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 September 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
---- ----
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 - 9,008,233 shares outstanding as of October 31,
1996.
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BANK OF GRANITE CORPORATION AND SUBSIDIARY
INDEX PAGE
PART I FINANCIAL INFORMATION:
Financial Statements:
Consolidated Balance Sheets
September 30, 1996 and December 31, 1995 3
Consolidated Statements of Income
Three Months Ended September 30, 1996
and 1995, and Nine Months Ended
September 30, 1996 and 1995 4
Consolidated Statements of Cash Flows
Nine Months Ended September 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
3
BANK OF GRANITE CORPROATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED) SEPTEMBER 30, DECEMBER 31,
1996 1995
ASSETS:
Cash and cash equivalents:
Cash and due from banks $ 24,457,790 $ 19,621,179
Federal funds sold 3,000,000 1,500,000
------------- ------------
Total cash and cash equivalents 27,457,790 21,121,179
------------- ------------
Investment securities:
Available for sale, at fair value 53,699,964 50,129,581
------------- ------------
Held to maturity, at amortized cost 77,947,602 74,141,480
------------- ------------
Loans 316,865,498 301,685,399
Allowance for loan losses (5,058,371) (4,644,725)
------------- ------------
Net loans 311,807,127 297,040,674
------------- ------------
Premises and equipment, net 8,304,649 8,153,776
------------- ------------
Accrued interest receivable 4,682,410 4,201,673
------------- ------------
Other assets 3,161,156 1,663,969
------------- ------------
TOTAL $ 487,060,698 $456,452,332
============= ============
LIABILITIES AND SHAREHOLDERS' EQUITY:
Deposits:
Demand $ 76,553,634 $ 72,686,095
Now accounts 55,928,651 56,047,252
Money market accounts 31,694,974 27,341,113
Savings 22,987,325 21,355,568
Time deposits of $100,000 or more 89,736,126 84,145,051
Other time deposits 122,733,471 115,468,065
------------- ------------
Total deposits 399,634,181 377,043,144
Securities sold under agreement to repurchase 2,909,385 2,982,870
Accrued interest payable 1,869,398 1,872,764
Other liabilities 2,067,821 933,303
------------- ------------
Total liabilities 406,480,785 382,832,081
------------- ------------
SHAREHOLDERS' EQUITY:
Common stock, $1.00 par value, authorized-
15,000,000 shares; issued and outstanding-
1996 - 9,007,784; 1995 - 5,984,604 9,007,784 5,984,604
Capital surplus 21,678,730 21,378,741
Retained earnings 49,822,415 45,806,595
Net unrealized gain on securities
available for sale, net of deferred
income taxes 70,984 450,311
------------- ------------
Total shareholders' equity 80,579,913 73,620,251
------------- ------------
TOTAL $ 487,060,698 $456,452,332
============= ============
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
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BANK OF GRANITE CORPORATION AND SUBSIDIARY THREE MONTHS NINE MONTHS
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1996 1995 1996 1995
------------ ------------ ----------- -----------
INTEREST INCOME:
Interest and fees on loans $7,861,018 $7,639,685 $23,063,382 $22,121,089
Federal funds sold 42,559 45,074 226,454 141,667
Investments:
U.S. Treasury 319,667 236,643 843,689 738,000
U.S. Government agencies 636,290 500,324 1,819,340 1,478,450
States and political subdivision 761,407 712,266 2,245,811 2,109,652
Other 179,396 160,272 529,229 466,912
---------- ---------- ----------- -----------
Total interest income 9,800,337 9,294,264 28,727,905 27,055,770
---------- ---------- ----------- -----------
INTEREST EXPENSE:
Time deposits of $100,000 or more 1,256,026 1,222,843 3,718,864 3,503,455
Other time and savings deposits 2,337,729 2,192,726 6,863,682 6,018,942
Federal funds purchased and securities
sold under agreements to repurchase 48,113 45,918 147,373 136,524
Other borrowed funds 355 189 1,204 1,369
---------- ---------- ----------- -----------
Total interest expense 3,642,223 3,461,676 10,731,123 9,660,290
---------- ---------- ----------- -----------
NET INTEREST INCOME 6,158,114 5,832,588 17,996,782 17,395,480
PROVISION FOR LOAN LOSSES 260,000 282,000 545,000 1,032,000
---------- ---------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 5,898,114 5,550,588 17,451,782 16,363,480
---------- ---------- ----------- -----------
OTHER INCOME:
Service charges on deposit accounts 795,194 722,774 2,279,787 2,099,930
Other service fees and commissions 242,349 231,118 749,049 741,957
Securities gains (losses), net 23,059 (56,190) 38,098 (40,952)
Other 133,873 56,550 533,545 287,645
---------- ---------- ----------- -----------
Total other income 1,194,475 954,252 3,600,479 3,088,580
---------- ---------- ----------- -----------
OTHER EXPENSES:
Salaries and wages 1,147,682 1,045,821 3,437,564 3,115,366
Profit-sharing and employee benefits 256,816 254,291 975,565 796,194
Occupancy expense, net 110,960 108,861 343,630 328,566
Equipment rentals, depreciation, and maintenance 222,114 161,786 625,364 522,131
Other 588,193 631,463 1,832,962 2,176,509
---------- ---------- ----------- -----------
Total other expenses 2,325,765 2,202,222 7,215,085 6,938,766
---------- ---------- ----------- -----------
INCOME BEFORE INCOME TAXES 4,766,824 4,302,618 13,837,176 12,513,294
INCOME TAXES 1,545,000 1,379,000 4,555,000 4,152,000
---------- ---------- ----------- -----------
NET INCOME $3,221,824 $2,923,618 $ 9,282,176 $ 8,361,294
========== ========== =========== ===========
PER SHARE AMOUNTS:
Net income $ .36 $ .32 $ 1.03 $ .93
========== =========== =========== ===========
Cash dividends $ .09 $ .08 $ .26 $ .21
========== ========== =========== ===========
Book value $ 8.95 $ 7.91
=========== ===========
See notes to consolidated financial statements.
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5
BANK OF GRANITE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30 1996 1995
------------ ------------
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities:
Interest received $ 28,368,778 $ 26,456,392
Fees and commissions received 3,562,381 3,129,532
Interest paid (10,734,489) (9,236,115)
Cash paid to suppliers and employees (7,386,772) (6,484,256)
Income taxes paid (4,876,797) (4,284,696)
------------ ------------
Net cash provided by operating activities 8,933,101 9,580,857
' ------------ ------------
Cash flows from investing activities:
Proceeds from maturities of securities available for sale 13,100,001 8,486,063
Proceeds from maturities of securities held to maturity 10,527,779 8,145,000
Proceeds from sales of securities available for sale - 894,378
Purchases of securities available for sale (16,328,877) (2,042,394)
Purchases of securities held to maturity (14,430,208) (15,553,981)
Net increase in loans (15,311,453) (27,215,410)
Capital expenditures 14,400 (451,621)
Proceeds from sale of equipment (742,497) 469
Proceeds from sale of other real estate owned - 175,000
------------ ------------
Net cash used in investing activities (23,170,855) (27,562,496)
------------ ------------
Cash flows from financing activities:
Net increase in demand deposits, NOW accounts
and savings accounts 9,734,556 1,255,899
Net increase in certificates of deposit 12,856,481 22,975,008
Net decrease in federal funds purchased and
securities sold under agreements to repurchase (73,485) (651,771)
Net decrease in other borrowed funds - (21,000)
Net proceeds from issuance of common stock 322,341 376,888
Cash paid for fractional shares (17,413) -
Dividends paid (2,248,115) (1,910,348)
------------ ------------
Net cash provided by financing activities 20,574,365 22,024,676
------------ ------------
Net increase in cash and cash equivalents 6,336,611 4,043,037
Cash and cash equivalents at beginning of period 21,121,179 19,490,835
------------ ------------
Cash and cash equivalents at end of period $ 27,457,790 $ 23,533,872
============ ============
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Reconciliation of net income to net cash
provided by operating activities:
Net Income $9,282,176 $ 8,361,294
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 564,076 501,345
Provision for loan losses 545,000 1,032,000
Premium amortization (discount accretion), net 121,610 89,598
Net loss (gain) on sale of securities held available for sale (23,059) 40,952
Net gain on maturity of securities held to maturity (15,039) -
Loss on disposal of equipment 13,148 733
Loss on sale of other real estate owned - 44,000
Decrease in taxes payable (321,797) (132,696)
Increase in accrued interest receivable (480,737) (688,976)
Increase (decrease) in accrued interest payable (3,366) 424,175
Increase in other assets (1,205,226) (47,531)
Increase (decrease) in other liabilities 456,315 (44,037)
---------- -----------
Total adjustments (349,075) 1,219,563
---------- -----------
Net cash provided by operating activities $8,933,101 $ 9,580,857
========== ===========
Supplemental Disclosure of Non-Cash Transactions:
Change in net unrealized gains (losses) on securities
held available for sale $ (623,229) $ 1,491,458
Securities purchased, not yet settled 1,000,000 1,307,860
Securities matured, funds not yet settled - 1,100,000
Securities sold, funds not yet settled 48,059
Transfer from loans to other real estate owned - 261,481
Transfer from retained earnings to capital 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 September 30, 1996 and December 31, 1995, and the results of their
operations for the three and nine month periods ended September 30,
1996 and 1995, and their cash flows for the nine month periods ended
September 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 9,050,224 and 9,003,026, for the three
month periods ended September 30, 1996 and 1995, respectively; and
9,036,126 and 8,990,825 for the nine month periods ended September
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 September 30, 1996 and December 31, 1995 was
$55,183,000 and $50,276,000, respectively. Additionally, standby
letters of credit of approximately $1,986,000 and $3,568,000 were
outstanding at September 30, 1996 and December 31, 1995,
respectively. Management does not anticipate any significant losses
to result from these transactions.
4. In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-lived Assets and for Assets to
be Disposed of." It requires that long-lived assets and certain
identifiable intangibles to be held and used by an entity be reviewed
for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The
implementation of SFAS No. 121 did not have a material impact on the
Company's financial condition or results of operations.
5. In October 1995, The Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," which was effective for
the Company beginning January 1, 1996. SFAS No. 123 requires
expanded disclosures of stock-based compensation arrangements with
employees and encourages (but does not require) compensation cost to
be measured based on the fair value of the equity instrument awarded.
Companies are permitted, however, to continue to apply APB Opinion
No. 25, which recognizes compensation cost based on the intrinsic
value of the equity instrument awarded. 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
September 30, 1996 COMPARED WITH DECEMBER 31, 1995
Total assets increased $30,608,366 from December 31, 1995 to September 30,
1996. This 6.71% of growth in assets resulted primarily from an increase in
deposits of $22,591,037 or 5.99% and the reinvestment of $7,034,061 of net
earnings less cash dividends paid. As a result, cash and cash equivalents
increased $6,336,611. Total loans also continued to grow when compared with
total loans at December 31, 1995. At September 30, 1996, total loans exceeded
December 31, 1995 levels by 5.03% or $15,180,099. Securities increased by
$7,999,734, excluding unrealized gains of $118,389 and $741,618 on held
available for sale securities September 30, 1996 and December 31, 1995,
respectively. Non-time deposits increased $9,734,556 or 5.49%, while time
deposits increased $12,856,481 or 6.44%. The loan-to-deposits ratios were
79.29% and 80.01% on September 30, 1996 and December 31, 1995, respectively.
Other liabilities increased $1,134,518. Of this amount $1,000,000 represented
a securitity purchased but not yet settled. Common stock outstanding increased
by 3,000,827 shares due to a 3-for-2 stock split, and 22,352 shares due to the
exercise of stock options which provided cash of $322,341. Retained earnings
reflect the payment of $2,248,115 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 $9,282,176. The Company had a
change in unrealized gains, net of deferred income taxes, of $379,327 on held
available for sale securities. The Company's liquidity position remained
strong.
RESULTS OF OPERATIONS FOR THE THREE
MONTH PERIOD ENDED SEPTEMBER 30, 1996 COMPARED
WITH THE SAME PERIOD IN 1995 AND
FOR THE SIX MONTH PERIOD ENDED
SEPTEMBER 30, 1996 COMPARED WITH THE SAME
PERIOD IN 1995
During the three month period ended September 30, 1996 interest income
increased $506,073 or 5.45% 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 8.77% during the same period in 1995. Gross loans averaged
$312,666,000 compared to $293,225,000 last year, an increase of 6.63%.
Investment income increased by $287,255 or 17.85% due to growth in the
investment portfolio. The increase in interest expense, $180,547 or 5.22%, 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 $260,000 would bring the loan
loss reserve to an estimated balance considered to be adequate to absorb
potential losses in the portfolio. At September 30, 1996 the loan loss reserve
was 1.62% of net loans outstanding.
Total non-interest income was $1,171,416 during the third quarter of 1996, up
$160,974 or 15.93% from the $1,010,442 earned during the same period in 1995,
excluding securities gains of 23,059 and losses of $56,190 during the third
quarter of 1996 and 1995, respectively. During the third quarter of 1996 an
equity security, acquired in 1992, held available for sale at the holding
company level was sold in response to provide adequate cash to cover legal and
accounting costs associated with an acquistion which was subsequently
terminated during the quarter. See PART II, ITEM 5 for additional details on
the merger. During the third quarter of 1995 the bank incurred a loss of
$56,190 on the sale of an investment held available for sale. The investment,
a mutual fund, was acquired in 1987. The fund was sold in response to
deterioration in both rate and market value. Management continued to place
emphasis on non-traditional banking services such as annuities, leasing and
originating mortgage loans, which produced $111,917, in non-interest income
during the quarter. Additionally, the gain on the sale of the guaranteed
portion of small business administration loans produced $99,434 in income.
Other expenses increased by $123,543 or 5.61%. Employee salaries and benefits
increased $104,386 or 8.03% 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 $298,206 or
10.20% over the comparable quarter in 1995.
During the nine month period ended September 30, 1996 interest income increased
$1,672,135 or 6.18% from the same period last year. The increase is
attributable to volume. The prime rate during the nine month period averaged
8.41% compared 8.54% during the same period in 1995. Gross loans outstanding
averaged $303,359,000 compared to $279,981,000 last year, an increase of 8.35%.
Investment income increased by $645,055 or 13.46% due to portfolio growth. The
increase in interest expense, $1,070,833 or 11.08%, 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
1.20% at September 30, 1996.
Management realizes that general economic trends greatly affect loan losses and
no assurances can
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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 nine month period, management
determined a charge to operations of $545,000 would bring the loan loss reserve
to an estimated balance considered to be adequate to absorb potential losses in
the portfolio. At September 30, 1996 the loan loss reserve was 1.62% of net
loans outstanding.
At September 30, 1996, the recorded investment in loans that are considered to
be impaired under SFAS No. 114 was $1,265,690 ($625,486 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 September 30, 1996. The
related allowance for loan losses determined in accordance with SFAS No. 114
for these loans was $779,724 at September 30, 1996. For the period ended
September 30, 1996, the Bank recognized interest income on those impaired loans
of approximately $39,339.
Total non-interest income was $3,562,381 during the first nine months of 1996,
up $432,849 or 13.83% from $3,129,532 earned during the same period in 1995,
excluding securities gains of $38,098 and losses of $40,952 during 1996 and
1995, respectively. During 1996 one investment held to maturity at the bank
level was called at a premium prior to maturity which resulted in a gain of
$15,039. An equity security, acquired in 1992, held for sale at the holding
company level was sold to provide adequate cash to cover legal and accounting
costs associated with an acquisition which was subsequently terminated during
the quarter. See PART II, ITEM 5 for additional details on the merger. During
1995 the bank incurred a loss of $56,190 on the sale of an investment held
available for sale. The investment, a mutual fund, was acquired in 1987. The
fund was sold in response to deterioration in both rate and market value.
Management continued to place emphasis on non-traditional banking services such
as annuities, leasing and originating mortgage loans, which produced $587,270
in non-interest income. Additionally, sales of the guaranteed portion of small
business administration loans produced $380,279 in other income. Total other
expenses increased $320,319 or 4.65%, excluding a non-recurring loss on the
sale of other real estate owned of $44,000 for the nine month ended September
30, 1995. Employee salaries and benefits increased $501,569 or 12.82%. 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 nine months ended September 30,
1996 increased $920,882 or 11.01% 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 it had entered into a
letter of intent providing for Bank of Granite Corporation to
purchase Carolina State Bank. On September 10, 1996, Bank of Granite
Corporation and Carolina State Bank issued a joint announcement that
the previously announced agreement in principle to merge Carolina
State Bank into a newly formed subsidiary of Bank of Granite
Corporation had been terminated. Both parties stated that they were
unable to reach a definitive agreement on essential financial and
other terms of the proposed transaction.
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 September 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: October 31, 1996 /s/Randall C. Hall
----------------------------------
Randall C. Hall
Vice President and Chief Financial
and Principal Accounting Officer
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