stock splits |
(2,883,471 | ) | | |||||
At end of period |
20,694,133 | 23,577,604 | ||||||
Retained earnings |
||||||||
At beginning of period |
100,492,853 | 91,794,837 | ||||||
Net income |
7,233,874 | 6,478,613 | ||||||
Cash dividends paid |
(2,627,342 | ) | (2,449,560 | ) | ||||
Cash paid for fractional shares |
(17,528 | ) | | |||||
At end of period |
105,081,857 | 95,823,890 | ||||||
Accumulated other comprehensive income,
net of deferred income taxes |
||||||||
At beginning of period |
556,648 | 358,923 | ||||||
Net change in unrealized gains or losses on securities
available for sale, net of deferred income taxes |
204,080 | 381,806 | ||||||
At end of period |
760,728 | 740,729 | ||||||
Cost of common shares held in treasury |
||||||||
At beginning of period |
(11,383,304 | ) | (7,615,695 | ) | ||||
Cost of common shares repurchased |
(3,456,631 | ) | (1,136,021 | ) | ||||
At end of period |
(14,839,935 | ) | (8,751,716 | ) | ||||
Total shareholders equity |
$ | 126,117,769 | $ | 122,928,022 | ||||
Shares issued |
||||||||
At beginning of period |
11,537,515 | 11,517,084 | ||||||
Shares issued under incentive stock option plans |
| 20,431 | ||||||
Shares issued due to stock splits |
2,883,471 | | ||||||
At end of period |
14,420,986 | 11,537,515 | ||||||
Shares held in treasury |
||||||||
At beginning of period |
(550,430 | ) | (364,135 | ) | ||||
Common shares repurchased |
(331,375 | ) | (57,133 | ) | ||||
At end of period |
(881,805 | ) | (421,268 | ) | ||||
Total shares outstanding |
13,539,181 | 11,116,247 | ||||||
See notes to consolidated financial statements.
6
Bank of Granite Corporation
Consolidated Statements of Cash Flows
(unaudited)
Six Months | ||||||||||
Ended June 30, | ||||||||||
2002 | 2001 | |||||||||
Increase (decrease) in cash & cash equivalents: |
||||||||||
Cash flows from operating activities: |
||||||||||
Interest received |
$ | 23,123,644 | $ | 28,203,545 | ||||||
Fees and commissions received |
4,714,095 | 4,639,253 | ||||||||
Interest paid |
(6,120,482 | ) | (11,181,324 | ) | ||||||
Cash paid to suppliers and employees |
(9,963,122 | ) | (9,706,131 | ) | ||||||
Income taxes paid |
(4,556,583 | ) | (4,292,561 | ) | ||||||
Net cash provided by operating activities |
7,197,552 | 7,662,782 | ||||||||
Cash flows from investing activities: |
||||||||||
Proceeds from maturities and/or calls of
securities available for sale |
14,122,750 | 26,276,226 | ||||||||
Proceeds from maturities and/or calls of
securities held to maturity |
12,647,875 | 8,455,275 | ||||||||
Proceeds from sales of securities
available for sale |
56,599 | 130,755 | ||||||||
Purchase of securities available for sale |
(224,880 | ) | (17,073,366 | ) | ||||||
Purchase of securities held to maturity |
| (8,414,358 | ) | |||||||
Net increase in loans |
(7,983,882 | ) | (35,249,963 | ) | ||||||
Investment in bank owned life insurance |
(194,000 | ) | | |||||||
Capital expenditures |
(255,377 | ) | (151,775 | ) | ||||||
Proceeds from sale of fixed assets |
917 | 125 | ||||||||
Proceeds from sale of other real estate |
90,067 | | ||||||||
Net cash provided by (used in) investing activities |
18,260,069 | (26,027,081 | ) | |||||||
Cash flows from financing activities: |
||||||||||
Net increase in demand, NOW, money market
and savings deposits |
10,096,833 | 5,595,464 | ||||||||
Net increase (decrease) in time deposits |
(10,839,279 | ) | 14,306,703 | |||||||
Net increase (decrease) in overnight borrowings |
(2,862,161 | ) | 260,343 | |||||||
Net increase (decrease) in other borrowings |
(10,551,982 | ) | 16,188,463 | |||||||
Net proceeds from issuance of common stock |
| 337,847 | ||||||||
Dividend paid |
(2,627,342 | ) | (2,449,560 | ) | ||||||
Purchases of common stock for treasury |
(3,456,631 | ) | (1,136,021 | ) | ||||||
Cash paid in lieu of issuing fractional shares due to stock splits |
(17,528 | ) | | |||||||
Net cash provided by (used in) financing activities |
(20,258,090 | ) | 33,103,239 | |||||||
Net increase in cash equivalents |
5,199,531 | 14,738,940 | ||||||||
Cash and cash equivalents at beginning of period |
27,058,013 | 30,627,080 | ||||||||
Cash and cash equivalents at end of period |
$ | 32,257,544 | $ | 45,366,020 | ||||||
See notes to consolidated financial statements.
(continued on next page)
7
Bank of Granite Corporation
Consolidated Statements of Cash Flows
(unaudited) (concluded)
Six Months | ||||||||||
Ended June 30, | ||||||||||
2002 | 2001 | |||||||||
Reconciliation of net income to net cash provided
by operating activities: |
||||||||||
Net Income |
$ | 7,233,874 | $ | 6,478,613 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||||
Depreciation |
560,665 | 573,030 | ||||||||
Provision for loan loss |
1,798,284 | 2,710,578 | ||||||||
Premium amortization, net |
70,130 | 62,545 | ||||||||
Deferred income taxes |
(477,062 | ) | (764,028 | ) | ||||||
Gains on sales or calls of securities
available for sale |
(3,170 | ) | (137,549 | ) | ||||||
Losses on disposal or sale of equipment |
6,541 | 4,201 | ||||||||
Losses on disposal or sale of other real estate |
16,423 | | ||||||||
Decrease in taxes payable |
(805,613 | ) | (385,561 | ) | ||||||
Decrease in accrued interest receivable |
354,071 | 545,032 | ||||||||
Decrease in interest payable |
(519,539 | ) | (203,951 | ) | ||||||
Increase in cash surrender value of bank owned life insurance |
(400,792 | ) | | |||||||
Increase in other assets |
(686,853 | ) | (927,661 | ) | ||||||
Increase (decrease) in other liabilities |
50,593 | (292,467 | ) | |||||||
Net adjustments to reconcile net income to
net cash provided by operating activities |
(36,322 | ) | 1,184,169 | |||||||
Net cash provided by operating activities |
$ | 7,197,552 | $ | 7,662,782 | ||||||
Supplemental disclosure of non-cash transactions: |
||||||||||
Increase in unrealized gains or
losses on securities available for sale |
$ | 339,420 | $ | 635,015 | ||||||
Decrease in deferred income taxes
on unrealized gains or losses on
securities available for sale |
135,340 | 253,209 | ||||||||
Transfer from surplus to common stock
for stock split |
2,883,471 | | ||||||||
Transfer from loans to other real estate owned |
346,967 | 153,128 |
See notes to consolidated financial statements.
8
Bank of Granite Corporation
Notes to Consolidated Financial Statements
June 30, 2002
1. In the opinion of management, the accompanying consolidated financial statements contain all adjustments necessary to present fairly the financial position of Bank of Granite Corporation (the Company) as of June 30, 2002 and December 31, 2001, and the results of its operations for the three and six month periods ended June 30, 2002 and 2001, and its cash flows for the six month periods ended June 30, 2002 and 2001.
The consolidated financial statements include the Companys two wholly-owned subsidiaries, the Bank of Granite (the Bank), a full service commercial bank, and GLL & Associates, Inc. (GLL), a mortgage banking company.
Per share amounts and average shares have been adjusted to reflect the 5-for-4 stock split paid May 31, 2002.
The accounting policies followed are set forth in Note 1 to the Companys 2001 Annual Report to Shareholders on file with the Securities and Exchange Commission.
2. Earnings per share have been computed using the weighted average number of shares of common stock and potentially dilutive common stock equivalents outstanding as follows:
Three Months | Six Months | |||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||
(in shares) | 2002 | 2001 | 2002 | 2001 | ||||||||||||
Weighted average shares outstanding |
13,600,060 | 13,894,425 | 13,645,707 | 13,935,711 | ||||||||||||
Potentially dilutive effect of stock options |
10,664 | 1,015 | 3,652 | 3,331 | ||||||||||||
Weighted average shares outstanding,
including potentially dilutive effect of
stock options |
13,610,724 | 13,895,440 | 13,649,359 | 13,939,042 | ||||||||||||
3. In the normal course of business there are various commitments and contingent liabilities such as commitments to extend credit, which are not reflected on the financial statements. Management does not anticipate any significant losses to result from these transactions. The unfunded portion of loan commitments and standby letters of credit as of June 30, 2002 and December 31, 2001 were as follows:
June 30, | December 31, | |||||||
2002 | 2001 | |||||||
Unfunded commitments |
$ | 89,283,210 | $ | 81,135,503 | ||||
Letters of credit |
8,050,811 | 2,957,344 |
4. New Accounting Standards In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. SFAS No. 142 requires that goodwill and other intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. The Company currently does not have goodwill recorded within its financial statements. The initial adoption of SFAS No. 141 and SFAS No. 142 did not have an impact on its financial statements.
(continued on next page)
9
Bank of Granite Corporation
Notes to Consolidated Financial Statements (concluded)
June 30, 2002
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of. SFAS No. 144 retains the fundamental provisions of SFAS No. 121 for (a) recognition and measurement of the impairment of long-lived assets to be held and used and (b) measurement of long-lived assets to be disposed of by sale. SFAS No. 144 is effective for fiscal years beginning after December 15, 2001. The adoption of SFAS No. 144 did not have an impact on the Companys financial position and results of operations for the quarter ended March 31, 2002.
10
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies
The accounting and reporting policies of the Company and its subsidiaries are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. The more critical accounting and reporting policies include the Companys accounting for securities, loans, the allowance for loan losses and income taxes. In particular, the Companys accounting policies relating to the allowance for loan losses and income taxes involve the use of estimates and require significant judgments to be made by management. Different assumptions in the application of these policies could result in material changes in the Companys consolidated financial position or consolidated results of operations. See Provisions for Loan Losses, Allowance for Loan Losses and Discussions of Asset Quality herein for a complete discussion. Please also refer to Note 1 in the Notes to Consolidated Financial Statements in the Companys Annual Report for the year ended December 31, 2001 on Form 10-K on file with the Securities and Exchange Commission for details regarding all of the Companys critical and significant accounting policies.
Changes in Financial Condition
June 30, 2002 Compared With December 31, 2001
Late in the fourth quarter of 2001, the Bank acquired and implemented new loan and deposit pricing software models that estimate returns on allocated capital based on various pricing terms. The new models are intended to assist the Banks personnel in making product pricing decisions that are based on the returns on allocated capital. The commercial loan pricing model incorporates not only the effects of loan terms net of estimated expenses, but also considers other loan and deposit relationships of commercial customers. The consumer loan and deposit pricing models work similarly, but do not consider additional relationships. As a part of implementation, the Bank made a financial decision not to aggressively price its time deposit products when less expensive borrowing opportunities were available. As a result, the Bank experienced a growth in loans and a decline in time deposit funding during the first six months of 2002. The decline in time deposit funding was replaced with overnight borrowings from the Federal Home Loan Bank at more favorable interest rates.
Total assets decreased $14,094,695, or 1.97%, from December 31, 2001 to June 30, 2002. Earning assets decreased $19,675,662, or 2.93%, over the same six month period. Investment securities decreased $26,329,884, or 16.54%, primarily because proceeds from calls and maturities of debt securities were used to fund the Banks loan growth and a decline in the Banks rate sensitive time deposits. Loans, the largest earning asset, increased $7,439,825, or 1.46%, over the same period, primarily because of a $17,572,931, or 3.63%, increase as of June 30, 2002 in loans of the Bank, partially offset by a $10,133,106, or 38.83%, decrease as of June 30, 2002 in the level of mortgage loans of GLL. Cash and cash equivalents increased $5,199,531, or 19.22%, which was attributable to a $5,985,134, or 22.78%, increase in cash and due from banks. Also during this period, other assets increased $922,085, or 27.46%.
Accompanying the decline in assets were lower levels of deposits and other borrowings, partially offset by earnings retained. Deposits decreased slightly by $742,446, or 0.14%, from December 31, 2001 to June 30, 2002. Demand, money market and savings deposits increased $10,096,833, or 4.17%, while total time deposits decreased $10,839,279, or 3.86%, over the same period, for the reasons stated above related to less aggressive pricing of these products.
The Company has sources of funding, in addition to deposits, in the form of overnight and other short-term borrowings as well as other longer-term borrowings. Overnight borrowings are primarily in
11
the form of federal funds purchased and commercial deposit products that sweep balances overnight into securities sold under agreements to repurchase or commercial paper issued by the Company. From December 31, 2001 to June 30, 2002, such overnight borrowings decreased $2,862,161, or 7.05%. Other borrowings decreased $10,551,982, or 45.37%, reflecting a decrease in temporary borrowings by GLL primarily due to lower mortgage origination activity.
Common stock outstanding increased 2,552,096 shares, or 23.23%, from December 31, 2001 to June 30, 2002, primarily due to shares issued in connection with the 5-for-4 stock split in May 2002, partially offset by shares repurchased under the Companys stock repurchase plan. On May 31, 2002, the Company issued 2,883,471 shares of its common stock due to a 5-for-4 stock split announced in April. Also from December 31, 2001 through June 30, 2002, the Company repurchased 193,768 shares of its common stock at an average price of $17.84. Earnings retained were $4,589,004 for the first six months of 2002, after paying cash dividends of $2,627,342. Accumulated other comprehensive income, net of deferred income taxes, increased $204,080, or 36.66%, from December 31, 2001 to June 30, 2002, primarily because the value of securities available for sale rose as interest rates on longer term bonds fell during the period.
Liquidity, Interest Rate Sensitivity and Market Risks
The objectives of the Companys liquidity management policy include providing adequate funds to meet the cash needs of both depositors and borrowers, as well as providing funds to meet the basic needs for on-going operations of the Company and regulatory requirements. Depositor cash needs, particularly those of commercial depositors, can fluctuate significantly depending on both business and economic cycles, while both retail and commercial deposits can fluctuate significantly based on the yields and returns available from alternative investment opportunities. Borrower cash needs are also often dependent upon business and economic cycles. In addition, the Companys liquidity is affected by off-balance sheet commitments to lend in the forms of unfunded commitments to extend credit and standby letters of credit. As of June 30, 2002 such unfunded commitments to extend credit were $89,283,210, while commitments in the form of standby letters of credit totaled $8,050,811.
Neither the Company nor its subsidiaries have historically incurred off-balance sheet obligations through the use of or investment in off-balance sheet derivative financial instruments or structured finance or special purpose entities organized as corporations, partnerships or limited liability companies or trusts. The Bank and GLL both had contractual off-balance sheet obligations in the form of noncancelable operating leases with unrelated vendors, though such obligations and the related lease expenses were not material to the Companys financial condition as of June 30, 2002 and December 31, 2001 or its results of operations for the periods then ended.
Liquidity requirements of the Bank are primarily met through two categories of funding. The first is core deposits, which includes demand deposits, savings accounts and certificates of deposits. The Bank considers these to be a stable portion of the Banks liability mix and the result of on-going stable consumer and commercial banking relationships. At June 30, 2002, the Banks core deposits, defined as total deposits excluding time deposits of $100,000 or more, totaled $399,772,332, or 76.6%, of the Banks total deposits compared to $398,570,108, or 76.2%, of the Banks total deposits as of December 31, 2001.
The other principal method of funding used by the Bank is through large denomination certificates of deposit, federal funds purchased, repurchase agreements and other short and intermediate term borrowings. The Banks policy is to emphasize core deposit growth rather than growth through purchased or brokered time deposits because core deposits tend to be a more stable source of funding and purchased or brokered time deposits often have a higher cost of funds. During periods of weak demand for its deposit products, the Bank maintains several credit facilities under which it may borrow
12
on a short-term basis. As of June 30, 2002, the Bank had three unsecured lines of overnight borrowing capacity with its correspondent banks, which totaled $21,000,000. In addition, the Bank uses its capacity to pledge assets to serve as collateral to borrow on a secured basis. As of June 30, 2002, the Bank had investment securities pledged to secure overnight funding lines in the approximate amounts of $13,200,000 with the Federal Reserve Bank and $30,679,000 with the Federal Home Loan Bank. The Bank also has significant capacity to pledge its loans secured by first liens on residential and commercial real estate as collateral for additional borrowings from the Federal Home Loan Bank during periods when loan demand exceeds deposit growth or when the interest rates on such borrowings compare favorably to interest rates on deposit products. As of June 30, 2002, the Bank had a credit line of $23,298,000 collateralized by loans secured by first liens on residential real estate.
GLL temporarily funds its mortgages, from the time of origination until the time of sale, through the use of a warehouse line of credit from one of the Companys correspondent financial institutions. GLL requests changes in the amount of the line of credit based on its estimated funding needs. The line is secured by the mortgage loans originated and the Company serves as guarantor under the terms of this line. As of June 30, 2002 and December 31, 2001, this line of credit was $25,000,000.
The majority of the Companys deposits are rate-sensitive instruments with rates which tend to fluctuate with market rates. These deposits, coupled with the Companys short-term certificates of deposit, have increased the opportunities for deposit repricing. The Company places great significance on monitoring and managing the Companys asset/liability position. The Companys policy of managing its interest margin (or net yield on interest-earning assets) is to maximize net interest income while maintaining a stable deposit base. The Companys deposit base is not generally subject to the level of volatility experienced in national financial markets in recent years; however, the Company does realize the importance of minimizing such volatility while at the same time maintaining and improving earnings. A common method used to manage interest rate sensitivity is to measure, over various time periods, the difference or gap between the volume of interest-earning assets and interest-bearing liabilities repricing over a specific time period. However, this method addresses only the magnitude of funding mismatches and does not address the magnitude or relative timing of rate changes. Therefore, management prepares on a regular basis earnings projections based on a range of interest rate scenarios of rising, flat and declining rates in order to more accurately measure interest rate risk.
Interest-bearing liabilities and the loan portfolio are generally repriced to current market rates. The Companys balance sheet is asset-sensitive, meaning that in a given period there will be more assets than liabilities subject to immediate repricing as the market rates change. Because most of the Companys loans are at variable rates, they reprice more rapidly than rate sensitive interest-bearing deposits. During periods of rising rates, this results in increased net interest income. The opposite occurs during periods of declining rates.
The Bank uses several modeling techniques to measure interest rate risk, including the gap analysis previously discussed, the simulation of net interest income under varying interest rate scenarios and the theoretical impact of immediate and sustained rate changes referred to as rate shocks. Rate shocks measure the estimated theoretical impact on the Banks tax equivalent net interest income and market value of equity from hypothetical immediate changes of plus and minus 1%, 2%, 3% and 4% as compared to the estimated theoretical impact of rates remaining unchanged. The prospective effects of these hypothetical interest rate changes is based upon numerous assumptions including relative and estimated levels of key interest rates. Rate shocks modeling is of limited usefulness because it does not take into account the pricing strategies management would undertake in response to the depicted sudden and sustained rate changes.
The Company has not experienced a change in the mix of its rate-sensitive assets and liabilities or in interest rates in the market that it believes would result in a material change in the Companys analysis of its interest rate sensitivity as discussed in the Companys Annual Report on Form 10-K for the year ended December 31, 2001.
13
Results of Operations
For the Three Month Period Ended June 30, 2002 Compared With
the Same Period in 2001 and for the Six Month Period Ended
June 30, 2002 Compared With the Same Period in 2001
During the three month period ended June 30, 2002, the Companys net income increased to $3,451,535, or 31.21%, from the $2,630,507 earned in the same period of 2001. The increase primarily resulted from lower provisions for loan losses and higher net interest margins related to banking operations. For essentially the same reasons, year-to-date net income was also higher. For the first six months of 2002, net income was $7,233,874, up $755,261, or 11.66%, from the $6,478,613 earned in the same year-to-date period of 2001.
Net Interest Income for the Quarterly Periods
During the three month period ended June 30, 2002, the Companys net interest income increased $483,972, or 6.00%, compared to the three months ended June 30, 2001, primarily due to higher loan demand and an improved net interest margin. The Companys net interest margin averaged 5.48% during the three month period compared to 5.12% during the same period in 2001. For a discussion of the Companys asset-sensitivity and the related effects on the Companys net interest income and net interest margins, please see Liquidity, Interest Rate Sensitivity and Market Risks above.
During the quarter ended June 30, 2002, interest income decreased $2,245,820, or 16.64%, from the same period last year, primarily because of lower rates on loan and investment assets, partially offset by higher volumes of loans. Interest and fees on loans decreased $1,628,087, or 14.75%, due to lower loan yields during the quarter. Yields on loans averaged 7.34% for the quarter, down from 9.21% for the same quarter last year. The prime lending rate during the three month period averaged 4.75% compared to 7.59% during the same period in 2001. Gross loans averaged $514,202,647 compared to $480,700,426 last year, an increase of $33,502,221, or 6.97%. Average loans of the Bank were $497,576,490 compared to $456,590,659 last year, an increase of $40,985,831, or 8.98%, while average loans of GLL were $16,626,157 compared to $24,109,767 last year, a decrease of $7,483,610, or 31.04%. Interest on securities and overnight investments decreased $617,733, or 25.06%, primarily due to lower average volumes invested during the quarter and to a lesser extent to lower average rates. Average securities and overnight investments were $143,562,962 compared to $185,221,898 last year, a decrease of $41,658,936, or 22.49%.
Interest expense decreased $2,729,792, or 50.24%, primarily because of lower rates on time deposits. Time deposits generally pay a higher rate of interest than most other types of deposits. Overall, rates on interest-bearing deposits averaged 2.31% for the quarter, down from 4.58% for the same quarter last year. Total interest-bearing deposits averaged $427,414,788 compared to $448,373,316 last year, a decrease of $20,958,528, or 4.67%. Savings, NOW and money market deposits averaged $156,539,671 compared to $136,436,877 last year, an increase of $20,102,794, or 14.73%. Time deposits averaged $270,875,117 compared to $311,936,439 last year, a decrease of $41,061,322, or 13.16%. The Company attributes the decrease in time deposits to its decision not to price its time deposits as aggressively due to more favorable borrowing rates from alternative sources of funding. Overnight borrowings averaged $34,877,270 compared to $11,310,511 last year, an increase of $23,566,759, or 208.36%, primarily reflecting the Banks additional overnight borrowings due to interest rates falling to levels that were more favorable than the rates on time deposits in the Banks markets. Other borrowings averaged $13,418,962 compared to $21,531,732 last year, a decrease of $8,112,770, or 37.68%, due to a decrease of $8,112,770, or 37.68%, in temporary borrowings of GLL primarily due to lower mortgage origination activity. Other borrowings were the principal source of funding for the mortgage origination activities of GLL. The Company has not historically relied upon out-of-market or brokered deposits as a significant source of funding.
14
Net Interest Income for the Year-to-Date Periods
As was the case for the second quarter, the Companys net interest income increased for the year-to-date period. Higher loan volumes and a shift in funding to lower cost wholesale funds from higher cost time deposit funds caused the Companys net interest income to increase $479,905, or 2.89%, during the six month period ended June 30, 2002 compared to the same period in 2001. The Companys net interest margin averaged 5.48% for the year-to-date period, up from 5.41% for the same period last year. For a discussion of the Companys asset-sensitivity and the related effects on the Companys net interest income and net interest margins, please see Liquidity, Interest Rate Sensitivity and Market Risks above.
As was the case for the second quarter, interest income and expense were lower for the six month period ended June 30, 2002. During the first six months of 2002, interest income decreased $4,896,525, or 17.74%, from the same period last year due to lower rates on loans and other interest-earning assets outpacing increases in interest income due to higher volumes of loans. Interest and fees on loans decreased $3,781,155, or 16.74%, due to lower average rates during the year-to-date period. Yields on loans averaged 7.40% for the year-to-date period, down from 9.66% for the same period last year. The prime rate during the six month period averaged 4.76% compared to 8.20% during the same period in 2001. Gross loans averaged $512,757,845 compared to $471,679,628 last year, an increase of $41,078,217, or 8.71%. Average loans of the Bank were $493,577,208 compared to $451,309,816 last year, an increase of $42,267,392, or 9.37%, while average loans of GLL were $19,180,637 compared to $20,369,812 last year, a decrease of $1,189,175, or 5.84%. Interest on securities and overnight investments decreased $1,115,370, or 22.30%, due to both lower rates and lower average volumes invested during the period. Average securities and overnight investments were $149,241,229 compared to $180,146,215 last year, a decrease of $30,904,986, or 17.16%.
Interest expense decreased $5,376,430, or 48.98%, primarily because of lower rates on interest-bearing deposits and other borrowings. Rates on interest-bearing deposits averaged 2.39% for the year-to-date period, down from 4.77% for the same period last year. Interest-bearing deposits averaged $424,696,428 compared to $440,941,213 last year, a decrease of $16,244,785, or 3.68%. Time deposits averaged $272,313,638 compared to $307,231,007 last year, a decrease of $34,917,369, or 11.37%. As discussed in the previous sections, the Bank decided to pursue lower cost wholesale overnight funding rather than funding loan growth with higher cost time deposits. Overnight borrowings averaged $41,281,280 compared to $10,261,198 last year, an increase of $31,020,082, or 302.30%, reflecting an increase of $27,310,961 in average overnight borrowings in the form of federal funds purchased and securities sold under agreements to repurchase of the Bank and an increase of $3,709,121 in average overnight borrowings in the form of commercial paper related to the commercial deposit sweep arrangements of the Bank. Other borrowings averaged $15,980,447 compared to $17,978,965 last year, a decrease of $1,998,518, or 11.12%, reflecting a decrease in temporary borrowings of GLL primarily due to lower mortgage origination activity. Other borrowings were the principal source of funding for the mortgage origination activities of GLL.
15
Provisions for Loan Losses, Allowance for Loan Losses and Discussions of Asset Quality
The risks inherent in the Companys loan portfolio, including the adequacy of the allowance or reserve for loan losses, are significant estimates that are based on managements assumptions regarding, among other factors, general and local economic conditions, which are difficult to predict and are beyond the Companys control. In estimating these risks and the related loss reserve levels, management also considers the financial conditions of specific borrowers and credit concentrations with specific borrowers, groups of borrowers and industries.
Management uses several measures to assess and monitor the credit risks in the loan portfolio, including a loan grading system that begins upon loan origination and continues until the loan is collected or collectibility becomes doubtful. Upon loan origination, the Banks originating loan officer evaluates the quality of the loan and assigns one of seven risk grades, each grade indicating a different level of loss reserves. The loan officer monitors the loans performance and credit quality and makes changes to the credit grade as conditions warrant. When originated or renewed, all loans over a certain dollar amounts receive in-depth reviews and risk assessments by the Banks Credit Administration. Any issues regarding the risk assessments are addressed by the Banks senior credit administrators and factored into managements decision to originate or renew the loan as well as the level of reserves deemed appropriate for the loan. Furthermore, large loans and commitments made each month, as well as all commercial loans past due 30 days or more, are reviewed monthly by the Banks Board of Directors. The Banks Board of Directors also review monthly an analysis of the Banks reserves relative to the range of reserves estimated by the Banks Credit Administration.
As an additional measure, the Bank engages an independent third party risk assessment group to review the underwriting, documentation, risk grading analyses and the methodology of determining the adequacy of the allowance for losses. This independent third party determines its own selection criteria to select loan relationships for review and evaluation. The third partys evaluation and report is shared with management, the Banks Audit Committee and ultimately, the Banks Board of Directors.
As part of the continual grading process, individual commercial loans are assigned a credit risk grade based on their credit quality, which is subject to change as conditions warrant. Before making any changes in these risk grades, management considers assessments as determined by the third party risk assessment group, regulatory examiners and the Banks Credit Administration. Management considers certain commercial loans with weaker credit risk grades to be individually impaired and measures such impairment based upon available cash flows and the value of the collateral. Allowance or reserve levels are estimated for all other graded loans in the portfolio based on their assigned credit risk grade, type of loan and other matters related to credit risk. In estimating reserve levels, the Bank also aggregates non-graded loans into pools of similar credits and reviews the historical loss experience associated with these pools as additional criteria to allocate the allowance to each category.
Management uses the information developed from the procedures described above in evaluating and grading the loan portfolio. This continual grading process is used to monitor the credit quality of the loan portfolio and to assist management in determining the appropriate levels of the allowance for loan losses.
Management considers the allowance for loan losses adequate to cover the estimated losses inherent in the Companys loan portfolio as of the date of the financial statements. Management believes it has established the allowance in accordance with accounting principles generally accepted in the United States of America and in consideration of the current economic environment. While management uses the best information available to make evaluations, future additions to the allowance may be necessary based on changes in economic and other conditions. Additionally, various regulatory agencies, as an integral
16
part of their examination process, periodically review the Banks allowances for loan losses. Such agencies may require the recognition of adjustments to the allowances based on their judgments of information available to them at the time of their examinations.
The allowance for loan losses is created by direct charges to operations. Losses on loans are charged against the allowance for loan losses in the accounting period in which they are determined by management to be uncollectible. Recoveries during the period are credited to the allowance for loan losses.
General economic trends greatly affect loan losses, and no assurances can be made that further charges to the loan loss allowance may not be significant in relation to the amount provided during a particular period or that further evaluation of the loan portfolio based on conditions then prevailing may not require sizable additions to the allowance, thus necessitating similarly sizable charges to operations. During the three and six month periods ended June 30, 2002, management determined a charge to operations of $1,007,249 and $1,798,284, respectively, would bring the loan loss reserve to a balance considered to be adequate to reflect the growth in loans and to absorb estimated potential losses in the portfolio. At June 30, 2002, the loan loss reserve was 1.51% of net loans outstanding compared to 1.28% as of December 31, 2001. The following table presents an analysis of changes in the allowance for loan losses for the quarter-to-date and year-to-date periods.
Three Months | Six Months | ||||||||||||||||
Ended June 30, | Ended June 30, | ||||||||||||||||
2002 | 2001 | 2002 | 2001 | ||||||||||||||
|
|||||||||||||||||
Allowance for loan losses, beginning of period |
$ | 7,144,245 | $ | 6,918,760 | $ | 6,426,477 | $ | 6,351,756 | |||||||||
Net charge-offs: |
|||||||||||||||||
Loans charged off: |
|||||||||||||||||
Real estate |
110,947 | 62,129 | 110,947 | 62,129 | |||||||||||||
Commercial, financial and agricultural |
235,248 | 152,083 | 452,125 | 178,285 | |||||||||||||
Credit cards and related plans |
7,129 | 4,942 | 15,306 | 10,986 | |||||||||||||
Installment loans to individuals |
87,597 | 242,093 | 98,617 | 330,247 | |||||||||||||
Demand deposit overdraft program |
84,735 | 105,628 | 149,833 | 215,367 | |||||||||||||
Total charge-offs |
525,656 | 566,875 | 826,828 | 797,014 | |||||||||||||
Recoveries of loans previously charged off: |
|||||||||||||||||
Real estate |
500 | | 75,908 | 26,327 | |||||||||||||
Commercial, financial and agricultural |
15,007 | 11,869 | 93,552 | 16,517 | |||||||||||||
Credit cards and related plans |
196 | 2,297 | 1,221 | 2,542 | |||||||||||||
Installment loans to individuals |
7,340 | 25,770 | 22,795 | 28,292 | |||||||||||||
Demand deposit overdraft program |
31,823 | 49,531 | 89,295 | 113,034 | |||||||||||||
Total recoveries |
54,866 | 89,467 | 282,771 | 186,712 | |||||||||||||
Total net charge-offs |
470,790 | 477,408 | 544,057 | 610,302 | |||||||||||||
Loss provisions charged to operations |
1,007,249 | 2,010,680 | 1,798,284 | 2,710,578 | |||||||||||||
Allowance for loan losses, end of period |
$ | 7,680,704 | $ | 8,452,032 | $ | 7,680,704 | $ | 8,452,032 | |||||||||
Ratio of annualized net charge-offs during the
period to average loans during the period |
0.37 | % | 0.40 | % | 0.21 | % | 0.26 | % | |||||||||
Allowance coverage of annualized net charge-offs |
406.75 | % | 441.39 | % | 700.07 | % | 686.76 | % | |||||||||
Allowance as a percentage of gross loans |
1.48 | % | 1.74 | % | |||||||||||||
Allowance as a percentage of net loans |
1.51 | % | 1.77 | % |
17
Nonperforming assets at June 30, 2002 and December 31, 2001 were as follows:
June 30, | December 31, | |||||||
2002 | 2001 | |||||||
Nonperforming assets: |
||||||||
Nonaccrual loans |
$ | 2,746,496 | $ | 2,943,863 | ||||
Loans past due 90 days or more and
still accruing interest |
1,252,267 | 1,769,341 | ||||||
Total nonperforming loans |
3,998,763 | 4,713,204 | ||||||
Foreclosed properties |
527,318 | 322,982 | ||||||
Total nonperforming assets |
$ | 4,526,081 | $ | 5,036,186 | ||||
Nonperforming loans to total loans |
0.77 | % | 0.92 | % | ||||
Allowance coverage of nonperforming loans |
192.08 | % | 179.33 | % | ||||
Nonperforming assets to total assets |
0.65 | % | 0.70 | % |
If interest from restructured loans, foreclosed properties and nonaccrual loans had been recognized in accordance with the original terms of the loans, net income for the second quarter would not have been materially different from the amount reported.
The Companys investment in impaired loans at June 30, 2002 and December 31, 2001 was as follows:
June 30, | December 31, | ||||||||
2002 | 2001 | ||||||||
Investment in impaired loans: |
|||||||||
Impaired loans still accruing interest |
$ | 3,502,656 | $ | 1,274,391 | |||||
Accrued interest on accruing impaired loans |
46,624 | 37,719 | |||||||
Impaired loans not accruing interest |
2,746,496 | 2,943,863 | |||||||
Accrued interest on nonaccruing impaired loans |
112,625 | 130,517 | |||||||
Total investment in impaired loans |
$ | 6,408,401 | $ | 4,386,490 | |||||
Loan loss allowance related to impaired loans |
$ | 1,505,439 | $ | 1,371,524 | |||||
When comparing June 30, 2002 with June 30, 2001, the recorded investment in loans that are considered to be impaired under SFAS No. 114 was $6,408,400 ($2,859,121 of which was on a non-accrual basis) and $6,995,487 ($2,686,086 of which was on a non-accrual basis), respectively. The average recorded balance of impaired loans during the first six months of 2002 and 2001 was not significantly different from the balance at June 30, 2002 and 2001, respectively. The related allowance for loan losses determined in accordance with SFAS No. 114 for these loans was $1,505,439 and $2,444,999 at June 30, 2002 and 2001, respectively. For the six months ended June 30, 2002 and 2001, the Company recognized interest income on those impaired loans of approximately $159,249 and $290,920, respectively.
18
Noninterest Income and Expenses for the Quarterly Periods
For the quarter ended June 30, 2002, total noninterest income was $2,467,936, up $137,991, or 5.92%, from $2,329,945 earned in the same period of 2001, primarily because of higher fees from sales of annuities and mortgage originations. Fees on deposit accounts were $1,316,241 during the second quarter, down $19,678, or 1.47%, from $1,335,919 earned in the second quarter of 2001. Other service fees and commissions were $1,008,649 for the second quarter of 2002, up $103,868, or 11.48%, from $904,781 earned in the same period of 2001. Included in other service fees were annuity fee income of $119,532 for 2002, up $49,242, or 70.06%, from $70,290 earned in the same period of 2001 and mortgage origination fee income of $764,801, up $54,296, or 7.64%, from $710,505 earned for the comparable period in 2001. There were no significant gains or losses on sales of securities in the second quarter of 2002 or 2001. Other noninterest income was $139,876 for the second quarter of 2002, up $59,845, or 74.78%, from $80,031 earned in the second quarter of 2001, primarily due to income from the Banks investment in bank owned life insurance. Nontraditional banking services such as annuities, life insurance, and sales of mortgages and small business loans, produced $791,786 in nontraditional fee income during the second quarter of 2002, down 1.03% from the second quarter of 2001, primarily due to lower sales of small business loans.
Second quarter 2002 noninterest expenses, or overhead, totaled $5,090,311, up $527,693, or 11.57%, from $4,562,618 in the same quarter of 2001, primarily because of higher personnel costs of the Bank. Personnel costs, the largest of the overhead expenses, were $3,119,188 during the quarter, up $401,395, or 14.77%, from $2,717,793 in 2001, primarily due to a $394,507 increase in the personnel costs of the Bank. Salaries and wages were $2,464,305 during the quarter, up $61,699, or 2.57%, from $2,402,606 in 2001, while employee benefits were $654,883, up $339,696, or 107.78%, compared to $315,187 in the second quarter of 2001, principally due to higher profit sharing, retirement and healthcare insurance costs related to the Bank.
Noninterest expenses other than for personnel increased $126,298, or 6.85%, to $1,971,123 during the quarter from $1,844,825 incurred in the same period of 2001, primarily due to a $99,208 increase in the nonpersonnel costs of the Bank. Occupancy expenses for the quarter were $231,649, up $20,371, or 9.64%, from $211,278 in the same quarter of 2001, while equipment expenses declined slightly compared to the same period of 2001. Second quarter other noninterest expenses were $1,355,717 in 2002, up $109,831, or 8.82%, from $1,245,886 in the same quarter a year ago, primarily due to a $80,452 increase in the other noninterest costs of the Bank principally in the form of higher professional fees and insurance costs. Income tax expense was $1,469,271 for the quarter, up $276,673, or 23.20%, from $1,192,598 for the 2001 second quarter, primarily because of higher taxable earnings that included lower relative levels of income from tax-exempt loans and investments.
19
Noninterest Income and Expenses for the Year-to-Date Periods
For the six months ended June 30, 2002, total noninterest income was $5,118,057, up $341,255, or 7.14%, from $4,776,802 earned in the first six months of 2001, primarily because of higher fee income from both banking and mortgage origination activities. Fees on deposit accounts were $2,536,733 during the first six months of 2002, down $60,483, or 2.33%, from $2,597,216 in the same period of 2001. Also for the year-to-date period, other service fees and commissions were $2,114,182, up $306,837, or 16.98%, from $1,807,345 in 2001, primarily because of higher fees from annuity sales and mortgage originations in the first six months of 2002. Included in other service fees was annuity fee income of $261,490 for 2002, up $155,636, or 147.03%, from $105,854 earned in the first six months of 2001 and mortgage origination fee income of $1,560,839 for 2002, up $180,830, or 13.10%, from $1,380,009 earned during the same period of 2001. There were no significant gains or losses on sales of securities in the first six months of 2002 compared to $137,549 in 2001. Other noninterest income was $463,972 during the six months ended June 30, 2002, up $229,280, or 97.69%, from $234,692 in the same period of 2001, primarily due to sales of small business loans, which generated $136,024 in the first six months of 2002 compared to $9,828 in the same period of 2001, and income of $164,792 from the Banks investment in bank owned life insurance initiated in August of 2001.
Total noninterest expenses were $9,910,491 during the first six months of 2002, up $847,257, or 9.35%, from $9,063,234 in the same period of 2001, primarily because of higher personnel costs of the Bank. Personnel costs, the largest of the overhead expenses, were $6,196,657 during the first six months of 2002, up $686,338, or 12.46%, from $5,510,319 in the same period of 2001. Included in the change in personnel costs was an increase of $246,270 in salaries and wages and an increase of $440,068 in employee benefits. Also, $478,739 of the increase in personnel costs were related to banking operations and $207,599 were related to mortgage operations. Salaries and wages were $4,929,779 during the first six months of 2002, up $246,270, or 5.26%, from $4,683,509 in the same period of 2001. The increase in salaries and wages consisted of $49,948 related to banking operations and $196,322 related to mortgage operations. Employee benefits were $1,266,878 for the first half of 2002, up $440,068, or 53.22%, from $826,810 for the same period in 2001, principally due to higher profit sharing, retirement and healthcare insurance costs related to the Bank.
Noninterest expenses other than for personnel increased to $3,713,834 during the first six months of 2002, or 4.53%, from $3,552,915 incurred in the same period of 2001. Of the $160,919 increase, the Bank experienced an increase of $116,218 in nonpersonnel costs. Year-to-date occupancy expenses were $443,586, up $16,980, or 3.98%, from $426,606 in 2001, and equipment expenses were $745,835, down $21,188, or 2.76%, from $767,023 in the first six months of 2001. Other noninterest expenses were $2,524,413 for the six months ended June 30, 2002, up $165,127, or 7.00%, from $2,359,286 in the same period of 2001. Of the $165,127 increase in other noninterest expenses, $109,469 were related to banking operations, principally in the form of higher professional fees and insurance costs, while $33,205 were related to mortgage operations. Year-to-date income tax expense was $3,273,908 in 2002, up $130,936, or 4.17%, from $3,142,972 in 2001. The year-to-date effective tax rates were 31.16% and 32.67% for 2002 and 2001, respectively.
20
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The information required by this item is included in Item 2, Managements Discussion of Financial Condition and Results of Operations, above, under the caption Liquidity, Interest Rate Sensitivity and Market Risk.
Disclosures About Forward Looking Statements
The discussions included in this document contain statements that may be deemed forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from these statements. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as expects, anticipates, believes, estimates, plans, projects, or other statements concerning opinions or judgments of the Company and its management about future events. The accuracy of such forward looking statements could be affected by certain factors, including but not limited to, the financial success or changing conditions or strategies of the Companys customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel, and general economic conditions.
21
Part II Other Information
Item 4 Submission of Matters to a Vote of Security Holders
The following proposals were considered and acted upon at the annual meeting of shareholders of the Company held on April 22, 2002:
Proposal 1. To consider the election of seven persons named as director/nominees in the Proxy Statement dated March 22, 2002. |
John N. Bray |
FOR | 9,415,662 | WITHHELD | 112,377 | ||||||||||||
Paul M. Fleetwood, III, CPA |
FOR | 9,487,036 | WITHHELD | 41,003 | ||||||||||||
John A. Forlines, Jr. |
FOR | 9,302,536 | WITHHELD | 225,503 | ||||||||||||
Barbara F. Freiman |
FOR | 9,477,580 | WITHHELD | 50,459 | ||||||||||||
Hugh R. Gaither |
FOR | 9,386,393 | WITHHELD | 141,646 | ||||||||||||
Charles M. Snipes |
FOR | 9,301,636 | WITHHELD | 226,403 | ||||||||||||
Boyd C. Wilson, Jr., CPA |
FOR | 9,493,836 | WITHHELD | 34,203 |
Proposal 2. To consider the ratification of the selection of Deloitte & Touche LLP as the Companys independent Certified Public Accountants for the fiscal year ending December 31, 2002. |
FOR |
9,517,585 | AGAINST | 7,333 | ABSTAIN | 3,121 |
No other business came before the meeting, or any adjournment or adjournments thereof. |
Item 6 Exhibits and Reports on Form 8-K
* Exhibits, Financial Statement Schedules and Reports on Forms 8-K included in or incorporated by reference into this filing were filed with the Securities and Exchange Commission. Bank of Granite Corporation provides these documents through its Internet site at www.bankofgranite.com or by mail upon written request.
(a) | 1. | Financial Statements | ||||||
The information required by this item is set forth under Item 1 | ||||||||
2. | Financial Statement Schedules | |||||||
None | ||||||||
3. | Exhibits | |||||||
(a) | Certificate of Incorporation | |||||||
Bank of Granite Corporations Restated Certificate of Incorporation, as amended, filed as Exhibit 3.(a) to the Quarterly Report to Shareholders on Form 10-Q for the quarterly period ended March 31, 2001 is incorporated herein by reference. | ||||||||
(b) | Bylaws of the Registrant | |||||||
Bank of Granite Corporations Bylaws, filed as Exhibit D of Pre-Effective Amendment No. 1 to the Registrants Registration Statement on Form S-4 (Registration Statement No. 33-11876) on February 23, 1987 is incorporated herein by reference |
22
11. | Schedule of Computation of Net Income Per Share | |||||||
The information required by this item is set forth under Item 1, Note 2 | ||||||||
99.1 | Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
99.2 | Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
(b) | Reports on Form 8-K | |||||||
On April 9, 2002, the Company filed a report on Form 8-K regarding its April 8, 2002 news release in which it announced its earnings for the quarter ended March 31, 2002. The full text news release dated April 8, 2002 was attached as exhibit 99(a) to this Form 8-K filing. | ||||||||
On April 9, 2002, the Company filed an additional report on Form 8-K regarding its April 9, 2002 news release in which it announced a 25% stock dividend to be effected in the form of a 5-for-4 stock split payable May 31, 2002 to shareholders of record May 10, 2002. In the release, the Company also announced the declaration of a post-split cash dividend of 11¢ per share payable July 31, 2002 to shareholders of record July 17, 2002. The full text news release dated April 9, 2002 was attached as exhibit 99(a) to this Form 8-K filing. |
23
Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Bank of Granite Corporation (Registrant) | ||
Date: August 13, 2002 | /s/ Kirby A. Tyndall | |
|
||
Kirby A. Tyndall | ||
Senior Vice President and | ||
Chief Financial Officer and | ||
Principal Accounting Officer |
24
Exhibit Index
Begins | ||||
on Page | ||||
Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
26 | |||
Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
27 |
* | Incorporated herein by reference. |
25