================================================================================ 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 SEPTEMBER 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 11,060,815 SHARES OUTSTANDING AS OF OCTOBER 31, 2001 ================================================================================ Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 1 of 20 INDEX Begins on Page -------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Balance Sheets September 30, 2001 and December 31, 2000 3 Consolidated Statements of Income Three Months Ended September 30, 2001 and 2000 And Nine Months Ended September 30, 2001 and 2000 4 Consolidated Statements of Comprehensive Income Three Months Ended September 30, 2001 and 2000 And Nine Months Ended September 30, 2001 and 2000 5 Consolidated Statements of Changes in Shareholders' Equity Nine Months Ended September 30, 2001 and 2000 6 Consolidated Statements of Cash Flows Nine Months Ended September 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 6. Exhibits and Reports on Form 8-K 18 Signatures 20 Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 2 of 20 ITEM 1. FINANCIAL STATEMENTS BANK OF GRANITE CORPORATION SEPTEMBER 30, DECEMBER 31, Consolidated Balance Sheets 2001 2000 (unaudited) ASSETS: Cash and cash equivalents: Cash and due from banks $ 22,755,415 $ 23,603,938 Interest-bearing deposits 12,643,895 423,142 Federal funds sold 6,700,000 6,600,000 ------------- ------------- Total cash and cash equivalents 42,099,310 30,627,080 ------------- ------------- Investment securities: Available for sale, at fair value 85,086,107 85,296,735 Held to maturity, at amortized cost 86,706,865 82,208,485 Loans 483,415,687 450,398,252 Allowance for loan losses (6,630,188) (6,351,756) ------------- ------------- Net loans 476,785,499 444,046,496 ------------- ------------- Premises and equipment, net 8,615,516 9,239,836 Accrued interest receivable 5,871,217 6,268,844 Other assets 11,964,183 3,935,336 ------------- ------------- Total assets $ 717,128,697 $ 661,622,812 ============= ============= LIABILITIES AND SHAREHOLDERS' EQUITY: Deposits: Demand accounts $ 88,006,084 $ 94,326,293 NOW accounts 75,353,512 80,283,789 Money market accounts 39,015,219 29,993,262 Savings accounts 24,950,535 23,717,236 Time deposits of $100,000 or more 132,733,912 124,437,284 Other time deposits 172,565,133 164,523,636 ------------- ------------- Total deposits 532,624,395 517,281,500 Overnight borrowings 14,246,054 12,768,442 Other borrowings 19,790,571 7,840,267 Accrued interest payable 2,382,222 2,796,811 Other liabilities 23,754,069 1,620,455 ------------- ------------- Total liabilities 592,797,311 542,307,475 ============= ============= 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 - 11,069,888 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 97,902,877 91,794,837 Accumulated other comprehensive income, net of deferred income taxes 1,055,419 358,923 Less: Cost of common shares in treasury; Held - 467,627 shares in 2001 and 364,135 shares in 2000 (9,742,029) (7,615,695) ------------- ------------- Total shareholders' equity 124,331,386 119,315,337 ------------- ------------- Total liabilities and shareholders' equity $ 717,128,697 $ 661,622,812 ============= ============= See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 3 of 20 BANK OF GRANITE CORPORATION THREE MONTHS NINE MONTHS Consolidated Statements of Income Ended September 30, Ended September 30, (unaudited) 2001 2000 2001 2000 INTEREST INCOME: Interest and fees on loans $10,448,673 $11,606,509 $33,042,400 $32,900,701 Federal funds sold 139,957 50,230 663,622 686,546 Interest-bearing deposits 45,029 7,639 60,586 19,749 Investments: U.S. Treasury 45,218 116,753 204,235 380,702 U.S. Government agencies 1,020,554 1,345,629 3,351,368 3,657,752 States and political subdivisions 846,610 845,398 2,476,836 2,515,769 Other 168,244 161,694 511,206 502,311 ----------- ----------- ----------- ----------- Total interest income 12,714,285 14,133,852 40,310,253 40,663,530 ----------- ----------- ----------- ----------- INTEREST EXPENSE: Time deposits of $100,000 or more 1,702,982 1,842,769 5,852,936 4,963,599 Other deposits 2,785,789 2,922,773 9,068,185 7,991,547 Overnight borrowings 122,998 146,078 343,277 454,584 Other borrowings 166,998 123,073 491,742 323,613 ----------- ----------- ----------- ----------- Total interest expense 4,778,767 5,034,693 15,756,140 13,733,343 ----------- ----------- ----------- ----------- Net interest income 7,935,518 9,099,159 24,554,113 26,930,187 Provision for loan losses 798,497 1,504,859 3,509,075 2,938,286 ----------- ----------- ----------- ----------- Net interest income after provision for loan losses 7,137,021 7,594,300 21,045,038 23,991,901 ----------- ----------- ----------- ----------- OTHER INCOME: Service charges on deposit accounts 1,260,530 1,319,164 3,857,746 3,480,277 Other service charges, fees and commissions 1,025,320 734,051 2,832,665 2,114,390 Securities gains 3,300 -- 140,849 -- Other 200,515 82,480 435,207 249,681 ----------- ----------- ----------- ----------- Total other income 2,489,665 2,135,695 7,266,467 5,844,348 ----------- ----------- ----------- ----------- OTHER EXPENSES: Salaries and wages 2,408,867 2,065,342 7,092,376 6,163,574 Employee benefits 559,363 431,365 1,386,173 1,314,145 Occupancy expense, net 212,788 214,798 639,394 632,232 Equipment expense 374,475 360,097 1,141,498 1,049,979 Other 1,085,498 1,116,514 3,444,784 3,412,813 ----------- ----------- ----------- ----------- Total other expenses 4,640,991 4,188,116 13,704,225 12,572,743 ----------- ----------- ----------- ----------- Income before income taxes 4,985,695 5,541,879 14,607,280 17,263,506 Income taxes 1,573,880 1,807,456 4,716,852 5,780,177 ----------- ----------- ----------- ----------- Net income $ 3,411,815 $ 3,734,423 $ 9,890,428 $11,483,329 ----------- ----------- ----------- ----------- PER SHARE AMOUNTS: Net income - Basic $ 0.31 $ 0.33 $ 0.89 $ 1.01 Net income - Diluted 0.31 0.33 0.89 1.01 Cash dividends 0.12 0.11 0.34 0.31 Book value 11.23 10.48 See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 4 of 20 BANK OF GRANITE CORPORATION THREE MONTHS NINE MONTHS Consolidated Statements of Ended September 30, Ended September 30, Comprehensive Income 2001 2000 2001 2000 (unaudited) Net income $3,411,815 $3,734,423 $ 9,890,428 $11,483,329 ---------- ---------- ----------- ----------- ITEMS OF OTHER COMPREHENSIVE INCOME: Items of other comprehensive income, before tax: Unrealized gains on securities available for sale 526,692 1,101,209 1,299,256 597,110 Less: Reclassification adjustments for gains included in net income 3,300 -- 140,849 -- ---------- ---------- ----------- ----------- Items of other comprehensive income, before tax 523,392 1,101,209 1,158,407 597,110 Less: Change in deferred income taxes related to change in unrealized gains or losses on securities available for sale 208,702 439,110 461,911 238,093 ---------- ---------- ----------- ----------- Other comprehensive income, net of tax 314,690 662,099 696,496 359,017 ---------- ---------- ----------- ----------- Comprehensive income $3,726,505 $4,396,522 $10,586,924 $11,842,346 ========== ========== =========== =========== See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 5 of 20 BANK OF GRANITE CORPORATION NINE MONTHS Consolidated Statements of Changes in Ended September 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 20,431 563 ------------- ------------- At end of period 11,537,515 11,496,460 ------------- ------------- CAPITAL SURPLUS At beginning of period 23,260,188 22,987,562 Shares issued under incentive stock option plans 317,416 7,319 ------------- ------------- At end of period 23,577,604 22,994,881 ------------- ------------- RETAINED EARNINGS At beginning of period 91,794,837 80,976,641 Net income 9,890,428 11,483,329 Cash dividends paid (3,782,388) (3,526,557) ------------- ------------- At end of period 97,902,877 88,933,413 ------------- ------------- 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 696,496 359,017 ------------- ------------- At end of period 1,055,419 (387,931) ------------- ------------- Cost of common shares held in treasury At beginning of period (7,615,695) (1,262,043) Cost of common shares repurchased (2,126,334) (3,855,531) ------------- ------------- At end of period (9,742,029) (5,117,574) ------------- ------------- TOTAL SHAREHOLDERS' EQUITY $ 124,331,386 $ 117,919,249 ============= ============= SHARES ISSUED At beginning of period 11,517,084 11,495,897 Shares issued under incentive stock option plans 20,431 563 ------------- ------------- At end of period 11,537,515 11,496,460 ------------- ------------- SHARES HELD IN TREASURY At beginning of period (364,135) (56,696) Common shares repurchased (103,492) (185,739) ------------- ------------- At end of period (467,627) (242,435) ------------- ------------- TOTAL SHARES OUTSTANDING 11,069,888 11,254,025 ============= ============= See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 6 of 20 BANK OF GRANITE CORPORATION Nine Months Consolidated Statements of Cash Flows Ended September 30, (unaudited) 2001 2000 INCREASE (DECREASE) IN CASH & cash equivalents: Cash flows from operating activities: Interest received $ 40,820,072 $ 39,762,091 Fees and commissions received 7,125,618 5,844,348 Interest paid (16,170,729) (13,298,231) Cash paid to suppliers and employees 2,110,608 (12,435,220) Income taxes paid (6,033,500) (6,583,762) ------------ ------------ Net cash provided by operating activities 27,852,069 13,289,226 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities and/or calls of securities available for sale 58,876,226 9,725,000 Proceeds from maturities and/or calls of securities held to maturity 9,220,225 8,166,750 Proceeds from sales of securities available for sale 130,755 -- Purchase of securities available for sale (57,506,558) (24,142,739) Purchase of securities held to maturity (13,821,336) (5,407,858) Net increase in loans (36,248,078) (48,005,925) Capital expenditures (231,134) (470,610) Proceeds from sale of fixed assets 125 6,600 Proceeds from sale of other real estate -- 142,000 ------------ ------------ Net cash used by investing activities (39,579,775) (59,986,782) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Net decrease in demand, NOW, money market and savings deposits (995,230) (57,017) Net increase in time deposits 16,338,125 24,466,297 Net increase (decrease) in overnight borrowings 1,477,612 (13,020) Net increase in other borrowings 11,950,304 488,383 Net proceeds from issuance of common stock 337,847 7,882 Dividend paid (3,782,388) (3,526,557) Purchases of common stock for treasury (2,126,334) (3,855,531) ------------ ------------ Net cash provided by financing activities 23,199,936 17,510,437 ------------ ------------ Net increase (decrease) in cash equivalents 11,472,230 (29,187,119) Cash and cash equivalents at beginning of period 30,627,080 51,138,496 ------------ ------------ Cash and cash equivalents at end of period $ 42,099,310 $ 21,951,377 ============ ============ See notes to consolidated financial statements. (continued on next page) Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 7 of 20 BANK OF GRANITE CORPORATION Nine Months Consolidated Statements of Cash Flows Ended September 30, (unaudited) - (concluded) 2001 2000 RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net Income $ 9,890,428 $ 11,483,329 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 851,128 779,202 Provision for loan loss 3,509,075 2,938,286 Premium amortization, net 112,192 142,831 Deferred income taxes (60,824) (553,117) Gains on sales or calls of securities available for sale (137,549) -- Gains on calls of securities held to maturity (3,300) -- Losses (gains) on disposal or sale of equipment 4,201 (3,120) Decrease in taxes payable (1,255,824) (250,468) Decrease (increase) in accrued interest receivable 397,627 (1,044,270) Increase (decrease) in interest payable (414,589) 435,112 Increase in other assets (8,429,934) (712,089) Increase in other liabilities 23,389,438 73,530 ------------ ------------ Net adjustments to reconcile net income to net cash provided by operating activities 17,961,641 1,805,897 ------------ ------------ Net cash provided by operating activities $ 27,852,069 $ 13,289,226 ============ ============ SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS: Increase in unrealized gains or losses on securities available for sale $ 1,158,407 $ 597,110 Decrease in deferred income taxes on unrealized gains or losses on securities available for sale 461,911 238,093 Transfer from loans to other real estate owned 170,531 170,626 See notes to consolidated financial statements. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 8 of 20 BANK OF GRANITE CORPORATION Notes to Consolidated Financial Statements September 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 September 30, 2001 and December 31, 2000, and the results of its operations for the three and nine month periods ended September 30, 2001 and 2000, and its cash flows for the nine month periods ended September 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 Nine Months Ended September 30, Ended September 30, (in shares) 2001 2000 2001 2000 Weighted average shares outstanding 11,098,426 11,287,584 11,118,718 11,352,602 Potentially dilutive effect of stock options 1,704 14,681 2,167 11,048 ---------------------------------------------------------------- Weighted average shares outstanding, including potentially dilutive effect of stock options 11,100,130 11,302,265 11,120,885 11,363,650 ---------------------------------------------------------------- 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 September 30, 2001 and December 31, 2000 were as follows: September 30, December 31, 2001 2000 Unfunded commitments $ 78,215,410 $ 81,135,503 Letters of credit 4,069,297 2,865,570 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, September 30, 2001, page 9 of 20 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CHANGES IN FINANCIAL CONDITION September 30, 2001 Compared With December 31, 2000 Total assets increased $55,505,885, or 8.39%, from December 31, 2000 to September 30, 2001. Earning assets increased $49,625,940, or 7.94%, over the same nine month period. Loans, the largest earning asset, increased $33,017,435, or 7.33%, over the same period, primarily because of a $20,697,911, or 4.70%, increase as of September 30, 2001 in loans of the Bank and a $12,319,524, or 124.05%, increase as of September 30, 2001 in the level of mortgage loans of GLL. Cash and cash equivalents increased $11,472,230, or 37.46%, primarily because of calls of debt securities due to lower interest rates. Investment securities increased $4,287,752, or 2.56%. Also during this period, other assets increased $8,028,847, or 204.02%, primarily due to the Bank's investment of $7,984,500 into bank owned life insurance intended to provide for supplemental life insurance and retirement benefits for the Bank's officers. Funding the asset growth was a combination of growth in deposits, overnight borrowings, other borrowings, other liabilities and earnings retained. Deposits increased $15,342,895, or 2.97%, from December 31, 2000 to September 30, 2001. Noninterest-bearing demand deposits decreased $6,320,209, or 6.70%, and NOW account deposits decreased $4,930,277, or 6.14%, over the same nine month period. Partially offsetting the declines in noninterest-bearing demand and NOW account deposits over this period were increases of $9,021,957, or 30.08%, in money market deposits and $1,233,299, or 5.20%, in savings deposits. Time deposits greater than $100,000 increased $8,296,628, or 6.67%, from December 31, 2000 to September 30, 2001, while other time deposits increased $8,041,497, or 4.89%, over the same period. The Company's loan to deposit ratio was 90.76% as of September 30, 2001 compared to 87.07% as of December 31, 2000, while the Bank's loan to deposit ratio was 84.42% 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 September 30, 2001, such overnight borrowings increased $1,477,612, or 11.57%, reflecting an increase of $1,918,224, or 17.50%, in higher overnight borrowings in the form of commercial paper, partially offset by a decrease of $440,612, or 24.42%, in lower overnight borrowings in the form of federal funds purchased and securities sold under agreements to repurchase. Other borrowings increased $11,950,304, or 152 .42%, reflecting an increase in temporary borrowings by GLL primarily due to higher mortgage origination activity. Other liabilities increased $22,133,614, or 1365.89%, from December 31, 2000 to September 30, 2001, primarily because of investment security purchases of $23,500,000 that were in the process of settlement, partially offset by a $1,255,824 decrease in income taxes currently payable attributable to timing differences in due dates for estimated taxes. Common stock outstanding decreased 83,061 shares, or 0.74%, from December 31, 2000 to September 30, 2001, due to shares repurchased under the Company's current stock repurchase plan, partially offset by shares issued in connection with the exercise of stock options. From December 31, 2000 through September 30, 2001, the Company repurchased 103,492 shares of its common stock at an average price of $20.55. Also from December 31, 2000 through September 30, 2001, 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 $6,108,040 for the first nine months of 2001, after paying cash dividends of $3,783,643. Accumulated other comprehensive income, net of deferred income taxes, increased $696,496, or 194.05%, from December 31, 2000 to September 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, September 30, 2001, page 10 of 20 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 nine month period ended September 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 nine months of 2001, the Federal Reserve lowered its rate on short-term overnight funds eight times for a total of 350 basis points. Because of its asset sensitivity, the Company experienced a 106 basis point decline in its net interest margin, which was 5.30% for the first nine months of 2001 compared with 6.36% for the first nine months of 2000. For the third quarter, the margin declined 124 basis points to 5.07% in 2001 compared with 6.31% 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 continue to reprice as they mature. 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 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, 2000. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 11 of 20 RESULTS OF OPERATIONS For the Three Month Period Ended September 30, 2001 Compared With the Same Period in 2000 and for the Nine Month Period Ended September 30, 2001 Compared With the Same Period in 2000 During the three month period ended September 30, 2001, the Company's net income decreased to $3,411,815, or 8.64%, from $3,734,423 earned in the same period of 2000. The decline primarily resulted from lower net interest margins. Year-to-date net income was also lower mainly due to lower net interest margins and higher loan loss provisions. For the first nine months of 2001, net income was $9,890,428, down $1,592,901, or 13.87%, from $11,483,329 earned in the same year-to-date period of 2000. NET INTEREST INCOME FOR THE QUARTERLY PERIODS During the three month period ended September 30, 2001, the Company's net interest income decreased $1,163,641, or 12.79%, compared to the three months ended September 30, 2000, primarily due to the effects of a declining interest rate environment on the Company's asset-sensitive balance sheet. The Company's net interest margin averaged 5.07% during the three month period compared to 6.31% during 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 quarter ended September 30, 2001, interest income decreased $1,419,567, or 10.04%, 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 $1,157,836, or 9.98%, due to lower average rates during the quarter. Yields on loans averaged 8.60% for the quarter, down from 10.77% for the same quarter last year. The prime lending rate during the three month period averaged 6.66% compared to 9.50% during the same period in 2000. Gross loans averaged $482,004,617 compared to $428,585,257 last year, an increase of $53,419,360, or 12.46%. Average loans of the Bank were $459,307,945 compared to $417,310,637 last year, an increase of $41,997,308, or 10.06%, while average loans of GLL were $22,696,672 compared to $11,274,620 last year, an increase of $11,422,052, or 101.31%. The large increase in loans at GLL is further evidence of the declining rate environment, since mortgage loan activity typically increases at such times. Interest on securities and overnight investments decreased $261,731, or 10.36%, also due to yields during the quarter. Average securities and overnight investments were $175,155,442 compared to $173,419,698 last year, an increase of $1,735,744, or 1.00%. Interest expense decreased $255,926, or 5.08%, primarily because of lower rates on interest-bearing deposits and other borrowings, partially offset by higher volumes of time deposits and other borrowings. Time deposits generally pay a higher rate of interest than most other types of deposits. Overall, rates on interest-bearing deposits averaged 4.03% for the quarter, down from 4.74% for the same quarter last year. Total interest-bearing deposits averaged $442,435,756 compared to $399,737,872 last year, an increase of $42,697,884, or 10.68%. Savings, NOW and money market deposits averaged $139,066,787 compared to $132,409,932 last year, an increase of $6,656,855, or 5.03%. Time deposits averaged $303,368,969 compared to $267,327,940 last year, an increase of $36,041,029, or 13.48%. The Company believes that the increase in time deposits may be attributable in part to recent flows of investment funds out of the equity markets into markets offering greater protection of investment principal. Overnight borrowings averaged $14,025,277 compared to $12,042,274 last year, an increase of $1,983,004, or 16.47%, reflecting an increase of $3,166,566, or 34.25%, in average overnight borrowings in the form of commercial paper related to the commercial deposit sweep arrangements of the Bank, partially offset by a decrease of $1,183,562, or 42.31%, in average overnight borrowings in the form of federal funds purchased and securities sold under agreements to repurchase of the Bank. Other borrowings averaged $20,064,667 compared to $9,437,583 last year, an increase of $10,627,084, or 112.60%, due to an increase in temporary Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 12 of 20 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. NET INTEREST INCOME FOR THE YEAR-TO-DATE PERIODS As was the case for the third 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 $2,376,074, or 8.82%, during the nine month period ended September 30, 2001 compared to the same period in 2000. The Company's net interest margin averaged 5.30% for the year-to-date period, down from 6.36% 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. During the first nine months of 2001, interest income decreased only $353,277, or 0.87%, from the same period last year because decreased interest income due to lower rates on loans was substantially offset by increases in interest income due to higher volumes of loans. Interest and fees on loans increased slightly by $141,699, or 0.43%, due to the higher volumes, while yields on loans averaged 9.30% for the year-to-date period, down from 10.63% for the same period last year. The prime rate during the nine month period averaged 7.71% compared to 9.08% during the same period in 2000. Gross loans averaged $475,121,291 compared to $413,534,003 last year, an increase of $61,587,288, or 14.89%. Average loans of the Bank increased $51,080,562, or 12.68%, while average loans of GLL increased $10,506,726, or 98.76%. Interest on securities and overnight investments decreased $494,976, or 6.38%, due to both lower rates and lower average volumes invested during the period. Average securities and overnight investments were $178,482,624 compared to $180,936,398 last year, a decrease of $2,453,774, or 1.36%. Interest expense increased $2,022,797, or 14.73%, primarily because of higher volumes of time deposits that resulted in rates on interest-bearing deposits increasing to 4.52% for the year-to-date period, from 4.41% for the same period last year. Interest-bearing deposits averaged $441,439,394 compared to $392,201,944 last year, an increase of $49,237,450, or 12 .55%. Overnight borrowings averaged $11,515,891 compared to $13,102,785 last year, a decrease of $1,586,894, or 12.11%, reflecting a decrease of $607,582, or 24.08%, in federal funds purchased and securities sold under agreements to repurchase of the Bank and a decrease of $979,312, or 9.26%, in commercial paper related to the commercial deposit sweep arrangements of the Bank. Other borrowings averaged $18,674,199 compared to $8,902,871 last year, an increase of $9,771,328, or 109.75%, 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. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 13 of 20 PROVISIONS FOR 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 amount of $3,509,075 for the nine month period ended September 30, 2001, to provide for future losses related to uncollectible loans. The Company had provided an additional $1,200,000 for loan losses in the second quarter of 2001 in anticipation of the higher charge-off's experienced in the third quarter. At September 30, 2001, the loan loss reserve was 1.39% of net loans outstanding, compared to 1.43% as of December 31, 2000. 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 Nine Months Ended September 30, Ended September 30, 2001 2000 2001 2000 Allowance for loan losses, beginning of period $8,452,032 $5,721,018 $6,351,756 $4,746,692 ---------- ---------- ---------- ---------- Net charge-offs: Loans charged off: Real estate 1,009,979 865,403 1,072,108 976,806 Commercial, financial and agricultural 1,510,848 307,476 1,689,133 544,253 Credit cards and related plans 5,847 1,737 16,833 6,693 Installment loans to individuals 75,580 22,052 405,827 161,757 Demand deposit overdraft program 108,544 154,134 323,911 243,616 ---------- ---------- ---------- ---------- Total charge-offs 2,710,798 1,350,802 3,507,812 1,933,125 ---------- ---------- ---------- ---------- Recoveries of loans previously charged off: Real estate 20,008 76,563 46,335 89,012 Commercial, financial and agricultural 17,876 17,010 34,393 76,139 Credit cards and related plans 976 349 3,518 2,946 Installment loans to individuals 2,555 10,196 30,847 55,360 Demand deposit overdraft program 49,042 24,570 162,076 28,453 ---------- ---------- ---------- ---------- Total recoveries 90,457 128,688 277,169 251,910 ---------- ---------- ---------- ---------- Total net charge-offs 2,620,341 1,222,114 3,230,643 1,681,215 ---------- ---------- ---------- ---------- Loss provisions charged to operations 798,497 1,504,859 3,509,075 2,938,286 ---------- ---------- ---------- ---------- Allowance for loan losses, end of period $6,630,188 $6,003,763 $6,630,188 $6,003,763 ---------- ---------- ---------- ---------- Ratio of annualized net charge-offs during the period to average loans during the period 2.16% 1.13% 0.91% 0.54% Allowance coverage of annualized net charge-offs 63.78% 123.82% 153.50% 267.10% Allowance as a percentage of gross loans 1.37% 1.38% Allowance as a percentage of net loans 1.39% 1.39% Due to a weakened local economy, the 2001 quarter-to-date and year-to-date charge-off's were substantially higher than those in the same periods of the previous year. In the third quarter of 2001, the Company charged off $2,710,798, an increase of $1,359,996, of which $1,203,372 were related to commercial loans in default. The increase in year-to-date charge-off's resulted from the higher level of charge-off's during the third quarter. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 14 of 20 Nonperforming assets at September 30, 2001 and December 31, 2000 were as follows: September 30, December 31, 2001 2000 Nonperforming assets: Nonaccrual loans $3,647,213 $1,502,019 Loans past due 90 days or more and still accruing interest 3,459,091 1,982,926 ---------- ---------- Total nonperforming loans 7,106,304 3,484,945 Foreclosed properties 304,377 133,846 ---------- ---------- Total nonperforming assets $7,410,681 $3,618,791 ========== ========== Nonperforming loans to total loans 1.47% 0.77% Allowance coverage of nonperforming loans 93.30% 172.28% Nonperforming assets to total assets 1.03% 0.55% 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 third quarter would not have been materially different from the amount reported. The Company's investment in impaired loans at September 30, 2001 and December 31, 2000 was as follows: September 30, December 31, 2001 2000 Investment in impaired loans: Impaired loans still accruing interest $1,084,317 $ 545,351 Accrued interest on accruing impaired loans 58,610 24,181 Impaired loans not accruing interest 3,647,213 1,502,019 Accrued interest on nonaccruing impaired loans 154,074 53,034 ---------- ---------- Total investment in impaired loans $4,944,214 $2,124,585 ---------- ---------- Loan loss allowance related to impaired loans $1,553,380 $1,009,562 ========== ========== When comparing September 30, 2001 with September 30, 2000, the recorded investment in loans that are considered to be impaired under SFAS No. 114 was $4,944,196 ($3,801,287 of which was on a non-accrual basis) and $1,936,404 ($1,608,405 of which was on a non-accrual basis), respectively. The average recorded balance of impaired loans during the first nine months of 2001 and 2000 was not significantly different from the balance at September 30, 2001 and 2000, respectively. The related allowance for loan losses determined in accordance with SFAS No. 114 for these loans was $1,553,380 and $991,283 at September 30, 2001 and 2000, respectively. For the nine months ended September 30, 2001 and 2000, the Company recognized interest income on those impaired loans of approximately $212,684 and $75,468, respectively. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 15 of 20 NONINTEREST INCOME AND EXPENSES FOR THE QUARTERLY PERIODS For the quarter ended September 30, 2001, total noninterest income was $2,489,665, up $353,970, or 16.57%, from $2,135,695 earned in the same period of 2000, primarily because of higher fees from mortgage originations. Fees on deposit accounts were $1,260,530 during the third quarter, down $58,634, or 4.44%, from $1,319,164 earned in the third quarter of 2000, primarily due to lower activity in the Bank's demand deposit overdraft program. Other service fees and commissions were $1,025,320 for the third quarter of 2001, up $291,269, or 39.68%, from $734,051 earned in the same period of 2000. Included in other service fees was mortgage origination fee income of $806,144 for 2001, up $239,777, or 42.34%, from $566,367 earned in the same period of 2000. As mortgage rates declined in 2001, mortgage origination activity rose dramatically. There were no significant gains or losses on sales of securities in the third quarter of 2001 or 2000. Other noninterest income was $200,515 for the third quarter of 2001, up $118,035, or 143.11%, from $82,480 earned in the third quarter of 2000, primarily due to income from the Bank's investment in bank owned life insurance in the third quarter. Management continued to place emphasis on nontraditional banking services such as annuities, life insurance, and sales of mortgages, which produced $905,360 in nontraditional fee income during the third quarter of 2001, up 49.58% from the third quarter of 2000. Third quarter 2001 noninterest expenses, or overhead, totaled $4,640,991, up $452,875, or 10.81%, from $4,188,116 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 $2,968,230 during the quarter, up $471,523, or 18.89%, from $2,496,707 in 2000. Of the $471,523 increase in personnel costs, $277,015 were related to mortgage operations, while the Bank's personnel costs increased $194,508. Salaries and wages were $2,408,867 during the quarter, up $343,525, or 16.63%, from $2,065,342 in 2000, while employee benefits were $559,363, up $127,998, or 29.67%, compared to $431,365 in the third quarter of 2000. Bank salaries rose $71,753 or 4.70%, while mortgage-related salaries rose $271,772 or 50.60%. Noninterest expenses other than for personnel decreased $18,648, or 1.10%, to $1,672,761 during the quarter from $1,691,409 incurred in the same period of 2000. A $54,085 decrease in the nonpersonnel costs of the Bank was partially offset by a $33,270 increase in the nonpersonnel costs of GLL. Occupancy expenses were up less than 1% for the quarter. Equipment expenses were $374,475 during the third quarter, up $14,378, or 3.99%, from $360,097 in the same period of 2000. Third quarter other noninterest expenses were $1,085,498 in 2001, down $31,016, or 2.78%, from $1,116,514 in the same quarter a year ago. The Bank's decrease of $74,775 in other noninterest costs was partially offset by a $41,592 increase in the other noninterest costs of GLL. Income tax expense was $1,573,880 for the quarter, down $233,576, or 12.92%, from $1,807,456 for the 2000 third quarter. The effective tax rate decreased to 31.57% for the third quarter of 2001 compared to 32.61% for the same quarter of 2000, primarily because of higher relative levels of income from tax-exempt loans and investments in 2001 despite the lower overall level of net income. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 16 of 20 NONINTEREST INCOME AND EXPENSES FOR THE YEAR-TO-DATE PERIODS For the nine months ended September 30, 2001, total noninterest income was $7,266,467, up $1,422,119, or 24.33%, from $5,844,348 earned in the first nine months of 2000, primarily because of higher fees on deposit accounts and from mortgage originations. Fees on deposit accounts were $3,857,746 during the first nine months of 2001, up $377,469, or 10.85%, from $3,480,277 in the same period of 2000, primarily due to $288,480 in additional fees associated with the new demand deposit overdraft program designed for retail customers and introduced in the second quarter of 2000. Also for the year-to-date period, other service fees and commissions were $2,832,665, up $718,275, or 33.97%, from $2,114,390 in 2000. Included in other service fees was mortgage origination fee income of $2,186,153 for 2001, up $655,668, or 42.84%, from $1,530,485 earned in the same period of 2000. As was the case for the quarter, the drop in mortgage rates that began in late 2000 and continued throughout the first nine months of 2001 caused a significant increase in mortgage origination activity. Year-to-date gains on sales of securities were $140,849, most of which was reported in the first quarter of 2001. Other noninterest income was $435,207 during the nine months ended September 30, 2001, up $185,526, or 74.31%, from $249,681 in the same period of 2000, primarily due to income from the Bank's investment in bank owned life insurance. Management continued to place emphasis on nontraditional banking services such as annuities, life insurance, and sales of mortgage loans, which produced $2,413,266 in nontraditional fee income during the first nine months of 2001, up 46.79% from 2000. Total noninterest expenses were $13,704,225 during the first nine months of 2001, up $1,131,482, or 9.00%, from $12,572,743 in the same period of 2000. As was the case for the third quarter, the year-to-date changes in overhead were primarily attributable to higher costs associated with the increase in mortgage origination activities. Total personnel costs, the largest of the overhead expenses, were $8,478,549 during the first nine months of 2001, up $1,000,830, or 13.38%, from $7,477,719 in the same period of 2000. Salaries and wages were $7,092,376 during the first nine months of 2001, up $928,802, or 15.07%, from $6,163,574 in the same period of 2000. The increase in salaries and wages consisted of $306,274 related to banking operations and $622,528 related to mortgage operations. Employee benefits were $1,386,173 up $72,028, or 5.48%, from $1,314,145. Of this increase, $51,384 were related to banking operations and $20,644 were related to mortgage operations. Noninterest expenses other than for personnel increased to $5,225,676 during the first nine months of 2001, or 2.56%, from $5,095,024 incurred in the same period of 2000, which reflected increases in nonpersonnel costs of $64,335 for the Bank and $71,608 for GLL. Year-to-date occupancy expenses were $639,394, up $7,162, or 1.13%, from $632,232 in 2000, and equipment expenses were $1,141,498, up $91,519, or 8.72%, from $1,049,979 in the same nine months of 2000. Other noninterest expenses were $3,444,784 for the nine months ended September 30, 2001, up $31,971, or less than 1%, from $3,412,813 in the same period of 2000. Of the $31,971 increase in other noninterest expenses, $105,661 were related to mortgage operations, partially offset by a $68,399 decrease related to banking operations. Year-to-date income tax expense was $4,716,852 in 2001, down $1,063,325, or 18.40%, from $5,780,177 in 2000. The year-to-date effective tax rates were 32.29% and 33.48% for 2001 and 2000, respectively, with the decrease being primarily attributable to higher relative levels of income from tax-exempt loans and investments in 2001. Net income was $9,890,428 during the first nine months of 2001, down $1,592,901, or 13.87%, from $11,483,329 earned in the same year-to-date period of 2000. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 17 of 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. 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. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 18 of 20 PART II - OTHER INFORMATION ITEMS 1, 2, 3, 4, AND 5 ARE INAPPLICABLE AND ARE THEREFORE OMITTED. 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 Not applicable. 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 October 10, 2001, the Company filed a report on Form 8-K regarding its October 9, 2001 news release in which it announced its earnings for the quarter ended September 30, 2001. The full text news release dated October 9, 2001 was attached as exhibit 99(a) to this Form 8-K filing. Bank of Granite Corporation, Form 10-Q, September 30, 2001, page 19 of 20 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: November 12, 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, September 30, 2001, page 20 of 20