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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


(Exact name of registrant as specified in its charter)
     
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


(Registrant’s telephone number, including area code)


(Former name, former address and former
fiscal year, if changed since last report)

     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 issuer’s 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. Management’s 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 Company’s 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 Company’s 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 Company’s financial position and results of operations for the quarter ended March 31, 2002.

10


 

Item 2. Management’s 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 Company’s accounting for securities, loans, the allowance for loan losses and income taxes. In particular, the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Bank’s 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 Bank’s loan growth and a decline in the Bank’s 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

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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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Bank’s liability mix and the result of on-going stable consumer and commercial banking relationships. At June 30, 2002, the Bank’s core deposits, defined as total deposits excluding time deposits of $100,000 or more, totaled $399,772,332, or 76.6%, of the Bank’s total deposits compared to $398,570,108, or 76.2%, of the Bank’s 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 Bank’s 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

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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 Company’s 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 Company’s deposits are rate-sensitive instruments with rates which tend to fluctuate with market rates. These deposits, coupled with the Company’s short-term certificates of deposit, have increased the opportunities for deposit repricing. The Company places great significance on monitoring and managing the Company’s asset/liability position. The Company’s 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 Company’s 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 Company’s 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 Company’s 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 Bank’s 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 Company’s analysis of its interest rate sensitivity as discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.

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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 Company’s 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 Company’s 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 Company’s 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 Company’s asset-sensitivity and the related effects on the Company’s 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 Bank’s additional overnight borrowings due to interest rates falling to levels that were more favorable than the rates on time deposits in the Bank’s 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.

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Net Interest Income for the Year-to-Date Periods

     As was the case for the second quarter, the Company’s 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 Company’s 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 Company’s 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 Company’s asset-sensitivity and the related effects on the Company’s 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.

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Provisions for Loan Losses, Allowance for Loan Losses and Discussions of Asset Quality

     The risks inherent in the Company’s loan portfolio, including the adequacy of the allowance or reserve for loan losses, are significant estimates that are based on management’s assumptions regarding, among other factors, general and local economic conditions, which are difficult to predict and are beyond the Company’s 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 Bank’s 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 loan’s 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 Bank’s Credit Administration. Any issues regarding the risk assessments are addressed by the Bank’s senior credit administrators and factored into management’s 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 Bank’s Board of Directors. The Bank’s Board of Directors also review monthly an analysis of the Bank’s reserves relative to the range of reserves estimated by the Bank’s 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 party’s evaluation and report is shared with management, the Bank’s Audit Committee and ultimately, the Bank’s 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 Bank’s 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 Company’s 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

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part of their examination process, periodically review the Bank’s 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 %

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     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 Company’s 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.

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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 Bank’s 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 Bank’s 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, Management’s 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 Company’s 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 Company’s 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 Corporation’s 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 Corporation’s Bylaws, filed as Exhibit D of Pre-Effective Amendment No. 1 to the Registrant’s 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