1 ================================================================================ 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, 2001 ------------- 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 11,103,797 SHARES OUTSTANDING AS OF JULY 31, 2001 ================================================================================ Exhibit Index begins on page 23 Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 1 of 23 2 INDEX Begins on Page ------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Balance Sheets June 30, 2001 and December 31, 2000 3 Consolidated Statements of Income Three Months Ended June 30, 2001 and 2000 And Six Months Ended June 30, 2001 and 2000 4 Consolidated Statements of Comprehensive Income Three Months Ended June 30, 2001 and 2000 And Six Months Ended June 30, 2001 and 2000 5 Consolidated Statements of Changes in Shareholders' Equity Six Months Ended June 30, 2001 and 2000 6 Consolidated Statements of Cash Flows Six Months Ended June 30, 2001 and 2000 7 Notes to Consolidated Financial Statements 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 PART II - OTHER INFORMATION Item 1. Legal Proceedings 19 Item 2. Changes in Securities and Use of Proceeds 19 Item 3. Defaults Upon Senior Securities 19 Item 4. Submission of Matters to a Vote of Security Holders 19 Item 5. Other Information 19 Item 6. Exhibits and Reports on Form 8-K 19 Signatures 22 Exhibit Index 23 Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 2 of 23 3 ITEM 1. FINANCIAL STATEMENTS BANK OF GRANITE CORPORATION JUNE 30, December 31, Consolidated Balance Sheets 2001 2000 (UNAUDITED) ASSETS: Cash and cash equivalents: Cash and due from banks $ 24,841,596 $ 23,603,938 Interest-bearing deposits 499,424 423,142 Federal funds sold 20,025,000 6,600,000 -------------------------------- Total cash and cash equivalents 45,366,020 30,627,080 -------------------------------- Investment securities: Available for sale, at fair value 76,750,293 85,296,735 Held to maturity, at amortized cost 82,090,414 82,208,485 Loans 485,037,913 450,398,252 Allowance for loan losses (8,452,032) (6,351,756) -------------------------------- Net loans 476,585,881 444,046,496 -------------------------------- Premises and equipment, net 8,814,255 9,239,836 Accrued interest receivable 5,723,812 6,268,844 Other assets 5,373,816 3,935,336 -------------------------------- Total assets $700,704,491 $661,622,812 ================================ LIABILITIES AND SHAREHOLDERS' EQUITY: Deposits: Demand accounts $ 93,700,794 $ 94,326,293 NOW accounts 79,841,364 80,283,789 Money market accounts 35,182,024 29,993,262 Savings accounts 25,191,862 23,717,236 Time deposits of $100,000 or more 130,001,319 124,437,284 Other time deposits 173,266,304 164,523,636 -------------------------------- Total deposits 537,183,667 517,281,500 Overnight borrowings 13,028,785 12,768,442 Other borrowings 24,028,730 7,840,267 Accrued interest payable 2,592,860 2,796,811 Other liabilities 942,427 1,620,455 -------------------------------- Total liabilities 577,776,469 542,307,475 -------------------------------- Shareholders' equity: Common stock, $1 par value Authorized - 25,000,000 shares Issued - 11,537,515 shares in 2001 and 11,517,084 shares in 2000 Outstanding - 11,116,247 shares in 2001 and 11,152,949 shares in 2000 11,537,515 11,517,084 Capital surplus 23,577,604 23,260,188 Retained earnings 95,823,890 91,794,837 Accumulated other comprehensive income, net of deferred income taxes 740,729 358,923 Less: Cost of common shares in treasury; Held - 421,268 shares in 2001 and 364,135 shares in 2000 (8,751,716) (7,615,695) -------------------------------- Total shareholders' equity 122,928,022 119,315,337 -------------------------------- Total liabilities and shareholders' equity $700,704,491 $661,622,812 ================================ See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 3 of 23 4 BANK OF GRANITE CORPORATION Three Months Six Months Consolidated Statements of Income Ended June 30, Ended June 30, (unaudited) 2001 2000 2001 2000 INTEREST INCOME: Interest and fees on loans $ 11,034,390 $ 11,125,482 $ 22,593,727 $ 21,294,192 Federal funds sold 325,813 241,071 523,665 636,316 Interest-bearing deposits 7,392 6,641 15,557 12,110 Investments: U.S. Treasury 44,314 121,318 159,017 263,949 U.S. Government agencies 1,123,283 1,283,141 2,330,814 2,312,123 States and political subdivisions 802,110 814,414 1,630,226 1,670,371 Other 162,307 157,470 342,962 340,617 --------------------------------------------------------------- Total interest income 13,499,609 13,749,537 27,595,968 26,529,678 --------------------------------------------------------------- INTEREST EXPENSE: Time deposits of $100,000 or more 2,018,254 1,584,194 4,149,954 3,120,830 Other deposits 3,104,417 2,623,185 6,282,396 5,068,774 Overnight borrowings 118,269 162,772 220,279 308,506 Other borrowings 192,211 117,038 324,744 200,540 --------------------------------------------------------------- Total interest expense 5,433,151 4,487,189 10,977,373 8,698,650 --------------------------------------------------------------- Net interest income 8,066,458 9,262,348 16,618,595 17,831,028 Provision for loan losses 2,010,680 788,427 2,710,578 1,433,427 --------------------------------------------------------------- Net interest income after provision for loan losses 6,055,778 8,473,921 13,908,017 16,397,601 --------------------------------------------------------------- OTHER INCOME: Service charges on deposit accounts 1,335,919 1,278,950 2,597,216 2,161,113 Other service charges, fees and commissions 904,781 747,062 1,807,345 1,380,339 Securities gains 9,214 - 137,549 - Other 80,031 22,960 234,692 167,201 --------------------------------------------------------------- Total other income 2,329,945 2,048,972 4,776,802 3,708,653 --------------------------------------------------------------- OTHER EXPENSES: Salaries and wages 2,402,606 2,098,179 4,683,509 4,098,232 Employee benefits 315,187 449,107 826,810 882,780 Occupancy expense, net 211,278 209,254 426,606 417,434 Equipment expense 387,661 360,624 767,023 689,882 Other 1,245,886 1,159,022 2,359,286 2,296,299 --------------------------------------------------------------- Total other expenses 4,562,618 4,276,186 9,063,234 8,384,627 --------------------------------------------------------------- Income before income taxes 3,823,105 6,246,707 9,621,585 11,721,627 Income taxes 1,192,598 2,159,277 3,142,972 3,972,721 --------------------------------------------------------------- Net income $ 2,630,507 $ 4,087,430 $ 6,478,613 $ 7,748,906 =============================================================== PER SHARE AMOUNTS: Net income - Basic $ 0.24 $ 0.36 $ 0.58 $ 0.68 Net income - Diluted 0.24 0.36 0.58 0.68 Cash dividends 0.11 0.10 0.22 0.20 Book value 11.06 10.26 See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 4 of 23 5 BANK OF GRANITE CORPORATION Three Months Six Months Consolidated Statements of Ended June 30, Ended June 30, Comprehensive Income 2001 2000 2001 2000 (unaudited) Net income $ 2,630,507 $ 4,087,430 $ 6,478,613 $ 7,748,906 --------------------------------------------------------------- ITEMS OF OTHER COMPREHENSIVE INCOME: Items of other comprehensive income (losses), before tax: Unrealized gains (losses) on securities available for sale 92,277 (52,121) 772,564 (504,099) Less: Reclassification adjustments for gains included in net income 9,214 - 137,549 - --------------------------------------------------------------- Items of other comprehensive income (losses), before tax 83,063 (52,121) 635,015 (504,099) Less: Change in deferred income taxes related to change in unrealized gains or losses on securities available for sale 33,122 (20,784) 253,209 (201,017) --------------------------------------------------------------- Other comprehensive income (losses), net of tax 49,941 (31,337) 381,806 (303,082) --------------------------------------------------------------- Comprehensive income $ 2,680,448 $ 4,056,093 $ 6,860,419 $ 7,445,824 =============================================================== See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 5 of 23 6 BANK OF GRANITE CORPORATION Six Months Consolidated Statements of Changes in Ended June 30, Shareholders' Equity (unaudited) 2001 2000 COMMON STOCK, $1 PAR VALUE At beginning of period $ 11,517,084 $ 11,495,897 Shares issued under incentive stock option plans 20,431 - -------------------------------- At end of period 11,537,515 11,495,897 -------------------------------- CAPITAL SURPLUS At beginning of period 23,260,188 22,987,562 Shares issued under incentive stock option plans 317,416 - -------------------------------- At end of period 23,577,604 22,987,562 -------------------------------- RETAINED EARNINGS At beginning of period 91,794,837 80,976,641 Net income 6,478,613 7,748,906 Cash dividends paid (2,449,560) (2,282,119) -------------------------------- At end of period 95,823,890 86,443,428 -------------------------------- ACCUMULATED OTHER COMPREHENSIVE INCOME, NET OF DEFERRED INCOME TAXES At beginning of period 358,923 (746,948) Net change in unrealized gains or losses on securities available for sale, net of deferred income taxes 381,806 (303,082) -------------------------------- At end of period 740,729 (1,050,030) -------------------------------- COST OF COMMON SHARES HELD IN TREASURY At beginning of period (7,615,695) (1,262,043) Cost of common shares repurchased (1,136,021) (2,482,753) -------------------------------- At end of period (8,751,716) (3,744,796) -------------------------------- TOTAL SHAREHOLDERS' EQUITY $122,928,022 $116,132,061 ================================ SHARES ISSUED At beginning of period 11,517,084 11,495,897 Shares issued under incentive stock option plans 20,431 - -------------------------------- At end of period 11,537,515 11,495,897 -------------------------------- SHARES HELD IN TREASURY At beginning of period (364,135) (56,696) Common shares repurchased (57,133) (125,139) -------------------------------- At end of period (421,268) (181,835) -------------------------------- TOTAL SHARES OUTSTANDING 11,116,247 11,314,062 ================================ See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 6 of 23 7 BANK OF GRANITE CORPORATION Six Months Consolidated Statements of Cash Flows Ended June 30, (unaudited) 2001 2000 INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS: CASH FLOWS FROM OPERATING ACTIVITIES: Interest received $ 28,203,545 $ 26,096,856 Fees and commissions received 4,639,253 3,708,653 Interest paid (11,181,324) (8,631,983) Cash paid to suppliers and employees (9,706,131) (8,823,805) Income taxes paid (4,292,561) (4,000,017) -------------------------------- Net cash provided by operating activities 7,662,782 8,349,704 -------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities and/or calls of securities available for sale 26,276,226 7,725,000 Proceeds from maturities and/or calls of securities held to maturity 8,455,275 7,876,750 Proceeds from sales of securities available for sale 130,755 - Purchase of securities available for sale (17,073,366) (24,112,660) Purchase of securities held to maturity (8,414,358) (5,407,858) Net increase in loans (35,249,963) (32,900,692) Capital expenditures (151,775) (389,368) Proceeds from sale of fixed assets 125 750 Proceeds from sale of other real estate - 88,759 -------------------------------- Net cash used by investing activities (26,027,081) (47,119,319) -------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in demand, NOW, money market and savings deposits 5,595,464 10,758,382 Net increase in time deposits 14,306,703 7,600,521 Net increase in overnight borrowings 260,343 3,725,505 Net increase in other borrowings 16,188,463 1,129,790 Net proceeds from issuance of common stock 337,847 - Dividend paid (2,449,560) (2,282,119) Purchases of common stock for treasury (1,136,021) (2,482,753) -------------------------------- Net cash provided by financing activities 33,103,239 18,449,326 -------------------------------- Net increase (decrease) in cash equivalents 14,738,940 (20,320,289) Cash and cash equivalents at beginning of period 30,627,080 51,138,496 -------------------------------- Cash and cash equivalents at end of period $ 45,366,020 $ 30,818,207 ================================ See notes to consolidated financial statements. (continued on next page) Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 7 of 23 8 BANK OF GRANITE CORPORATION Six Months Consolidated Statements of Cash Flows Ended June 30, (unaudited) - (concluded) 2001 2000 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Income $ 6,478,613 $ 7,748,906 -------------------------------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 573,030 506,943 Provision for loan loss 2,710,578 1,433,427 Premium amortization, net 62,545 98,774 Deferred income taxes (764,028) (373,079) Gains on sales or calls of securities available for sale (137,549) - Losses (gains) on disposal or sale of equipment 4,201 (750) Increase (decrease) in taxes payable (385,561) 345,783 Decrease (increase) in accrued interest receivable 545,032 (531,596) Increase (decrease) in interest payable (203,951) 66,667 Increase in other assets (927,661) (636,359) Decrease in other liabilities (292,467) (309,012) -------------------------------- Net adjustments to reconcile net income to net cash provided by operating activities 1,184,169 600,798 -------------------------------- Net cash provided by operating activities $ 7,662,782 $ 8,349,704 ================================ SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: Increase (decrease) in unrealized gains or losses on securities available for sale $ 635,015 $ (504,099) Decrease (increase) in deferred income taxes on unrealized gains or losses on securities available for sale 253,209 (201,017) Transfer from loans to other real estate owned 153,128 170,626 See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 8 of 23 9 BANK OF GRANITE CORPORATION Notes to Consolidated Financial Statements June 30, 2001 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, 2001 and December 31, 2000, and the results of its operations for the three and six month periods ended June 30, 2001 and 2000, and its cash flows for the six month periods ended June 30, 2001 and 2000. 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. The accounting policies followed are set forth in Note 1 to the Company's 2000 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) 2001 2000 2001 2000 Weighted average shares outstanding 11,116,219 11,350,996 11,128,864 11,385,111 Potentially dilutive effect of stock options 626 10,185 2,665 9,710 --------------------------------------------------------------- Weighted average shares outstanding, including potentially dilutive effect of stock options 11,116,845 11,361,181 11,131,529 11,394,821 =============================================================== 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, 2001 and December 31, 2000 were as follows: JUNE 30, December 31, 2001 2000 Unfunded commitments $ 77,913,464 $ 81,135,503 Letters of credit 3,635,772 2,865,570 </Table> 4. New Accounting Standards - In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 was amended by SFAS No. 138, "Accounting for Certain Derivative Instrument and Certain Hedging Activities." SFAS No. 133, as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. The new standard requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. SFAS No. 133 was amended by SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date for FASB Statement No. 133," which delayed the Company's effective date until January 1, 2001. Effective January 1, 2001, the Company adopted the Standard. The Standard did not have an impact on the Company's financial statements and current disclosures. In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities." SFAS No. 140 revises the standards for accounting for securitization and other transfers of financial assets and collateral and requires certain disclosures, but carries over most of the provisions of SFAS No. 125 without reconsideration. The statement is effective for transfers and servicing of financial assets and extinguishment of liabilities occurring after March 31, 2001. The Standard did not have an impact on the Company's financial statements and current disclosures. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 9 of 23 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CHANGES IN FINANCIAL CONDITION June 30, 2001 Compared With December 31, 2000 Total assets increased $39,081,679, or 5.91%, from December 31, 2000 to June 30, 2001. Earning assets increased $39,476,430, or 6.32%, over the same six month period. Loans, the largest earning asset, increased $34,639,661, or 7.69%, over the same period, primarily because of a $16,413,171, or 165.27%, increase as of June 30, 2001 in the level of mortgage loans of GLL and a $18,226,490, or 4.14%, increase in the Bank's loans. Cash and cash equivalents increased of $14,738,940, or 48.12%, primarily because Federal funds sold increased of $13,425,000, or 203.41%. Investment securities decreased $8,664,513, or 5.17%, because of calls of debt securities due to lower interest rates. Funding the asset growth was a combination of deposit growth, growth in overnight and other borrowings and earnings retained. Deposits increased $19,902,167, or 3.85%, from December 31, 2000 to June 30, 2001. Savings, NOW and money market deposits increased $6,220,963, or 4.64%, while total time deposits increased $14,306,703, or 4.95%, over the same period. The Company's loan to deposit ratio was 90.29% as of June 30, 2001 compared to 87.07% as of December 31, 2000, while the Bank's loan to deposit ratio was 83.42% compared to 83.17% when comparing the same periods. 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 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, 2000 to June 30, 2001, such overnight borrowings increased $260,343, or 2.04%. Other borrowings increased $16,188,463, or 206.48%, reflecting an increase in temporary borrowings by GLL primarily due to higher mortgage origination activity. Common stock outstanding decreased 36,702 shares, or 0.33%, from December 31, 2000 to June 30, 2001, primarily due to shares repurchased under the Company's current stock repurchase plan. From December 31, 2000 through June 30, 2001, the Company repurchased 57,133 shares of its common stock at an average price of $19.88. During the same period, the Company issued 20,431 shares of its common stock at an average price of $16.54 under its Incentive Stock Option Plan. Earnings retained were $4,029,053 for the first six months of 2001, after paying cash dividends of $2,449,560. Accumulated other comprehensive income, net of deferred income taxes, increased $381,806, or 106.38%, from December 31, 2000 to June 30, 2001, primarily because the value of securities available for sale rose when interest rates on longer term bonds fell during the period. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 10 of 23 11 LIQUIDITY, INTEREST RATE SENSITIVITY AND MARKET RISKS The objectives of the Company's liquidity management policy include providing adequate funds to meet the needs of depositors and borrowers at all times, as well as providing funds to meet the basic needs for on-going operations of the Company and regulatory requirements. The Company's liquidity position remained strong during the six month period ended June 30, 2001. The Company places great significance on monitoring and managing the Company's asset/liability position. The Company's policy for 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 has not historically been subject to the levels 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. Gap analysis, a common method historically used to estimate interest rate sensitivity, measures the difference or gap between the volume of interest-earning assets and interest-bearing liabilities repricing over various time periods. 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. In response to a slowing economy during the first six-months of 2001, the Federal Reserve lowered its rate on short-term overnight funds by 275 basis points. Because of its asset sensitivity, the Company experienced a 97 basis point decline in its net interest margin, which was 5.41% in the first six-months of 2001 compared with 6.38% in the first six-months of 2000. For the second quarter, the margin declined 141 basis points to 5.12% in 2001 compared with 6.53% in 2000. The Company's variable rate loans, and certain investments that matured or were called, repriced immediately at the lower rates. The Company's time deposits will reprice as they mature over the next several quarters. The Company believes that the Federal Reserve may further reduce short-term rates as the economy continues to show signs of weakness. The Federal Reserve lowers rates to reduce borrowing costs with the goal of increasing loan demand to stimulate the economy. Such increases in loan demand, should they occur, could mitigate the effects of the Company's repricing differences discussed above. 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 its interest rate sensitivity since reported at December 31, 2000. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 11 of 23 12 RESULTS OF OPERATIONS For the Three Month Period Ended June 30, 2001 Compared With the Same Period in 2000 and for the Six Month Period Ended June 30, 2001 Compared With the Same Period in 2000 During the three month period ended June 30, 2001, the Company's net income decreased to $2,630,507, or 35.64%, from $4,087,430 earned in the same period of 2000. The decline primarily resulted from lower net interest margins and higher provisions for possible loan losses. For essentially the same reasons, year-to-date net income was also lower. For the first six months of 2001 net income was $6,478,613, down $1,270,293, or 16.39%, from $7,748,906 earned in the same year-to-date period of 2000. NET INTEREST INCOME FOR THE QUARTERLY PERIODS During the three month period ended June 30, 2001, the Company's net interest income decreased $1,195,890, or 12.91%, compared to the three months ended June 30, 2000, primarily due to the Company's asset-sensitive balance sheet in a declining rate environment. 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, 2001, interest income decreased $249,928, or 1.82%, 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 $91,092, or 0.82%, due to lower average rates during the quarter. Yields on loans averaged 9.21% for the quarter, down from 10.77% for the same quarter last year. The prime lending rate during the three month period averaged 7.59% compared to 9.14% during the same period in 2000. Gross loans averaged $480,700,426 compared to $415,395,605 last year, an increase of $65,304,821, or 15.72%. Average loans of the Bank were $456,590,659 compared to $403,868,857 last year, an increase of $52,721,802, or 13.05%, while average loans of GLL were $24,109,767 compared to $11,526,748 last year, an increase of $12,583,019, or 109.16%. Interest on securities and overnight investments decreased $158,836, or 6.05%, also due to lower rates during the quarter. Average securities and overnight investments were $185,221,898 compared to $182,318,251 last year, an increase of $2,903,647, or 1.59%. Interest expense increased $945,962, or 21.08%, primarily because of higher volumes and rates of time deposits, a substantial portion of which were opened during the third and fourth quarters of 2000 when interest rates were at or near their highest recent levels. Time deposits generally pay a higher rate of interest than most other types of deposits. Overall, rates on interest-bearing deposits averaged 4.58% for the quarter, up from 4.34% for the same quarter last year, primarily because of growth in time deposits. Total interest-bearing deposits averaged $448,373,316 compared to $390,337,630 last year, an increase of $58,035,686, or 14.87%. Savings, NOW and money market deposits averaged $136,436,877 compared to $137,997,700 last year, a decrease of $1,560,823, or 1.13%. Time deposits averaged $311,936,439 compared to $252,339,930 last year, an increase of $59,596,509, or 23.62%. Overnight borrowings averaged $11,310,511 compared to $14,180,572 last year, a decrease of $2,870,061, or 20.24%, reflecting decreases in both securities sold under agreements to repurchase and commercial paper related to the commercial deposit sweep arrangements. Other borrowings averaged $21,531,732 compared to $9,770,351 last year, an increase of $11,761,381, or 120.38%, due to an increase in temporary borrowings of GLL primarily due to higher 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 source of funding. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 12 of 23 13 NET INTEREST INCOME FOR THE YEAR-TO-DATE PERIODS As was the case for the second quarter, the Company's net interest income decreased for the year-to-date period. Although higher loan volumes helped to buffer the year-to-date decline, falling loan yields in 2001 and growth in higher cost time deposits during the last six months of 2000 caused the Company's net interest income to decrease $1,212,433, or 6.80%, during the six month period ended June 30, 2001 compared to the same period in 2000. 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 first six months of 2001, interest income increased $1,066,290, or 4.02%, from the same period last year due to due to higher volumes of loans, which outpaced lower interest rates on loans and other interest-earning assets. Interest and fees on loans increased $1,299,535, or 6.10%, due to the higher average volumes during the year-to-date period. Yields on loans averaged 9.66% for the year-to-date period, down from 10.55% for the same period last year. The prime rate during the six month period averaged 8.20% compared to 8.90% during the same period in 2000. Gross loans averaged $471,679,628 compared to $406,008,376 last year, an increase of $65,671,252, or 16.17%. Average loans of the Bank were $451,309,816 compared to $395,687,627 last year, an increase of $55,622,189, or 14.06%, while average loans of GLL were $20,369,812 compared to $10,320,749 last year, an increase of $10,049,063, or 97.37%. Interest on securities and overnight investments decreased $233,245, or 4.46%, due to both lower average volumes invested during the period and lower rates received on such investments. Average securities and overnight investments were $180,146,215 compared to $184,694,748 last year, a decrease of $4,548,533, or 2.46%. Interest expense increased $2,278,723, or 26.20%, primarily because of higher rates on and volumes of time deposits, a substantial portion of which were opened during the third and fourth quarters of 2000 when interest rates were at or near their highest recent levels. Rates on all interest-bearing deposits averaged 4.77% for the year-to-date period, up from 4.24% for the same period last year. Interest-bearing deposits averaged $440,941,213 compared to $388,433,980 last year, an increase of $52,507,233, or 13.52%. Overnight borrowings, principally in the form of commercial paper related to the Bank's commercial deposit sweep arrangements, averaged $10,261,198 compared to $13,633,041 last year, a decrease of $3,371,843, or 24.73%. Other borrowings averaged $17,978,965 compared to $8,635,515 last year, an increase of $9,343,450, or 108.20%, reflecting an increase in temporary borrowings of GLL primarily due to higher 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 source of funding. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 13 of 23 14 PROVISIONS FOR POSSIBLE LOAN LOSSES, ALLOWANCE FOR LOAN LOSSES AND DISCUSSIONS OF ASSET QUALITY Management determines the allowance for loan losses based on a number of factors including reviewing and evaluating the Company's loan portfolio in order to identify potential problem loans, credit concentrations and other risk factors connected to the loan portfolio, as well as current and projected economic conditions locally and nationally. Upon loan origination, management evaluates the relative quality of each loan and assigns a corresponding loan grade. All loans are periodically reviewed to determine whether any changes in these loan grades are necessary. The loan grading system assists management in determining the overall risk in the loan portfolio. 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. Due to unfavorable economic trends in the Company's market area and due to higher levels of nonperforming loans resulting from the weakened local economy, management believed it prudent to charge operations in the amounts of $2,010,680 and $2,710,578 for the three and six month periods ended June 30, 2001, respectively, to provide for possible future losses related to uncollectible loans. At June 30, 2001, the loan loss reserve was 1.77% of net loans outstanding compared to 1.43% as of December 31, 2000. The following table and subsequent discussion 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, 2001 2000 2001 2000 Allowance for loan losses, beginning of period $ 6,918,760 $ 5,199,748 $ 6,351,756 $ 4,746,692 --------------------------------------------------------------- Net charge-offs: Loans charged off: Real estate 62,129 46,115 62,129 111,403 Commercial, financial and agricultural 152,083 68,468 178,285 236,777 Credit cards and related plans 4,942 3,049 10,986 4,956 Installment loans to individuals 242,093 106,248 330,247 139,705 Demand deposit overdraft program 105,628 89,482 215,367 89,482 --------------------------------------------------------------- Total charge-offs 566,875 313,362 797,014 582,323 --------------------------------------------------------------- Recoveries of loans previously charged off: Real estate - - 26,327 12,449 Commercial, financial and agricultural 11,869 21,569 16,517 59,129 Credit cards and related plans 2,297 2,076 2,542 2,597 Installment loans to individuals 25,770 18,677 28,292 45,164 Demand deposit overdraft program 49,531 3,883 113,034 3,883 --------------------------------------------------------------- Total recoveries 89,467 46,205 186,712 123,222 --------------------------------------------------------------- Total net charge-offs 477,408 267,157 610,302 459,101 --------------------------------------------------------------- Loss provisions charged to operations 2,010,680 788,427 2,710,578 1,433,427 --------------------------------------------------------------- Allowance for loan losses, end of period $ 8,452,032 $ 5,721,018 $ 8,452,032 $ 5,721,018 =============================================================== Ratio of annualized net charge-offs during the period to average loans during the period 0.40% 0.26% 0.26% 0.23% Allowance coverage of annualized net charge-offs 441.39% 533.89% 686.76% 617.95% Allowance as a percentage of gross loans 1.74% 1.35% Allowance as a percentage of net loans 1.77% 1.37% Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 14 of 23 15 Nonperforming assets at June 30, 2001 and December 31, 2000 were as follows: JUNE 30, December 31, 2001 2000 Nonperforming assets: Nonaccrual loans $ 2,593,567 $ 1,502,019 Loans past due 90 days or more and still accruing interest 2,399,557 1,982,926 -------------------------------- Total nonperforming loans 4,993,124 3,484,945 Foreclosed properties 286,973 133,846 -------------------------------- Total nonperforming assets $ 5,280,097 $ 3,618,791 ================================ Nonperforming loans to total loans 1.03% 0.77% Allowance coverage of nonperforming loans 169.27% 164.16% Nonperforming assets to total assets 0.75% 0.55% </Table> 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, 2001 and December 31, 2000 was as follows: JUNE 30, December 31, 2001 2000 Investment in impaired loans: Impaired loans still accruing interest $ 4,111,000 $ 545,351 Accrued interest on accruing impaired loans 198,401 24,181 Impaired loans not accruing interest 2,593,567 1,502,019 Accrued interest on nonaccruing impaired loans 92,519 53,034 -------------------------------- Total investment in impaired loans $ 6,995,487 $ 2,124,585 ================================ Loan loss allowance related to impaired loans $ 2,444,999 $ 1,009,562 ================================ When comparing June 30, 2001 with June 30, 2000, the recorded investment in loans that are considered to be impaired under SFAS No. 114 was $6,995,487 ($2,686,086 of which was on a non-accrual basis) and $1,734,516 ($1,207,725 of which was on a non-accrual basis), respectively. The average recorded balance of impaired loans during the first six months of 2001 and 2000 was not significantly different from the balance at June 30, 2001 and 2000, respectively. The related allowance for loan losses determined in accordance with SFAS No. 114 for these loans was $4,550,487 and $878,086 at June 30, 2001 and 2000, respectively. For the six months ended June 30, 2001 and 2000, the Company recognized interest income on those impaired loans of approximately $290,920 and $67,829, respectively. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 15 of 23 16 NONINTEREST INCOME AND EXPENSES FOR THE QUARTERLY PERIODS For the quarter ended June 30, 2001, total noninterest income was $2,329,945, up $280,973, or 13.71%, from $2,048,972 earned in the same period of 2000, primarily because of higher fees on deposit accounts and from mortgage originations. Fees on deposit accounts were $1,335,919 during the second quarter, up $56,969, or 4.45%, from $1,278,950 earned in the second quarter of 2000, primarily due to additional fees associated with the new demand deposit overdraft program designed for retail customers and introduced in April 2000. Other service fees and commissions were $904,781 for the second quarter of 2001, up $157,719, or 21.11%, from $747,062 earned in the same period of 2000. Included in other service fees was mortgage origination fee income of $710,505 for 2001, up $143,171, or 25.24%, from $567,334 earned in the same period of 2000. As mortgage rates began to drop in the third quarter of 2000, mortgage origination activity increased and continued at higher levels throughout the second quarter of 2001. There were no significant gains or losses on sales of securities in the second quarter of 2001 or 2000. Other noninterest income was $80,031 for the second quarter of 2001, up $57,071, or 248.57%, from $22,960 earned in the second quarter of 2000, primarily due to increased annuity sales. Management continued to place emphasis on nontraditional banking services such as annuities, life insurance, and sales of mortgage and small business loans, which produced $799,989 in nontraditional fee income during the second quarter of 2001, up 33.74% from the second quarter of 2000. Second quarter 2001 noninterest expenses, or overhead, totaled $4,562,618, up $286,432, or 6.70%, from $4,276,186 in the same quarter of 2000, primarily because of higher costs associated with the increase in mortgage origination activities. Personnel costs, the largest of the overhead expenses, were $2,717,793 during the quarter, up $170,507, or 6.69%, from $2,547,286 in 2000. Of the $170,507 increase in personnel costs, $214,392 were related to mortgage operations, partially offset by a $43,885 decrease in the personnel costs of the Bank. Salaries and wages were $2,402,606 during the quarter, up $304,427, or 14.51%, from $2,098,179 in 2000, while employee benefits were $315,187, down $133,920, or 29.82%, compared to $449,107 in the second quarter of 2000, primarily due to lower profit sharing expenses for the Bank. Bank salaries rose $99,825 or 6.51%, while mortgage-related salaries rose $204,602 or 36.25%. Noninterest expenses other than for personnel increased $115,925, or 6.71%, to $1,844,825 during the quarter from $1,728,900 incurred in the same period of 2000. Of the $115,925 increase, the nonpersonnel costs of the Bank increased $70,183 while the nonpersonnel costs of GLL increased $42,406. Occupancy expenses for the quarter were up less than 1% for the quarter. Equipment expenses were $387,661 during the second quarter, up $27,037, or 7.50%, from $360,624 in the same period of 2000. Second quarter other noninterest expenses were $1,245,886 in 2001, up $86,864, or 7.49%, from $1,159,022 in the same quarter a year ago, with the other noninterest costs of the Bank increasing $29,236 and GLL's other noninterest costs increasing $54,292. Income tax expense was $1,192,598 for the quarter, down $966,679, or 44.77%, from $2,159,277 for the 2000 second quarter. The effective tax rates were 31.19% and 34.57% for the second quarters of 2001 and 2000, respectively. Net income decreased to $2,630,507 during the quarter, or 35.64%, from $4,087,430 earned in the same period of 2000. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 16 of 23 17 NONINTEREST INCOME AND EXPENSES FOR THE YEAR-TO-DATE PERIODS For the six months ended June 30, 2001, total noninterest income was $4,776,802, up $1,068,149, or 28.80%, from $3,708,653 earned in the first six months of 2000, primarily because of higher fees on deposit accounts and higher fees from mortgage originations. Fees on deposit accounts were $2,597,216 during the first six months of 2001, up $436,103, or 20.18%, from $2,161,113 in the same period of 2000, primarily due to additional fees associated with the new demand deposit overdraft program designed for retail customers and introduced in April 2000. Also for the year-to-date period, other service fees and commissions were $1,807,345, up $427,006, or 30.93%, from $1,380,339 in 2000, primarily because of higher fees from mortgage originations in the first six months of 2000. Included in other service fees was mortgage origination fee income of $1,380,009 for 2001, up $415,891, or 43.14%, from $964,118 earned in the same period of 2000. As was the case for the quarter, the drop in mortgage rates that began in late 2000 increased mortgage origination activity, which continued throughout the 2001 year-to-date period. Year-to-date gains on sales of securities were $137,549, most of which was reported in the first quarter of 2001. Other noninterest income was $234,692 during the six months ended June 30, 2001, up $67,491, or 40.37%, from $167,201 in the same period of 2000. Management continued to place emphasis on nontraditional banking services such as annuities, life insurance, and sales of mortgage and small business loans, which produced $1,507,906 in nontraditional fee income during the first six months of 2001, up 45.17% from 2000. Total noninterest expenses were $9,063,234 during the first six months of 2001, up $678,607, or 8.09%, from $8,384,627 in the same period of 2000, primarily because of higher costs associated with the increase in mortgage origination activities. Total personnel costs, the largest of the overhead expenses, were $5,510,319 during the first six months of 2001, up $529,307, or 10.63%, from $4,981,012 in the same period of 2000. Included in the change in personnel costs was an increase of $585,277 in salaries and wages that was partially offset by a decrease of $55,970 in employee benefits. Also, $163,150 of the increase in personnel costs, was related to banking operations and $366,157 were related to mortgage operations. Noninterest expenses other than for personnel increased to $3,552,915 during the first six months of 2001, or 4.39%, from $3,403,615 incurred in the same period of 2000. Of the $149,300 increase, $118,420 were related to banking operations, while $38,338 were related to mortgage operations. Year-to-date occupancy expenses were $426,606, up $9,172, or 2.20%, from $417,434 in 2000, and equipment expenses were $767,023, up $77,141, or 11.18%, from $689,882 in the same year-to-date period of 2000. Other noninterest expenses were $2,359,286 for the six months ended June 30, 2001, up $62,987, or 2.74%, from $2,296,299 in the same period of 2000. Of the $62,987 increase in other noninterest expenses, $6,376 were related to banking operations, while $64,069 were related to mortgage operations, partially offset by a small decrease in holding company expenses. Year-to-date income tax expense was $3,142,972 in 2001, down $829,749, or 20.89%, from $3,972,721 in 2000. The year-to-date effective tax rates were 32.67% and 33.89% for 2001 and 2000, respectively. Net income was $6,478,613 during the first six months of 2001, down $1,270,293, or 16.39%, from $7,748,906 earned in the same year-to-date period of 2000. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 17 of 23 18 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. 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 such factors as, 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. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 18 of 23 19 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS Not applicable. ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS Not applicable. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS The following proposals were considered and acted upon at the annual meeting of shareholders of the Company held on April 23, 2001: Proposal 1. To consider the election of seven persons named as director/nominees in the Proxy Statement dated March 23, 2001. John N. Bray FOR 9,674,123 WITHHELD 95,209 Paul M. Fleetwood, III, CPA FOR 9,754,306 WITHHELD 15,026 John A. Forlines, Jr. FOR 9,514,183 WITHHELD 255,149 Barbara F. Freiman FOR 9,717,399 WITHHELD 51,933 Hugh R. Gaither FOR 9,629,742 WITHHELD 139,590 Charles M. Snipes FOR 9,470,591 WITHHELD 298,741 Boyd C. Wilson, Jr., CPA FOR 9,753,726 WITHHELD 15,606 Proposal 2. To consider the Company's proposed 2001 Incentive Stock Option Plan. FOR 9,367,856 AGAINST 223,167 ABSTAIN 178,308 Proposal 3. 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, 2001. FOR 9,717,888 AGAINST 10,426 ABSTAIN 41,018 No other business came before the meeting, or any adjournment or adjournments thereof. ITEM 5 - OTHER INFORMATION Not applicable. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 19 of 23 20 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 10. Material Contracts 1. Bank of Granite Employees' Profit Sharing Plan and Trust, as amended December 31, 1996, filed as Exhibit 10.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 is incorporated herein by reference 2. Bank of Granite Supplemental Executive Retirement Plan filed as Exhibit 10.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 is incorporated herein by reference 3. Bank of Granite Corporation's 1997 Incentive Stock Option Plan, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Registration Statement No. 333-29157) on June 13, 1997 is incorporated herein by reference 4. Employment and Noncompetition Agreement, dated June 1, 1999, between GLL & Associates, Inc. and Gary L. Lackey filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000 is incorporated herein by reference 5. Bank of Granite Corporation's 2001 Incentive Stock Option Plan, filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (Registration Statement No. 333-61640) on May 25, 2001 is incorporated herein by reference Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 20 of 23 21 11. Schedule of Computation of Net Income Per Share The information required by this item is set forth under Item 1, Note 2 (b) Reports on Form 8-K On July 9, 2001, the Company filed a report on Form 8-K regarding its July 9, 2001 news release in which it announced its earnings for the quarter ended June 30, 2001. The full text news release dated July 9, 2001 was attached as exhibit 99(a) to this Form 8-K filing. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 21 of 23 22 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 8, 2001 /s/ Kirby A. Tyndall ------------------------------- Kirby A. Tyndall Senior Vice President and Chief Financial Officer and Principal Accounting Officer Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 22 of 23 23 EXHIBIT INDEX Begins on Page ------- Certificate of Incorporation, as amended * Bylaws of the Registrant * Bank of Granite Employees' Profit Sharing Plan and Trust, as amended * Bank of Granite Supplemental Executive Retirement Plan * Bank of Granite Corporation's 1997 Incentive Stock Option Plan * Employment and Noncompetition Agreement, dated June 1, 1999, between GLL & Associates, Inc. and Gary L. Lackey * Bank of Granite Corporation's 2001 Incentive Stock Option Plan * - ------------------------------------------------- * Incorporated herein by reference. Bank of Granite Corporation, Form 10-Q, June 30, 2001, page 23 of 23