First Charter 8-K First Charter Corporation Completes Merger With GBC Bancorp

Exhibit 99.3

GBC BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

JUNE 30, 2006

	(Unaudited)
ASSETS
Cash and due from banks	$	6,941,537
Federal funds sold		15,396,000
Securitiesavailable-for-sale, at fair value		32,426,382
Loans		343,568,247
Less allowance for loan losses		4,128,639
Loans, net		339,439,608
Premises and equipment		277,700
Cash surrender value of life insurance		5,813,687
Accrued interest		2,834,508
Other assets		7,154,166
Total assets	$	410,283,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
Noninterest-bearing	$	28,836,289
Interest-bearing		331,844,843
Total deposits		360,681,132
Securities sold under repurchase agreements		843,985
Other liabilities		7,705,234
Total liabilities		369,230,351
Commitments and contingencies
Stockholders’ equity
Common stock, par value $1; 3,000,000 shares authorized; 2,136,608 shares issued and outstanding		2,136,608
Capital surplus		23,119,805
Retained earnings		16,655,961
Accumulated other comprehensive loss		(859,137	)
Total stockholders’ equity		41,053,237
Total liabilities and stockholders’ equity	$	410,283,588

See Notes to Consolidated Financial Statements.

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GBC BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
THREE MONTHS ENDED JUNE 30, 2006 AND 2005 AND
SIX MONTHS ENDED JUNE 30, 2006 AND 2005

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
	(Unaudited)
Interest income
Loans	$	8,203,765		$	5,719,112		$	15,747,607		$	10,686,778
Taxable securities		313,522			281,223			617,835			556,226
Nontaxable securities		48,215			48,385			96,534			97,022
Federal funds sold		194,902			68,574			350,703			125,248
Total interest income		8,760,404			6,117,294			16,812,679			11,465,274
Interest expense
Deposits		3,765,274			2,132,118			7,114,430			3,910,547
Repurchase agreements		10,960			14,034			26,684			24,823
Total interest expense		3,776,234			2,146,152			7,141,114			3,935,370
Net interest income		4,984,170			3,971,142			9,671,565			7,529,904
Provision for loan losses		30,000			149,579			481,069			405,266
Net interest income after provision for loan losses		4,954,170			3,821,563			9,190,496			7,124,638
Other income
Service charges on deposit accounts		42,644			50,490			100,047			92,258
Gain on Sale of Loans		477,273			832,467			637,135			1,352,876
Gain (loss) on Sale of Other Real Estate Owned		(274	)		(384	)		15,096			43,364
Other operating income		231,567			101,272			442,815			192,830
Total other income		751,210			983,845			1,195,093			1,681,328
Other expenses
Salaries and employee benefits		1,585,988			1,376,747			3,112,393			2,717,633
Equipment and occupancy expenses		183,128			208,238			363,587			421,127
Other operating expenses		545,801			709,459			1,040,222			1,218,490
Total other expenses		2,314,917			2,294,444			4,516,202			4,357,250
Net income before income taxes		3,390,463			2,510,964			5,869,387			4,448,716
Income tax expense		1,252,827			917,000			2,162,000			1,619,000
Net income		2,137,636			1,593,964			3,707,387			2,829,716
Other comprehensive income (loss) :
Unrealized gains (losses) on securitiesavailable-for-sale arising during period, net of tax		(298,427	)		296,241			(421,808	)		(36,004	)
Comprehensive income	$	1,839,209		$	1,890,205		$	3,285,579		$	2,793,712
Basic earnings per share	$	1.11		$	0.91		$	2.01		$	1.62
Diluted earnings per share	$	1.04		$	0.87		$	1.85		$	1.54
Cash dividends per share	$	—		$	—		$	—		$	—

See Notes to Consolidated Financial Statements.

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GBC BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2006 AND 2005

	2006			2005
	(Unaudited)
Operating activities
Net income	$	3,707,387		$	2,829,716
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		55,455			76,188
Provision for loan losses		481,069			405,266
Gain on sale of Other Real Estate Owned		(15,096	)		(43,364	)
Gain on sale of loans		(637,135	)		(1,352,876	)
Loans originated for sale		(4,501,639	)		(10,104,346	)
Proceeds from the sale of loans		5,138,774			11,457,222
Increase in interest receivable		(349,729	)		(209,048	)
Increase in interest payable		355,092			194,797
Increase (decreases) in taxes payable		(363,292	)		84,186
Net other operating activities		604,445			(508,376	)
Net cash provided by operating activities		4,475,331			2,829,365
Investing activities
Purchases of securitiesavailable-for-sale		(1,000,000	)		(993,794	)
Proceeds from maturities of securitiesavailable-for-sale		304,122			414,643
Net decrease in federal funds sold		1,260,000			9,816,000
Net increase in loans		(26,092,437	)		(41,806,639	)
Proceeds from sale of Other Real Estate Owned		28,764			1,194,430
Purchase of life insurance		(93,937	)		(95,340	)
Purchase of premises and equipment		(40,515	)		(18,954	)
Net cash used in investing activities		(25,634,003	)		(31,489,654	)
Financing activities
Net increase in deposits		19,510,399			26,724,011
Net increase in securities sold under repurchase agreements		14,644			822,407
Net proceeds from exercise of stock options		4,774,425			341,375
Net cash provided by financing activities		24,299,468			27,887,793
Net increase (decrease) in cash and due from banks		3,140,796			(772,496	)
Cash and due from banks at beginning of period		3,800,741			5,390,288
Cash and due from banks at end of period	$	6,941,537		$	4,617,792
Supplemental disclosures of cash flow information
Cash paid during the period for :
Interest	$	6,786,022		$	3,740,573
Income taxes	$	2,521,394		$	1,567,814
Noncash transaction:
Loans transferred to Other Real Estate Owned	$	1,624,979		$	602,759

See Notes to Consolidated Financial Statements.

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GBC BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1.   NATURE OF BUSINESS AND BASIS OF PRESENTATION

The consolidated financial information for GBC Bancorp, Inc. (the “Company”) included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim period.

The results of operations for the three and six month periods ended June 30, 2006 are not necessarily indicative of the results to be expected for the full year.

NOTE 2.   STOCK COMPENSATION PLAN

At June 30, 2006, the Company has a stock-based compensation plan that includes employees and directors. Prior to January 1, 2006, the Company accounted for the plan under the recognition and measurement provisions of APB Opinion No. 25,Accounting for Stock Issued to Employees, and related interpretations, as permitted by FASB Statement No. 123,Accounting for Stock-Based Compensation. No stock-based employee compensation cost was recognized in the Statement of Operations for the six months ended June 30, 2005, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123(R),Share-Based Payment, using the modified-prospective-transition method. Under that transition method, compensation cost recognized includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of Statement 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of Statement 123(R). No stock options were granted or no previously granted options vested during the six months ended June 30, 2006 or 2005, therefore no compensation cost was recognized. The adoption of the provisions of Statement 123(R) did not have a material affect on the financial statements.

NOTE 3.   EARNINGS PER SHARE

Presented below is a summary of the components used to calculate basic and diluted earnings per common share.

	Three Months Ended June 30,
	2006		2005
Basic Earnings Per Share:
Weighted average common shares outstanding		1,920,164		1,751,069
Net income	$	2,137,636	$	1,593,964
Basic earnings per share	$	1.11	$	.91
Diluted Earnings Per Share:
Weighted average common shares outstanding		1,920,164		1,751,069
Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the period		135,373		90,470
Total weighted average common shares and common stock equivalents outstanding		2,055,537		1,841,540
Net income	$	2,137,636	$	1,593,964
Diluted earnings per share	$	1.04	$	.87

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

	Six Months Ended June 30,
	2006		2005
Basic Earnings Per Share:
Weighted average common shares outstanding		1,846,843		1,745,370
Net income	$	3,707,387	$	2,829,716
Basic earnings per share	$	2.01	$	1.62
Diluted Earnings Per Share:
Weighted average common shares outstanding		1,846,843		1,745,370
Net effect of the assumed exercise of stock options based on the treasury stock method using average market prices for the period		152,646		91,780
Total weighted average common shares and common stock equivalents outstanding		1,999,490		1,837,150
Net income	$	3,707,387	$	2,829,716
Diluted earnings per share	$	1.85	$	1.54

NOTE 4.   CURRENT ACCOUNTING DEVELOPMENTS

There are no recent accounting pronouncements that have had, or are expected to have, a material effect on the Company’s financial statements.

NOTE 5.   PROPOSED BUSINESS COMBINATION

On June 1, 2006, the Board of Directors of GBC Bancorp, Inc. unanimously approved a merger of GBC with First Charter Corporation, Charlotte, North Carolina. Under the proposed merger, shareholders of GBC will have the opportunity to elect to receive consideration in the form of 1.989 shares of First Charter common stock, $47.74 in cash, or a combination of both stock and cash for each share of GBC common stock. The proposed merger is contingent upon the required regulatory and shareholder approvals.

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