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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 29549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from to
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Commission file number 0-15956
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Bank of Granite Corporation
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(Exact name of registrant as specified in its charter)
Delaware 56-1550545
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Post Office Box 128, Granite Falls, N.C. 28630
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(Address of principal executive offices) (Zip Code)
(704) 496-2000
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(Registrant's telephone number, including area code)
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(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
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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 - 9,003,974 shares outstanding as of August 5, 1996.
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BANK OF GRANITE CORPORATION AND SUBSIDIARY
INDEX PAGE
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PART I FINANCIAL INFORMATION:
Financial Statements:
Consolidated Balance Sheets
June 30, 1996 and December 31, 1995 3
Consolidated Statements of Income
Three Months Ended June 30, 1996
and 1995, and Six Months Ended
June 30, 1996 and 1995 4
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1996 and
1995 5
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II Other Information 11
SIGNATURE 12
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BANK OF GRANITE CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (unaudited)
JUNE 30, DECEMBER 31,
1996 1995
---------- ------------
ASSETS:
Cash and cash equivalents:
Cash and due from banks $ 24,579,943 $ 19,621,179
Federal funds sold 5,500,000 1,500,000
------------ ------------
Total cash and cash equivalents 30,079,943 21,121,179
------------ ------------
Investment securities:
Available for sale, at fair value 53,406,660 50,129,581
------------ ------------
Held to maturity, at amortized cost 78,279,801 74,141,480
------------ ------------
Loans 307,201,358 301,685,399
Allowance for loan losses (4,877,055) (4,644,725)
------------ ------------
Net loans 302,324,303 297,040,674
------------ ------------
Premises and equipment, net 8,162,572 8,153,776
------------ ------------
Accrued interest receivable 4,294,749 4,201,673
------------ ------------
Other assets 2,826,393 1,663,969
------------ ------------
TOTAL $479,374,421 $456,452,332
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Demand $ 74,086,377 $ 72,686,095
NOW accounts 56,457,119 56,047,252
Money market accounts 30,626,620 27,341,113
Savings 23,081,600 21,355,568
Time deposits of $100,000 or more 88,853,426 84,145,051
Other time deposits 118,909,734 115,468,065
----------- ------------
Total deposits 392,014,876 377,043,144
Securities sold under agreement to repurchase 4,423,501 2,982,870
Accrued interest payable 1,793,257 1,872,764
Other liabilities 3,172,348 933,303
----------- ------------
Total liabilities 401,403,982 382,832,081
----------- ------------
SHAREHOLDERS' EQUITY:
Common stock, $1.00 par value, authorized-
15,000,000 shares; issued and outstanding-
1996 - 9,003,974; 1995 - 5,984,604 9,003,974 5,984,604
Capital surplus 21,613,661 21,378,741
Retained earnings 47,410,949 45,806,595
Net unrealized gain (loss) on securities
available for sale, net of deferred
income taxes (58,145) 450,311
----------- ------------
Total shareholders' equity 77,970,439 73,620,251
----------- ------------
TOTAL $479,374,421 $456,452,332
============ ============
See notes to consolidated financial statements.
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BANK OF GRANITE CORPORATION AND SUBSIDIARY THREE MONTHS SIX MONTHS
CONSOLIDATED STATEMENTS OF INCOME (unaudited) ENDED JUNE 30 ENDED JUNE 30
1996 1995 1996 1995
----------- ---------- ------------ -----------
INTEREST INCOME:
Interest and fees on loans $7,650,048 $7,480,668 $15,202,364 $14,481,404
Federal funds sold 113,982 82,954 183,895 96,593
Investments:
U.S. Treasury 301,084 247,677 524,022 501,357
U.S. Government agencies 591,948 499,904 1,183,050 978,126
States and political subdivision 731,012 694,920 1,484,404 1,397,386
Other 177,374 155,112 349,833 306,640
---------- ---------- ----------- -----------
Total interest income 9,565,448 9,161,235 18,927,568 17,761,506
---------- ---------- ----------- -----------
INTEREST EXPENSE:
Time deposits of $100,000 or more 1,252,782 1,246,264 2,462,838 2,280,612
Other time and savings deposits 2,252,298 2,022,106 4,525,953 3,826,216
Federal funds purchased and securities
sold under agreements to repurchase 55,169 36,102 99,260 90,606
Other borrowed funds 693 517 849 1,180
---------- ---------- ----------- -----------
Total interest expense 3,560,942 3,304,989 7,088,900 6,198,614
---------- ---------- ----------- -----------
NET INTEREST INCOME 6,004,506 5,856,246 11,838,668 11,562,892
PROVISION FOR LOAN LOSSES 100,000 310,000 285,000 750,000
---------- ---------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 5,904,506 5,546,246 11,553,668 10,812,892
---------- ---------- ----------- -----------
OTHER INCOME:
Service charges on deposit accounts 778,838 697,920 1,484,593 1,377,156
Other service fees and commissions 250,865 260,975 506,700 510,839
Securities gains 15,039 -- 15,039 --
Other 113,349 110,990 399,672 246,333
---------- ---------- ----------- -----------
Total other income 1,158,091 1,069,885 2,406,004 2,134,328
---------- ---------- ----------- -----------
OTHER EXPENSES:
Salaries and wages 1,138,854 1,038,832 2,289,882 2,069,545
Profit-sharing and employee benefits 337,535 220,101 718,749 541,903
Occupancy expense, net 133,227 105,748 232,670 219,705
Equipment rentals, depreciation, and maintenance 204,630 187,659 403,250 360,345
Other 639,440 862,928 1,244,769 1,545,046
---------- ---------- ----------- -----------
Total other expenses 2,453,686 2,415,268 4,889,320 4,736,544
---------- ---------- ----------- -----------
INCOME BEFORE INCOME TAXES 4,608,911 4,200,863 9,070,352 8,210,676
INCOME TAXES 1,495,000 1,369,000 3,010,000 2,773,000
---------- ---------- ----------- -----------
NET INCOME $3,113,911 $2,831,863 $ 6,060,352 $ 5,437,676
========== ========== =========== ===========
PER SHARE AMOUNTS:
Net income $ .34 $ .31 $ .67 $ .60
========== ========== =========== ===========
Cash dividends $ .09 $ .08 $ .17 $ .15
========== ========== =========== ===========
Book value $ 8.66 $ 7.65
=========== ===========
See notes to consolidated financial statements.
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BANK OF GRANITE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE SIX MONTHS ENDED JUNE 30 1996 1995
----------- -----------
Increase (Decrease ) in cash and cash equivalents
Cash flows from operating activities:
Interest received $18,918,416 $17,458,250
Fees and commissions received 2,390,965 2,128,653
Interest paid (7,168,407) (5,860,727)
Cash paid to suppliers and employees (5,090,618) (4,682,970)
Income taxes paid (3,526,797) (2,944,696)
----------- -----------
Net cash provided by operating activities 5,523,559 6,098,510
----------- -----------
Cash flows from investing activities:
Proceeds from maturities of securities available for sale 6,100,000 4,051,500
Proceeds from maturities of securities held to maturity 8,592,779 4,775,000
Purchases of securities available for sale (8,720,863) (1,795,047)
Purchases of securities held to maturity (11,792,984) (6,948,640)
Net increase in loans (5,568,629) (19,021,837)
Capital expenditures (386,504) (187,470)
Proceeds from sale of equipment 750 469
Proceeds from sale of other real estate owned - 175,000
------------ -----------
Net cash used in investing activities (11,775,451) (18,951,025)
------------ -----------
Cash flows from financing activities:
Net increase (decrease) in demand deposits, NOW accounts
and savings accounts 6,821,688 (224,097)
Net increase in certificates of deposit 8,150,044 16,240,281
Net increase (decrease) in federal funds purchased and
securities sold under agreements to repurchase 1,440,631 (534,670)
Net decrease in other borrowed funds - (21,000)
Net proceeds from issuance of common stock 253,463 356,758
Cash paid for fractional shares ( 17,413)
Dividends paid (1,437,757) (1,192,475)
----------- -----------
Net cash provided by financing activities 15,210,656 14,624,797
----------- -----------
Net increase (decrease) in cash and cash equivalents 8,958,764 1,772,282
Cash and cash equivalents at beginning of period 21,121,179 19,490,835
----------- -----------
Cash and cash equivalents at end of period $30,079,943 $21,263,117
=========== ===========
Reconciliation of net income to net cash
provided by operating activities:
Net Income $ 6,060,352 $ 5,437,676
----------- -----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 374,841 344,551
Provision for loan losses 285,000 750,000
Premium amortization (discount accretion), net 80,118 59,980
Gains on sales of securities available for sale - (5,675)
Gains on sales of securities held to maturity (15,039) -
Loss on disposal of equipment 2,116 733
Loss on sale of other real estate owned - 44,000
Decrease in taxes payable (516,797) (171,696)
Increase in accrued interest receivable (89,270) (363,236)
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Increase (decrease) in accrued interest payable (79,507) 337,887
Increase in other assets (835,916) (61,053)
Increase (decrease) in other liabilities 257,661 (274,657)
---------- ----------
Total adjustments (536,793) 660,834
---------- ----------
Net cash provided by operating activities $5,523,559 $6,098,510
========== ==========
Supplemental Disclosure of Non-Cash Transactions:
Transfers of loans to other real estate owned - 219,000
Change in net unrealized gain (loss) on securities available for sale (834,964) 1,491,458
Purchased securities available for sale, not yet settled 1,494,375 -
Purchased securities held to maturity, not yet settled 1,000,000 -
Transfer from Retained Earnings to Common Stock for
stock split 3,000,827 -
See notes to consolidated financial statements.
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BANK OF GRANITE CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 and subsidiary as of
June 30, 1996 and December 31, 1995, and the results of their operations
for the three and six month periods ended June 30, 1996 and 1995, and
their cash flows for the six month periods ended June 30, 1996 and 1995.
The accounting policies followed are set forth in Note 1 to the
Corporation's 1995 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 dilutive common stock equivalents
outstanding, of 9,043,348 and 8,994,647, for the three month periods
ended June 30, 1996 and 1995, respectively; and 9,028,960 and 8,987,315
for the six month periods ended June 30, 1996 and 1995, respectively. The
weighted average number of shares of common stock and dilutive common
stock equivalents outstanding and per share amounts have been adjusted to
reflect the 3-for-2 stock split effected in the form of a 50% stock
dividend paid May 31, 1996.
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. The unused portion of loan
commitments at June 30, 1996 and December 31, 1995 was $55,416,000 and
$50,276,000, respectively. Additionally, standby letters of credit of
approximately $1,935,000 and $3,568,000 were outstanding at June 30, 1996
and December 31, 1995, respectively. Management does not anticipate any
significant losses to result from these transactions.
4. Effective January 1, 1996, the Company adopted the provisions of
Financial Accounting Standards Board Statement No. 121 (SFAS 121),
"Accounting for the Impairment of Long-Lived Assets and for Assets to be
Disposed of." In accordance with the provisions of the Statement, the
Company reviewed its long-lived assets for recoverability and determined
that there was no material impact on the Company's financial condition or
results of operations.
5. Effective January 1, 1996, the Company adopted the provision of Financial
Accounting Standards Board Statement No. 123 (SFAS 123), "Accounting for
Stock-Based Compensation." SFAS 123 encourages companies to account for
stock compensation awards based on their fair value at the date the
awards were granted. The resulting compensation cost would be shown as
an expense on the income statement. As provided for by the SFAS 123, the
Company elected not to apply the new accounting method and continued to
apply current accounting requirements, which resulted in no compensation
cost. The Company will continue to apply APB No. 25 to its stock-based
compensation awards to employees and will disclose the required pro forma
effect on net income and earnings per share.
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BANK OF GRANITE CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
CHANGES IN FINANCIAL CONDITION
JUNE 30, 1996 COMPARED WITH DECEMBER 31, 1995
Total assets increased $22,922,089 from December 31, 1995 to June 30, 1996.
This 5.02% of growth in assets resulted primarily from an increase in deposits
of $14,971,732 or 3.97% and the reinvestment of $6,060,352 of net earnings. As
a result, cash and cash equivalents increased $8,985,764. Total loans also
continued to grow when compared with total loans at December 31, 1995. At June
30, 1996, total loans exceeded December 31, 1995 levels by 1.83% or $5,515,959.
Securities increased by $8,250,412, excluding unrealized losses of $93,394 and
unrealized gains of $741,618 on held available for sale securities June 30,
1996 and December 31, 1995, respectively. Non-time deposits increased
$6,821,688 or 3.85%, while time deposits increased $8,150,044 or 4.08%. The
loan-to-deposits ratios were 78.36% and 80.01% on June 30, 1996 and December
31, 1995, respectively. Other liabilities increased $2,239,045. Of this
amount $2,498,181 represented securities purchased but not yet settled, and
$516,797 for decreases in income taxes payable. Common stock outstanding
increased by 3,000,827 shares due to a 3-for-2 stock split, and 18,543 shares
due to the exercise of stock options which provided cash of $253,463. Retained
earnings reflect the payment of $1,437,757 in cash dividends, $3,000,827 for
the transfer to common stock for a 3-for-2 stock split, $17,413 for the cash
paid in lieu of fractional shares, and earnings of $6,060,352. The Company had
a change in unrealized gains (losses), net of deferred income taxes, of
$508,456 on held available for sale securities. The Company's liquidity
position remained strong.
RESULTS OF OPERATIONS FOR THE THREE
MONTH PERIOD ENDED JUNE 30, 1996 COMPARED
WITH THE SAME PERIOD IN 1995 AND
FOR THE SIX MONTH PERIOD ENDED
JUNE 30, 1996 COMPARED WITH THE SAME
PERIOD IN 1995
During the three month period ended June 30, 1996 interest income increased
$404,213 or 4.41% from the same period last year. The increase is attributable
to volume. The prime rate during the three month period averaged 8.25%
compared to 9.00% during the same period in 1995. Gross loans averaged
$305,736,000 compared to $279,941,000 last year, an increase of 9.21%.
Investment income increased by $203,805 or 12.76% due to growth in the
investment portfolio. The increase in interest expense, $255,953 or 7.74%, is
primarily attributable growth in interest-bearing deposits.
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
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system assists management in determining the overall risk in the loan portfolio.
Management realizes that 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 sizeable additions to the allowance, thus
necessitating similarly sizeable charges to operations. During the quarter,
management determined a charge to operation of $100,000 would bring the loan
loss reserve to an estimated balance considered to be adequate to absorb
potential losses in the portfolio. At June 30, 1996 the loan loss reserve was
1.61% of net loans outstanding.
Total non-interest income was $1,158,091 during the second quarter of
1996, up $88,206 or 8.24% from the $1,069,885 earned during the same period in
1995. Management continued to place emphasis on non-traditional banking
services such as annuities, leasing and originating mortgage loans, which
produced $111,575, in non-interest income during the quarter. Additionally,
the gain on the sale of the guaranteed portion of small business administration
loans produced $81,399 in income. Other expenses increased by $82,418 or
3.48%, excluding a non-recurring loss of $44,000 on the sale of other real
estate owned during second quarter in 1995. The bank's FDIC insurance premium
for the quarter was reduced by $194,836 when compared to the comparable quarter
of 1995. The reduction reflects the bank's strong capital position and the
recapitalization of the Bank Insurance Fund. Employee salaries and benefits
increased $217,456 or 17.27% as a result general salary increases, increased
costs in providing benefits, and additional staff to operate a new office which
opened in January, 1996. Net income for the quarter increased $282,048 or
9.96% over the comparable quarter in 1995.
During the six month period ended June 30, 1996 interest income increased
$1,166,062 or 6.57% from the same period last year. The increase is
attributable to volume. The prime rate during the six month period averaged
8.30% compared 8.90% during the same period in 1995. Gross loans outstanding
averaged $303,826,000 compared to $275,520,000 last year, an increase of
10.27%. Investment income increased by $357,800 or 11.24% due to portfolio
growth. The increase in interest expense, $890,286 or 14.36%, is attributable
growth in interest-bearing deposits.
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. The delinquency ratio was
1.26% at June 30, 1996.
Management realizes that 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 sizeable additions to the allowance, thus
necessitating
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similarly sizeable charges to operations. During the six month period,
management determined a charge to operation of $285,000 would bring the loan
loss reserve to an estimated balance considered to be adequate to absorb
potential losses in the portfolio. At June 30, 1996 the loan loss reserve was
1.61% of net loans outstanding.
At June 30, 1996, the recorded investment in loans that are considered to be
impaired under SFAS No. 114 was $864,530 ($577,418 of which was on a
non-accrual basis). The average recorded balance of impaired loans during 1996
was not significantly different from the balance at June 30, 1996. The related
allowance for loan losses determined in accordance with SFAS No. 114 for these
loans was $500,450 at June 30, 1996. For the period ended June 30, 1996, the
Bank recognized interest income on those impaired loans of approximately
$18,688.
Total non-interest income was $2,406,004 during the first six months of 1996,
up $271,676 or 12.73% from $2,134,328 earned during the same period in 1995.
Management continued to place emphasis on non-traditional banking services such
as annuities, leasing and originating mortgage loans, which produced $213,767
in non-interest income. Additionally, sales of the guaranteed portion of small
business administration loans produced $280,845 in other income. Also included
in other income is $15,039 in securities gains. The gains resulted from
investments being called at a premium. Other expenses increased $196,776 or
4.19%, excluding a non-recurring loss on the sale of other real estate owned of
$44,000 for the six month ended June 30, 1996. The bank's FDIC insurance
premiums were reduced by $377,745 when compared to the six month period in
1995. The reduction reflects the bank's strong capital position and a
recapitalization of the Bank Insurance Fund. Employee salaries and benefits
increased $397,183 or 15.21%. The increases in salaries and benefits reflect
general pay increases, the increased costs in providing benefits, and
additional staff to operate a new office which opened in January, 1996. Net
income for the six months ended June 30, 1996 increased $622,676 or 11.45% over
the comparable period in 1995.
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PART II OTHER INFORMATION
ITEM 5 - OTHER INFORMATION
On July 25, 1996, the Company announced that they had entered into a letter
of intent providing for Bank of Granite Corporation purchasing Carolina
State Bank. The transaction will be accounted for as a pooling and is
subject to definitive agreement and approval by regulatory authorities and
the stockholders of Carolina State Bank. The transaction is expected to be
completed by December 1996.
At June 30, 1996, Carolina State Bank assets totaled $125,026,232; deposits
totaled $105,810,087; and loans totaled $90,415,738.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A) Exhibits
27 Financial Data Schedule (for SEC use only)
B) Reports on Form 8-K
No reports on Form 8-K have been filed for the quarter ended
June 30, 1996.
Items 1,2,3,4 and 5 are inapplicable and are omitted.
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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 5, 1996 /s/ Randall C. Hall
----------------------------------
Randall C. Hall
Vice President and Chief Financial
and Principal Accounting Officer
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