-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NveY79UNf1Ckl7CT7+2pq7XWRz6U5fwbDkGdPUegw8daQD4gSOpINZ2IDru3E+4Z e4yhtxBlaxJAQOF93WKzEA== 0000351710-01-500019.txt : 20020410 0000351710-01-500019.hdr.sgml : 20020410 ACCESSION NUMBER: 0000351710-01-500019 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GBC BANCORP CENTRAL INDEX KEY: 0000351710 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953586596 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10731 FILM NUMBER: 1785471 BUSINESS ADDRESS: STREET 1: 800 W. 6TH STREET STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2139724172 MAIL ADDRESS: STREET 1: 800 W. 6TH ST STREET 2: 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90017 10-Q 1 qb.htm SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

Quarterly Report Under Section 13 or 15(d)

of The Securities Exchange Act of 1934

 

 

For Quarter Ended September 30, 2001 Commission file number 0-16213

 

GBC BANCORP

 

(Exact name of registrant as specified in its charter)

 

California

95-3586596

(State or other jurisdiction of (I.R.S. Employer Identification No.)

incorporation or organization)

 

800 West 6th Street, Los Angeles,

California 90017

(Address of principal executive offices) (Zip code)

 

Registrant's telephone number, including area code 213/972-4172

 

Former name 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 _______

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report.

 

Common stock, no par value, 11,541,877 shares issued and outstanding as of September 30, 2001.

 

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

PART I -

FINANCIAL INFORMATION .............................................................

3

Item 1.

Financial Statements ..............................................................................

4

Item 2.

Management's Discussion and Analysis of Financial Condition and

Results of Operations .............................................................................

 

11

Item 3.

Qualitative and Quantitative Disclosure about Market Risk ......................

35

 

 

PART II -

OTHER INFORMATION ......................................................................

39

Item 1.

Legal Proceedings ..................................................................................

40

Item 2.

Changes In Securities .............................................................................

40

Item 3.

Default Upon Senior Securities ..............................................................

40

Item 4.

Submission Of Matters To A Vote Of Securities Holders .....................

40

Item 5.

Other Information ...................................................................................

40

Item 6.

Exhibits And Reports On Form 8-K ......................................................

40

PART III -

SIGNATURES .......................................................................................

41

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I - FINANCIAL INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

<TABLE>

<CAPTION>

GBC BANCORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

September 30,

December 31,

(Dollars In Thousands)

2001

2000

ASSETS

<S>

<C>

<C>

Cash and Due From Banks

$ 41,109

$ 40,306

Federal Funds Sold and Securities Purchased Under Agreements to Resell

83,000

75,000

Cash and Cash Equivalents

124,109

115,306

Securities Available for Sale at Fair Value (Amortized Cost of $907,731 at

September 30, 2001 and $838,302 at December 31, 2000, respectively)

939,175

855,383

Securities Held to Maturity (Fair Value of

$968 at December 31, 2000)

-

1,025

Trading Securities

20

4,637

Loans and Leases

1,123,540

969,023

Less: Allowance for Credit Losses

(25,533)

(19,426)

Deferred Loan Fees

(5,124)

(4,085)

Loans and Leases, net

1,092,883

945,512

Bank Premises and Equipment, net

5,779

5,578

Other Real Estate Owned, net

383

1,035

Due From Customers on Acceptances

8,643

6,304

Real Estate Held for Investment

2,553

3,826

Other Investments

15,548

15,444

Accrued Interest Receivable and Other Assets

15,788

15,059

Total Assets

$ 2,204,881

$ 1,969,109

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits

Demand

$ 195,399

$ 207,281

Interest Bearing Demand

343,491

389,347

Savings

73,669

69,386

Time Certificates of Deposit of $100,000 or More

963,826

826,157

Other Time Deposits

176,707

182,398

Total Deposits

1,753,092

1,674,569

Borrowings from the Federal Home Loan Bank

142,000

25,000

Subordinated Debt

39,236

39,138

Acceptances Outstanding

8,643

6,304

Accrued Expenses and Other Liabilities

49,616

36,316

Total Liabilities

1,992,587

1,781,327

Stockholders' Equity

40,000,000 Shares Authorized; 11,541,877 shares(net of 96,935 shares

held in trust) at September 30, 2001 and 11,557,727 shares (net of 71,007

shares held in trust) at December 31, 2000, respectively

$ 70,622

$ 62,054

Retained Earnings

121,730

114,266

Accumulated Other Comprehensive Income

17,468

9,891

Deferred Compensation

2,474

1,571

Total Stockholders' Equity

212,294

187,782

Total Liabilities and Stockholders' Equity

$ 2,204,881

$ 1,969,109

See Accompanying Notes to Unaudited Consolidated Financial Statements

 

</TABLE>

<TABLE>

<CAPTION>

 

GBC BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

(In Thousands, Except Per Share Data)

2001

2000

2001

2000

<S>

<C>

<C>

<C>

<C>

INTEREST INCOME

Loans and Leases, Including Fees

$ 22,866

$ 25,834

$ 69,578

$ 75,077

Securities Available for Sale

15,509

13,807

46,330

38,261

Securities Held to Maturity

3

17

33

56

Federal Funds Sold and Securities

Purchased under Agreements to Resell

816

2,404

2,549

6,287

Other

3

3

17

12

Total Interest Income

39,197

42,065

118,507

119,693

INTEREST EXPENSE

Interest Bearing Demand

1,470

3,717

6,256

9,956

Savings

180

437

771

1,399

Time Certificates of Deposits of $100,000 or More

10,366

11,614

33,122

31,049

Other Time Deposits

1,901

2,587

6,285

7,390

Federal Funds Purchased and Securities

Sold under Repurchase Agreements

1

13

22

47

Borrowings from the Federal Home Loan Bank

1,649

620

3,259

1,845

Subordinated Debt

870

870

2,611

2,611

Total Interest Expense

16,437

19,858

52,326

54,297

Net Interest Income

22,760

22,207

66,181

65,396

Provision for Credit Losses

6,000

1,000

13,800

(500)

Net Interest Income after Provision

for Credit Losses

16,760

21,207

52,381

65,896

NON-INTEREST INCOME

Service Charges and Commissions

2,108

2,041

6,027

6,276

Gain on Sale of Loans, Net

3

3

9

8

Gain on Sale of Securities Available for Sale

4,927

-

4,927

-

Gain on Sale of Fixed Assets

-

-

38

7

Trading Account (Expense)Revenue

(224)

(226)

1,946

7,806

(Expense) Income from Other Investments

(560)

658

(739)

376

Other

1,019

144

1,680

272

Total Non-Interest Income

7,273

2,620

13,888

14,745

NON-INTEREST EXPENSE

Salaries and Employee Benefits

5,181

5,698

15,593

16,876

Occupancy Expense

904

807

2,597

2,484

Furniture and Equipment Expense

522

502

1,566

1,506

Loss on Sale of Securities Available for Sale

-

-

-

104

Net Other Real Estate Owned Income

(14)

(1,447)

(408)

(1,138)

Other

2,269

1,961

6,704

5,698

Reduction of Fair Value of Derivatives

286

-

7,401

-

Total Non-Interest Expense

9,148

7,521

33,453

25,530

Income before Income Taxes

14,885

16,306

32,816

55,111

Provision for Income Taxes

5,121

6,234

11,862

21,314

Net Income before Cumulative Effect of a Change in Accounting Principle

9,764

10,072

20,954

33,797

Cumulative Effect of a Change in Accounting Principle

-

-

4,962

-

Net Income

$ 9,764

$ 10,072

$ 25,916

$ 33,797

Earnings Per Share:

Net Income before Cumulative Effect of a Change in Accounting Principle

Basic

$ 0.84

$ 0.87

$ 1.79

$ 2.93

Diluted

0.84

0.85

1.78

2.87

Cumulative Effect of a Change in Accounting Principle

Basic

$ -

$ -

$ 0.42

$ -

Diluted

-

-

0.42

-

Net Income

Basic

$ 0.84

$ 0.87

$ 2.21

$ 2.93

Diluted

0.84

0.85

2.20

2.87

Weighted Average Basic Shares Outstanding

11,607,091

11,569,516

11,707,891

11,535,268

Weighted Average Diluted Shares Outstanding

11,652,904

11,889,530

11,802,292

11,780,917

See Accompanying Notes to Unaudited Consolidated Financial Statements

</TABLE>

<TABLE>

<CAPTION>

GBC BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(UNAUDITED)

(In Thousands, Except per Share Amounts)

Accumulated

Other

Total

Common Stock

Retained

Deferred

Comprehensive

Comprehensive

Stockholders'

Shares

Amount

Earnings

Compensation

Income (Loss)

Income (Loss)

Equity

<S>

<C>

<C>

<C>

<C>

<C>

<C>

<C>

Balance at December 31, 1999

11,523

$ 57,289

$ 84,035

$ -

$ (8,286)

$133,038

Comprehensive Income

Net Income for the period

38,476

$ 38,476

38,476

Other Comprehensive Income, Net of Tax

Net Changes in Securities Valuation Allowance

18,178

18,178

18,178

Foreign Currency Translation Adjustment

(1)

(1)

(1)

Comprehensive Income

$ 56,654

Stock Issued for Executive Compensation

114

2,401

2,401

Stock Held by Executive Obligation Trust

(71)

(1,571)

1,571

-

Stock Issuance

161

2,975

2,975

Tax Benefit-Stock Options Exercised

960

960

Stock Repurchase

(169)

(3,732)

(3,732)

Cash Dividend- $0.39 per Share

(4,513)

(4,513)

Balance at December 31, 2000

11,558

$ 62,054

$ 114,266

$ 1,571

$ 9,891

$187,782

Comprehensive Income

Net Income for the period

25,916

$ 25,916

25,916

Other Comprehensive Income, Net of Tax

Net Changes in Securities Valuation Allowance

8,323

8,323

8,323

Net Changes in Investment Valuation Allowance

(746)

(746)

(746)

Comprehensive Income

$ 33,493

Stock Held by Executive Obligation Trust

(26)

(903)

903

-

Stock Issuance

525

4,864

4,864

Tax Benefit-Stock Options Exercised

4,607

4,607

Stock Repurchase

(515)

(14,251)

(14,251)

Cash Dividend- $0.36 per Share

(4,201)

(4,201)

Balance at September 30, 2001

11,542

$ 70,622

$ 121,730

$ 2,474

$ 17,468

$212,294

Disclosure of Reclassification Amount:

For the Nine Months

For the Year

Ended 9/30/2001

Ended 12/31/2000

Net Change of Unrealized Gains on Securities Arising During Period, Net of Tax

Expense of $9,631 and $8,839 in 2001 and 2000, respectively

$ 11,178

$ 12,185

Less: Reclassification Adjustment for (Gains) Losses on Securities Included in Net Income, Net of Tax

(Expense) Benefit of ($2,072) and $4,348 in 2001 and 2000, respectively.

(2,855)

5,993

Net Change of Unrealized Gains on Securities, Net of Tax

Expense of $7,559 and $13,187 in 2001 and 2000, respectively.

$ 8,323

$ 18,178

See Accompanying Notes to Unaudited Consolidated Financial Statements

</TABLE>

<TABLE>

<CAPTION>

GBCBANCORP AND SUBIDARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

For the Nine Months Ended September 30,

(In Thousands)

2001

2000

<S>

<C>

<C>

OPERATING ACTIVITIES

Net Income

$ 25,916

$ 33,797

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

Depreciation

931

1,054

Net (Accretion)/Amortization of Discount/Premiums on Securities

(2,750)

(304)

Accretion of Discount on Subordinated Notes

98

98

Writedown on Real Estate Held for Investment

1,273

1,272

Write-off of Securities

190

-

Provision/(Benefit) for Credit Losses

13,800

(500)

Provision for Losses on Other Real Estate Owned

-

389

Amortization of Deferred Loan Fees

(3,383)

(2,799)

(Gain)/Loss on Sale of Securities Available - for-Sale

(4,927)

104

Gain on Sale of Other Real Estate Owned

(475)

(1,593)

Gain on Sale of Fixed Assets

(38)

(7)

Net Increase in Fair Value of Derivative Instruments

(1,161)

-

Net Increase in Trading Securities

4,617

3,344

Net (Decrease)/Increase in Forward Sales Equity Securities

-

(828)

Net (Increase)/Decrease in Accrued Interest Receivable and Other Assets

432

(1,580)

Net Increase in Accrued Expenses and Other Liabilities

12,181

255

Other, net

(47)

1

Net Cash Provided by Operating Activities

46,657

32,703

INVESTING ACTIVITIES

Purchases of Securities Available - for  - Sale

(363,649)

(233,451)

Proceeds from Maturities of Securities Available -  for - Sale

187,362

74,945

Proceeds from Maturities of Securities Held -  to - Maturity

1,025

203

Proceeds from Sales of Securities Available - for - Sale

114,392

6,762

Net Increase in Loans and Leases

(157,806)

(22,939)

Purchase of Equity Interest in Limited Partnerships

(2,314)

(5,240)

Net Decrease in Other Investments

924

-

Proceeds from Sales of Other Real Estate Owned

1,145

8,733

Purchases of Premises and Equipment

(1,341)

(1,114)

Proceeds from Sale/Disposal of Premises and Equipment

246

8

Net Cash Used by Investing Activities

(220,016)

(172,093)

FINANCING ACTIVITIES

Net (Decrease)/Increase in Demand, Interest Bearing Demand and Savings Deposits

(53,455)

168,653

Net Increase in Time Certificates of Deposit

131,978

93,008

Proceeds from Borrowings from FHLB

137,000

-

Repayments of Borrowings from FHLB

(20,000)

-

Repurchase of Company Stock

(14,251)

(3,473)

Cash Dividends Paid

(3,974)

(3,226)

Proceeds from Exercise of Stock Options

3,961

2,345

Issuance of Stock

903

829

`

Net Cash Provided by Financing Activities

182,162

$ 258,136

Net Change in Cash and Cash Equivalents

8,803

118,746

Cash and Cash Equivalents at Beginning of Period

115,306

106,120

Cash and Cash Equivalents at End of Period

$ 124,109

224,866

Supplemental Disclosures of Cash Flow Information

Cash Paid During This Period for

Interest

$ 51,820

53,536

Income Taxes

2,160

19,872

Noncash Investing Activities

Loans Transferred to Other Real Estate Owned at Fair Value

$ 18

$ 21

See Accompanying Notes to Unaudited Consolidated Financial Statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

  1. Basis of Presentation
  2.  

    The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company's financial condition and results of operations for the interim periods presented in this Form 10-Q have been included. Operating results for the interim periods are not necessarily indicative of financial results for the full year. These unaudited consolidated financial statements should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000.

     

    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

     

    The financial statements include the accounts of GBC Bancorp (the "Bancorp") and its wholly owned subsidiaries, GBC Venture Capital, Inc., General Bank, (the "Bank"), a California state chartered bank, and the Bank's wholly owned subsidiaries, GBC Insurance Services, Inc., GBC Investment & Consulting Company, Inc., GBC Real Estate Investments, Inc. and GB Capital Trust. The Bank also holds 90% of the voting stock of GBC Leasing Company, Inc., which amount is not material.

     

    During the third quarter of 2001, the Bank formed a new subsidiary , GB Capital Trust, to provide both the flexibility of raising additional capital for future business opportunities and to provide tax benefits.

     

     

     

  3. Change of Accounting Principle
  4.  

    On January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," ("Statement 133"). On that date a transition adjustment of $8,561,000 was recorded. The transition adjustment is presented net of tax in the amount of $4,962,000 as a cumulative effect of a change of accounting principle in the Company's consolidated statements of income. The Company has received rights to acquire stock in the form of warrants, as an adjunct to its high technology banking relationships. Most of the warrants contain a cash less exercise provision thereby qualifying them as derivatives under Statement 133, requiring they be carried at fair value. The amount represents the difference between the carrying value of the Company's derivatives and their fair value on January 1, 2001.

     

  5. Commitments
  6.  

    In the normal course of business, there are various outstanding commitments to extend credit which are not reflected in the accompanying interim consolidated financial statements.

     

    The following is a summary of the Company's commitments as of September 30, 2001 and December 31, 2000:

     

    </TABLE>

    <TABLE>

    <CAPTION>

     

    September 30,

    December 31,

    (In Thousands)

    2001

    2000

    <S>

    <C>

    <C>

    Undisbursed Commitments

    $ 566,959

    $535,208

    Standby Letters of Credit

    111,248

    108,925

    Bill of Lading Guarantees

    799

    1,118

    Commercial Letters of Credit

    75,396

    70,154

     

  7. Pending Litigation
  8.  

    In the normal course of business, the Company is subject to pending and threatened legal actions. In April, 2001 an adverse verbal ruling was issued with respect to a claim by the Bank against a borrower relating to a non-accrual loan with $3.1 million of principal outstanding as of September 30, 2001. This ruling disallowed the Bank's claim for principal and interest with respect to the loan. The Bank has conferred with its counsel and has appealed the ruling. Management believes that it's reasonably probable that the ruling will be overturned and no additional charge-offs nor additions to the allowance for credit losses have been provided as a result of the ruling. Management does not believe that the outcome of other actions where the Company is subject to pending and threatened legal action will have a material adverse effect on the Company's financial condition or results of operations.

     

  9. Earnings Per Share
  10.  

    Basic earnings per share is determined by dividing net income by the weighted average number of shares of common stock outstanding, while diluted earnings per share is determined by dividing net income by the weighted average number of shares of common stock outstanding adjusted for the dilutive effect of common stock equivalents. The following table sets forth basic and diluted earnings per share calculations:

    </TABLE>

    <TABLE>

    <CAPTION>

     

    Three Months Ended

    Nine Months Ended

    September 30,

    September 30,

    2001

    2000

    2001

    2000

    (In Thousands Except per Share Data)

    <S>

    <C>

    <C>

    <C>

    <C>

    Net Income

    $9,764

    $10,072

    $25,916

    $33,797

    Weighted-average Shares

    Basic Shares Outstanding

    11,607

    11,570

    11,708

    11,535

    Dilutive Effect Equivalent Shares

    46

    320

    94

    246

    Dilutive Shares Outstanding

    11,653

    11,890

    11,802

    11,781

    Earnings per Share- Basic

    $0.84

    $0.87

    $2.21

    $2.93

    Earnings per Share- Diluted

    $0.84

    $0.85

    $2.20

    $2.87

     

     

  11. Quarterly Dividends
  12.  

    In September 2001, the Company's Board of Directors declared a quarterly common stock cash dividend of $0.12 per share payable on or about October 15, 2001 to shareholders of record on September 30, 2001.

     

  13. Recent Accounting Developments

 

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 141, "Business Combinations", and Statement No. 142, "Goodwill and Other Intangible Assets." Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. Statement 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill.

 

Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 will also require that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with Statement 121, "Accounting for the Impairment of long-lived Assets and for long-lived Assets to be Disposed Of." As permitted by Statement 142, the Company plans to adopt the new standard in the first quarter of the fiscal year 2002. Upon adoption of Statement 142, the Company will be required to reassess the useful lives and residual values of all intangible assets acquired in purchase business combinations, and make any necessary amortization period adjustments and/or impairment adjustments. Any impairment loss will be measured as of the date of adoption and recognized as the cumulative effect of a change in accounting principle in the first interim period. Beginning on January 1, 2002, amortization of goodwill and intangibles with indefinite lives will cease. It is not anticipated that the financial impact of this statement will have a material effect on the Company.

 

In September 2000, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a replacement of FASB Statement No. 125," which revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures. Although it replaces FASB Statement No. 125, it carries over most of Statement 125's provisions without reconsideration. The accounting provisions are effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 15, 2001. The Company adopted Statement 140 on April 1, 2001. The adoption of this Statement did not have a material impact on the Company's results of operations, financial position, or cash flows.

In June 2001, the FASB issued Statement SFAS No. 143, "Accounting for Asset Retirement Obligations," which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs would be capitalized as part of the carrying amount of the long-lived asset and depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. Two provisions of Statement No. 143 are effective for fiscal years beginning after June 15, 2002. Management has not yet determined the impact, if any, of adoption of Statement No. 143.

 

In August 2001, the FASB issued Statement No. 144, " Accounting for the Impairment or Disposal of Long-lived Assets." For long-lived assets to be held and used, Statement No. 144 retains the requirements of Statement No. 121 to (a) recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and fair value. Further, Statement No. 144 eliminates the requirement to allocate goodwill to long-lived assets to be tested for impairment, describes a probability-weighted cash flow estimation approach to deal with situations in which alternative courses of action to recover the carrying amount of long-lived asset are under consideration or a range is estimated for the amount of possible future cash flows, and establishes a "primary-assets" approach to determine the cash flow estimation period. For long-lived assets to be disposed of other than by sale (e.g., assets abandoned, exchanged or distributed to owners in a spin off), Statement No. 144 requires that such assets be considered held and used until disposed of. Further, an impairment loss should be recognized at the date an asset is exchanged for a similar productive asset or distributed to owners in a spinoff if the carrying amount exceeds its fair value. For long-lived assets to be disposed of by sale, Statement No. 144 retains the requirement of Statement No. 121 to measure a long-lived asset classified as held for sale at the lower of its carrying amount or fair value less cost to sell and to cease depreciation. Discontinued operations would no longer be measured on a net realizable value basis, and future operating losses would no longer be recognized before they occur. Statement No. 144 broadens the presentation of discontinued operations to include a component of an entity, establishes criteria to determine when a long-lived asset is held for sale, prohibits retroactive reclassification of the asset as held for sale at the balance sheet date if the criteria are met after the balance sheet date but before issue of the financial statements, and provides accounting guidance for the reclassification of an asset from "held for sale" to "held and used". The provisions of Statement No. 144 are effective for fiscal years beginning after December 15 2001. Management has not yet determined the impact, if any of adoption Statement No. 144.

 

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

Certain statements contained herein, including, without limitation, statements containing the words "indicates," "anticipates," "believes," intends," "expects" and words of similar import, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economics and business conditions in those areas in which the Company operates; demographic changes; competition; fluctuations in interest rates; changes in business strategy or development plans; changes in governmental regulation; credit quality; and other factors referenced herein, including, without limitation, under the captions Provision for Credit Losses, Market Risk, Liquidity and Interest Rate Sensitivity, and Recent Accounting Developments. Given these uncertainties, the reader is cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

OVERVIEW

 

Net income for the third quarter of 2001 was $9,764,000 or $0.84 diluted earnings per share, compared to $10,072,000, or $0.85 diluted earnings per share, for the corresponding period of 2000. The provision for credit losses increased by $5,000,000 which was offset by $4,927,000 net gain on the sale of available-for-sale securities.

 

For the nine months ended September 30, 2001, net income totaled $25,916,000, a decrease of $7,881,000, or 23.3%, from the $33,797,000 earned during the corresponding period of 2000. Diluted earnings per share for the nine months ended September 30, 2001 were $2.20 compared to $2.87 for the same period of 2000. The decrease in net income was primarily due to a $14,300,000 increase of the provision for credit losses partially offset by $4,927,000 net gain on the sale of available-for-sale securities in 2001 compared to a net loss of $104,000 for the corresponding period of a year ago. For the nine months ended September 30, 2001 the diluted earnings per share decreased to $2.20 from $2.87 during the corresponding period of 2000, representing a $0.67, or 23.3%, decrease.

 

For the quarter ended September 30, 2001 and 2000, the annualized return on average assets ("ROA") was 1.79% and 2.04%, respectively, and the annualized return on average stockholders' equity ("ROE") was 19.1% and 25.2%, respectively.

 

For the nine months ended September 30, 2001 and 2000, the ROA was 1.68% and 2.40%, respectively, and the ROE was 17.4% and 30.7%, respectively.

 

 

RESULTS OF OPERATIONS

 

 

Net Interest Income-Quarterly Results

 

For the quarter ended September 30, 2001 and 2000, net interest income before the provision for credit losses was $22,760,000 and $22,207,000, respectively, representing an increase of $553,000, or 2.5%.

 

Total interest income for the quarter ended September 30, 2001 was $39,197,000, representing a $2,868,000, or 6.8%, decrease from the corresponding quarter of a year ago. The decrease was primarily related to the decline of the yield on earning assets. For the quarter ended September 30, 2001 and 2000, the yield was 7.36% and 8.83% respectively. The 147 basis point decline is primarily due to the reduction of the prime rate of interest. During the period ended September 30, 2001, the prime rate of interest declined 350 basis points from 9.50% to 6.00%. This decline contrasts to a 100 basis point increase during the corresponding period of a year ago. The yield on all earning assets categories declined compared with those of the corresponding quarter of a year ago. The yield on loans and leases declined to 8.23% from 10.80% for the quarter ended September 30, 2001 and 2000, respectively. The 257 basis point decline is primarily a function of the prime rate movement. The average prime rate of interest for the three months ended September 30, 2001 and 2000 was 6.57% and 9.50%, respectively. As of September 30, 2001, excluding non-accrual loans, 77.3% of the Bank's loan portfolio has yields based upon prime. The yield on securities declined to 6.69% from 6.85% for the quarter ended September 30, 2001 and 2000 respectively. The yield on federal funds sold and securities purchased under agreements to resell declined to 3.58% from 6.79% for the quarter ended September 30, 2001 and 2000, respectively.

 

The impact of the declining yields on interest income was partially offset by a $216.7 million growth of average interest earning assets to $2,112.1 million from $1,895.4 million for the quarter ended September 30, 2001 and 2000 respectively. This growth of average earning assets was comprised of increases of $150.8 million and $116.4 million for loans and leases and investment securities, respectively, partially offset by a $50.5 million decline in average federal funds sold and securities purchased under agreements to resell. The composition of earning asset growth also helped to mitigate the decline of the yield. Average federal funds sold and securities purchased under agreement to resell, the lowest yielding of earning assets, represented 4.3% and 7.4% of total average earning assets for the quarter ended September 30, 2001 and 2000, respectively. Average loans and leases, the highest yielding of earning assets, increased to 52.2% of average earning assets from 50.2%.

 

Total interest expense for the quarter ended September 30, 2001 was $16,437,000, representing a $3,421,000 or 17.2%, decrease from the corresponding quarter of a year ago. The decrease was due primarily to the decline of the cost of funds. For the quarter ended September 30, 2001, the cost of funds was 3.79% compared to 5.03% for the corresponding period of a year ago, a decline of 124 basis points. The rates paid on all interest bearing deposits decreased to 3.57% from 4.93% for the quarter ended September 30, 2001 and 2000, respectively.

 

The main reason for the 136 basis point decrease of the rates paid on interest bearing deposits was the movement of the prime rate of interest as discussed above. The following table displays the average balance and rates paid for the deposit products of the Bank for the quarters ended as indicated:

 

</TABLE>

<TABLE>

<CAPTION>

For the Quarter Ended September 30,

2001

2000

<S>

<C>

<C>

Interest bearing demand - Average balance

$358,650

$405,272

Rate

1.63%

3.65%

Savings - Average balance

68,538

71,075

Rate

1.04%

2.45%

Time certificates of deposit

of $100,000 or more - Average balance

942,107

808,634

Rate

4.39%

5.71%

Other time deposits - Average balance

179,175

196,460

Rate

4.09%

5.24%

 

For the quarter ended September 30, 2001, average interest-bearing demand and time deposits represented 23.2% and 72.4% of average interest bearing deposits, respectively. For the quarter ended September 30, 2000 average interest-bearing demand and time deposits represented 27.4% and 67.8% of total average interest bearing deposits, respectively. Interest bearing demand represents a lower costing source of interest bearing deposits whereas time deposits represents the most expensive source. The shift in composition of deposits partially offset the decline of rates paid as explained above.

 

In addition, offsetting the impact of the decline of the rates paid on interest expense was the growth of average total interest bearing liabilities. For the three months ended September 30 2001 and 2000, average interest bearing liabilities was $1,719.8 million compared to $1,571.2 million, respectively, representing a growth of $148.6 million, or 9.5%.

 

The increase of borrowings from the Federal Home Loan Bank (the "FHLB") also partially offset the decline of short-term interest rates. The average balance of this source of funds increased to $132.1 million from $50.0 million for the three months ended September 30, 2001 and 2000, respectively. The cost of these funds was 4.95% and 4.93% for the three months ended September 30, 2001 and 2000, respectively.

 

The net interest spread is defined as the yield on interest earning assets less the rates paid on interest-bearing liabilities. For the three months ended September 30, 2001 and 2000, the net interest spread decreased 23 basis points to 3.57% from 3.80%, respectively.

 

The net interest margin is defined as the annualized difference between interest income and interest expense divided by average interest earning assets. For the three months ended September 30, 2001 and 2000, the net interest margin was 4.28% and 4.66%, respectively, representing a decline of 38 basis points.

 

Net Interest Income - Nine-Month Results

 

For the nine months ended September 30, 2001, net interest income before the provision for credit losses was $66,181,000, representing a $785,000, or 1.2%, growth over the corresponding period of a year ago.

 

Total interest income for the nine months ended September 30, 2001 was $118,507,000 compared to $119,693,000 for the corresponding period of a year ago. The $1,186,000, or 1.0%, decrease is primarily related to the decline of the yield on earning assets. The yield on average earning assets decreased 89 basis points to 7.92% from 8.81% for the nine months ended September 30, 2001 and 2000, respectively. The yield on loans and leases declined to 8.96% from 10.79% for the nine months ended September 30, 2001 and 2000, respectively. The year 2000 yield of 10.79% was favorably impacted by significant interest recoveries amounting to $3,892,000. Excluding the interest recoveries, the yield on loans and leases would have been 10.23%. For the year 2001, there were no significant net interest recoveries or charge-offs. The 127 basis point decline relates to the reductions of the prime rate of interest as discussed above. For the nine months ended September 30, 2001 and 2000, the average prime rate was 7.51% and 9.15%, respectively, a 164 basis point reduction.

 

The yield on federal funds sold and securities purchased under agreements to resell was 4.51% and 6.47% for the nine months ended September 30, 2001 and 2000, respectively. The yield on securities was 6.99% and 6.77% for the nine months ended September 30, 2001 and 2000, respectively. The yield on securities increased 22 basis points mainly due to restructuring of the portfolio during the fourth quarter of 2000.

 

The impact on interest income as a result of the decline of the prime rate was partially offset by the increase of average interest earning assets. For the nine months ended September 30, 2001 and 2000, average interest earning assets was $2,000.6 million and $1,815.1 million, respectively, representing growth of $185.5 million, or 10.22%. The growth was represented primarily by increases of $108.8 million and $131.0 million for loans and leases and for investment securities, respectively. The average balance of federal funds sold and securities purchased under agreements to resell declined to $75.5 million from $129.7 million for the nine month period ended September 30, 2001 and 2000, respectively.

 

Total interest expense for the nine months ended September 30, 2001, was $52,326,000 compared to $54,297,000 for the corresponding period of a year ago. The decrease of $1,971,000, or 3.6%, was due to the 48 basis point decrease in the cost of funds from 4.79% to 4.31%. The decrease of the cost of funds is due to rate decreases in all the categories of interest bearing deposits which in turn is related to the prime rate reductions. The rates paid declined on all interest bearing deposits, which decreased to 4.15% from 4.67% for the nine months ended September 30, 2001 and 2000, respectively.

 

The average balance and the rates paid on deposit categories for the nine months ended as indicated were as follows:

 

</TABLE>

<TABLE>

<CAPTION>

 

For the nine months ended September 30,

2001

2000

<S>

<C>

<C>

Interest bearing demand - Average balance

$366,935

$385,637

Rate

2.28%

3.45%

Savings - Average balance

68,128

75,716

Rate

1.51%

2.47%

Time certificates of deposit

of $100,000 or more - Average balance

881,654

764,782

Rate

5.02%

5.42%

Other time deposits - Average balance

180,188

198,813

Rate

4.66%

4.97%

 

Partially offsetting the across-the-board decrease of the rates paid on deposits was the growth of the average interest-bearing deposits. The $108.6 million growth of average interest bearing liabilities was largely due to both a $72.0 million growth of interest bearing deposits and a $36.9 million growth of borrowings from the Federal Home Loan Bank. The growth of interest bearing deposits was entirely in the time certificates of deposit of $100,000 or more, in the amount of $116.9 million.

 

For the nine months ended September 30, 2001 and 2000, the net interest spread was 3.61% and 4.02%, respectively, representing a 41 basis point decrease. Excluding the year 2000 interest recoveries, the net interest spread for the year 2000 would have been 3.73%. Thus, the net interest spread was 12 basis points less in 2001.

 

For the nine months ended September 30, 2001 and 2000, the net interest margin was 4.42% and 4.81%, respectively, representing a 39 basis point decrease. The net interest margin for the year 2001 excluding the interest income recoveries was 4.53%. Accordingly, the net interest margin was 11 basis points less in 2001.

 

Provision for Credit Losses

 

For the quarter ended September 30, 2001, a provision for credit losses of $6,000,000, was recorded compared to $1,000,000 provision for credit losses for the corresponding quarter of a year ago. At quarter-end, a review of existing problem loans resulted in net charge-offs of $3.3 million for the quarter. In addition, non-accrual loans increased from $19.9 million as of June 30, 2001 to $27.4 million as of September 30, 2001.

 

For the nine months ended September 30, 2001 and 2000, the provision / (benefit) for credit losses was $13,800,000 and ($500,000), respectively.

 

The amount of the provision for credit losses is determined by management and is based upon the quality of the loan portfolio, management's assessment of the economic environment, evaluations made by regulatory authorities, historical loan loss experience, collateral values, assessment of borrowers' ability to repay, and estimates of potential future losses. Please refer to the discussion "Allowance for Credit Losses", following.

 

 

Non-Interest Income

 

Non-interest income for the quarter ended September 30, 2001 totaled $7,273,000, representing a $4,653,000, or 178%, increase compared to $2,620,000 for the quarter ended September 30, 2000. The increase was primarily due to the gain on sale of available for sale securities of $4,927,000. In addition, $1,000,000 of other non-interest income was recorded in the quarter from fees associated with a paid-off construction loan. Partially offsetting the above was a $560,000 loss from reported losses from venture capital fund investments compared to income of $658,000 from the same source for the corresponding period of a year ago.

 

For the nine months ended September 30, 2001, non-interest income totaled $13,888,000 representing an $857,000, or 5.8%, decrease compared to $14,745,000 for the nine months ended September 30, 2000. Non-interest income decreased primarily due to the reduction of trading account revenue of $5,860,000 during the nine months ended September 30, 2001 and the (losses) / gains from venture capital fund investment of $(739,000) and $376,000 for the nine month ended September 30, 2001 and 2000 respectively. Offsetting the above was the gain on sale of available-for-sale securities of $4,927,000 and by the fees received of $1,600,000 for the above referenced paid-off construction loan.

 

Trading account revenue is income earned on securities classified as trading account securities. The Company's subsidiary, GBC Venture Capital, ("VC") receives equity securities which it holds as trading securities primarily from two sources: a distribution from venture capital funds in which it invests and the exercise of warrants acquired through the lending operations of General Bank, its affiliate. The recognition of fair value and ultimate disposition of these securities results in trading account revenue.

 

 

Non-Interest Expense

 

For the three months ended September 30, 2001, non-interest expense was $9,148,000, representing a $1,627,000, or 21.6%, increase from $7,521,000 for the corresponding period of a year ago. The increase was primarily due to the reduction of income from other real estate owned. For the three months ended September 30, 2001 and 2000, income from OREO was $14,000 and $1,447,000, respectively, representing a reduction of $1,433,000. For the three months ended September 30, 2001 and 2000, the net gain on sale of OREO was $36,000 and $1,477,000, respectively. The net gain / loss on sale of OREO is included as a component of net other real estate owned (income) expense.

 

For the quarter ended September 30, 2001, and 2000, the Company's efficiency ratio, defined as non-interest expense divided by the sum of net interest income plus non-interest income, was 34.2% and 30.8%, respectively. The efficiency ratios as reported exclude trading revenue, income (expense) from other investments, the adoption of Statement 133 and gain / (loss) on sale of available-for-sale securities.

 

For the nine months ended September 30, 2001, non-interest expense was $33,453,000, representing a $7,923,000, or 31.0%, increase from the $25,530,000 reported for the corresponding period of a year ago. The net increase was primarily due to the reduction of fair value of derivatives of $7,401,000. This amount represents the decline of fair value of derivatives as measured at September 30, 2001 compared to January 1, 2001. As Statement 133 was implemented on January 1, 2001, there was no such account during the year 2000. See also "Cumulative Effect of a Change in Accounting Principle," following. As discussed in the following section entitled "Cumulative Effect of a Change in Accounting Principle", as of January 1, 2001, warrants classified as derivatives totaled $8,561,000 pre-tax. The conversion of these warrants and a decline in the value of the underlying shares caused the majority of the $7,401,000 which was recognized as reduction of fair value of derivatives, as of September 30, 2001. In addition to the reduction of fair value of derivatives, the income from OREO decreased $730,000 during the nine months ended September 30, 2001, contributing to the increase of non-interest expense.

 

Partially offsetting the above was the decrease of salaries and employees benefit of $1,283,000. The reduction is due to reduced incentive compensation and deferred compensation expense for the Company's Chairman.

 

For the nine months ended September 30, 2001, the Company's efficiency ratio was 35.2%, compared to 35.3% for the corresponding period of 2000. The efficiency ratios as reported exclude trading revenue income, income (expense) from other investments, the adoption of Statement 133 and gain / (loss) on sale of available-for-sale securities.

 

 

Provision for Income Taxes

 

For the quarter ended September 30, 2001 and 2000, the provision for income taxes was $5,121,000 and $6,234,000, respectively, representing effective tax rates of 34.4% and 38.2%. In the third quarter, GB Capital Trust, a Real Estate Investment Trust (the "REIT"), was formed as a subsidiary of General Bank and capitalized by the contribution of assets. The formation of this entity provides the flexibility of raising additional capital for future business opportunities, if desired. It also provides tax benefits, resulting in the provision for taxes in the third quarter, 2001 being accrued at a 34.4% effective tax rate, as compared to the 38.2% effective tax rate for the corresponding quarter of the prior year.

 

For the nine months ended September 30, 2001 and 2000, the provision for income taxes was $11,862,000 and $21,314,000, representing effective tax rates of 36.1% and 38.7%, respectively. Again, as was the case for the third quarter of 2001, the formation of the REIT provided for a reduced effective tax rate.

 

Cumulative Effect of a Change in Accounting Principle

 

On January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," ("Statement 133"). On that date a transition adjustment of $8,561,000 was recorded. The transition adjustment is presented net of tax in the amount of $4,962,000 as a cumulative effect of a change of accounting principle in the Company's statements of income. The Company has received rights to acquire stock in the form of warrants, as an adjunct to its high technology banking relationships. Most of the warrants contain a cashless exercise provision thereby qualifying them as derivatives under Statement 133, requiring they be carried at fair value. The amount represents the difference between the carrying value of the Company's derivatives and their fair value on January 1, 2001.

 

 

Other Matters

 

In April 2001, an adverse verbal ruling was issued with respect to a claim by the Bank against a borrower relating to a non-accrual loan with $3.1 million of principal outstanding as of September 30, 2001. This ruling disallowed the Bank's claim for principal and interest with respect to the loan. The Bank has conferred with its counsel and has appealed. Management believes that it is reasonably probable that the ruling will be overturned and no additional charge-off or additions to the allowance for credit losses will be required.

 

On October 11, 2001, the Bank announced the approved agreement between Liberty Bank and Trust Co. of Boston ("Liberty") and the Bank to acquire the outstanding shares of Liberty. Liberty, founded in 1965, is a state chartered commercial bank operating two branches in Boston, Massachusetts. As of June 30, 2001, Liberty's total assets were $37.4 million. The acquisition will be effected on an all cash basis and is subject to approval by appropriate regulatory authorities and by shareholders of Liberty.

 

 

FINANCIAL CONDITION

 

As of September 30, 2001, the total assets were $2,204.9 million, a $235.8 million, or 12.0%, increase from $1,969.1 million, as of December 31, 2000. The balance of total assets as of September 30, 2001 represents a record level.

 

As of September 30, 2001, total deposits were $1,753.1 million, up $78.5 million, or 4.7%, from $1,674.6 million, as of December 31, 2000. Stockholders' equity was $212.3 million, up $24.5 million, or 13.1%, from $187.8 million, as of December 31, 2000.

 

 

Loans and Leases

 

As of September 30, 2001, total loans and leases were $1,123.5 million compared to $969.0 million as of December 31, 2000, representing a $154.5 million, or 15.9% growth. This also represented a record level for total loans and leases. The loan growth from year-end 2000 was mainly due to increases in the commercial loan and construction loan portfolios.

 

Commercial loans reflected an increase of $96.9 million, or 21.6%. The growth of commercial loans included $38.2 million of unsecured commercial loans and $58.6 million of trade financing loans. The two largest concentrations of the commercial loan portfolio are the apparel/textile industry and the computer/electronic goods industry (excluding early-stage technology companies). The approximate amount of commercial loans represented by these two segments as of September 30, 2001 is $100 million and $89 million, respectively. There are $36 million of loans to early high technology companies.

 

Trade financing loans are made by the Bank's Corporate Lending and International Divisions which, in addition to granting loans to finance the import and export of goods between the United States and countries in the Pacific Rim, also provide letters of credit and other related services. The Bank does not make loans to foreign banks, foreign governments or their central banks, or commercial and industrial loans to entities domiciled outside of the United States, except for the extension of overdraft privileges to its foreign correspondent banks on a limited, case by case, basis. All loan transactions are U.S. dollar denominated.

 

The following table sets forth the amount of loans and leases outstanding by category and the percentage of each category to the total loans and leases outstanding as of the dates indicated:

 

</TABLE>

<TABLE>

<CAPTION>

 

September 30, 2001

December 31, 2000

(In Thousands)

Amount

Percentage

Amount

Percentage

<S>

<C>

<C>

<C>

<C>

Commercial

$546,407

49

$449,484

46

Real Estate - Construction

225,370

20

166,656

17

Real Estate - Conventional

312,754

28

309,834

32

Installment

108

N/A

2

N/A

Other Loans

21,659

1

25,969

3

Leveraged Leases

17,242

2

17,078

2

Total

$1,123,540

100

$969,023

100

N/A = Percentage less than 0.01

 

The two largest concentrations in commercial loans are apparel/textile industry and the computer/electronic goods industry (excluding early-stage technology companies). The approximate amounts of commercial loans for these two segments as of September 30, 2001 are $100 million and $89 million, respectively. There are $36 million of loans to early stage high technology companies.

 

Construction loans reflected an increase of $58.7 million. Construction loans are real estate loans secured by first trust deeds. The following table sets forth the break down by type of collateral for construction and conventional real-estate loans as of September 30, 2001 and December 31, 2000:

 

</TABLE>

<TABLE>

<CAPTION>

 

September 30, 2001

December 31, 2000

(In Thousands)

Conventional

Conventional

Construction

Real Estate

Construction

Real Estate

Project Type

Loans

Percentage

Loans

Percentage

Loans

Percentage

Loans

Percentage

<S>

<C>

<C>

<C>

<C>

<C>

<C>

<C>

<C>

Residential:

Single-Family

$ 96,617

43%

$ 14,960

5%

$ 79,280

48%

$ 18,584

6%

Townhouse

6,189

3

510

-

6,161

4

519

1

Condominums

82,342

37

4,443

1

59,838

36

4,371

1

Multi-Family

16,538

7

39,645

13

12,107

7

40,328

13

Land Development

19,342

9

975

-

-

-

-

-

Total Residential

$ 221,028

98%

$ 60,533

19%

$ 157,386

95%

$ 63,802

21%

Non-Residential:

Warehouse

$ -

-

$ 50,529

16%

$ -

-

$ 50,584

16%

Retail Facilities

-

-

62,471

20

-

-

57,806

19

Industrial Use

-

-

23,467

8

3,864

2

32,240

10

Office

2,919

1

38,331

12

1,510

1

24,634

8

Hotel and Motel

-

-

54,364

18

-

-

56,098

18

Other

1,423

1

23,059

7

3,896

2

24,670

8

Total Non-Residential

$ 4,342

2%

$ 252,221

81%

$ 9,270

5%

$ 246,032

79%

Total

$ 225,370

100%

$ 312,754

100%

$ 166,656

100%

$ 309,834

100%

 

As of September 30, 2001, the Company had an ownership interest in two leveraged leases of Boeing 737s leased by two major U.S. airlines. As of September 30, 2001, the total investment was $17.0 million, including an estimated residual value of $13.1 million. As a result of the September 11 incident, the airlines leasing the aircraft have incurred substantial operating losses, though federal grants are being given the airlines to offset these losses. In addition, the market value of aircraft is not determinable until sometime in the future. If it is determined that there has been an other-than-temporary decline in the forecast residual values at the end of the lease terms, the income recognized from the inception of the purchase of the leases will be recalculated, with the cumulative reduction of income recognized at the time of recalculation. The leases were acquired in 1996 and 1997, with terms of 16 years and 19 years, respectively.

 

Non-Performing Assets

 

A certain degree of risk is inherent in the extension of credit. Management has credit policies in place to minimize the level of loan losses and non-performing loans. The Company performs a quarterly assessment of the credit portfolio to determine the appropriate level of the allowance. Included in the assessment is the identification of loan impairment. A loan is identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. Loan impairment is measured by estimating the expected future cash flows and discounting them at the respective effective interest rate or by valuing the underlying collateral.

 

The Company has a policy of classifying loans (including an impaired loan) which are 90 days past due as to principal and/or interest as non-accrual loans unless management determines that the fair value of underlying collateral is substantially in excess of the loan amount or other circumstances justify treating the loan as fully collectible. After a loan is placed on non-accrual status, any interest previously accrued, but not yet collected, is reversed against current income. A loan is returned to accrual status only when the borrower has demonstrated the ability to make future payments of principal and interest as scheduled, and the borrower has demonstrated a sustained period of repayment performance in accordance with the contractual terms. Interest received on non-accrual loans generally is either applied as principal reduction or reported as recoveries on amounts previously charged-off, according to management's judgment as to the collectability of principal.

 

The following table provides information with respect to the Company's past due loans, non-accrual loans, restructured loans and other real estate owned, net, as of the dates indicated:

</TABLE>

<TABLE>

<CAPTION>

(IN THOUSANDS)

September 30, 2001

December 31, 2000

<S>

<C>

<C>

Loans 90 Days or More Past Due and Still Accruing

$ 11,676

$ 2,217

Non-accrual Loans

27,438

14,823

Total Past Due Loans

39,114

17,040

Restructured Loans (on Accrual Status)

1,014

4,978

Total Non-performing and Restructured Loans

40,128

22,018

Other Real Estate Owned, Net

383

1,035

Total Non-performing Assets

$ 40,511

$ 23,053

 

Total non-performing assets increased to $40.5 million, as of September 30, 2001, from $23.1 million, as of December 31, 2000, representing a $17.4 million, or 75.3%, increase. The increase is primarily the result of the level of non-accrual loans, as discussed further below.

 

Loans 90 Days or More Past Due and Still Accruing

 

The category of loans 90 days or more past due and still accruing totaling $11.7 million is represented by 13 borrowers, one of which subsequently paid off in October 2001. The credits have all been renewed with the exception of one where interest is current. Management does not anticipate any losses on these credits.

 

 

Non-Accrual Loans

 

As of September 30, 2001 non-accrual loans totaled $27.4 million, compared to $14.8 million as of December 31, 2000, an increase of $12.6 million, or 85.1%.

 

The following table breaks out the Company's non-accrual loans by category as of the dates indicated:

</TABLE>

<TABLE>

<CAPTION>

(IN THOUSANDS)

September 30, 2001

December 31, 2000

<S>

<C>

<C>

Commercial

$ 20,363

$ 14,823

Real Estate-Construction

5,064

-

Real Estate-Conventional

2,011

-

Total

$ 27,438

$ 14,823

 

The non-accrual commercial loans are comprised primarily of trade financing loans. Trade financing loans have represented the largest growth sector of the Bank's loan portfolio over the past several years. Of the $20.4 million of commercial loans included in the above, the apparel / textile industry and the computer / electronic goods represent $4.7 million and $1.3 million, respectively. The apparel / textile industry and the computer / electronic goods industry are the largest concentrations of the commercial loan portfolio, as of September 30, 2001. There are $1.2 million of loans to early stage high technology companies on non-accrual status as of September 30, 2001

 

The following table details the change in non-accrual loans during the nine months ended September 30, 2001:

 

 

 

Non-Accrual Loans

 

</TABLE>

<TABLE>

<CAPTION>

(In Thousands)

<S>

<C>

Balance, December 31, 2000

$ 14,823

Add: Loans placed on non-accrual

30,692

Less: Charge-offs

(5,903)

Returned to accrual status

(3,974)

Repayments

(8,182)

Transfer to OREO

(18)

Balance, September 30, 2001

$ 27,438

 

Restructured Loans

 

The balance of restructured loans as of September 30, 2001 was $1.0 million compared to $5.0 million as of December 31, 2000, representing a $4.0 million, or 80.0% decrease. The decline was due to the $1.5 million pay-off in full of one credit, a $0.9 million restructured loan becoming non-accrual in the third quarter of 2001 and a $1.5 million restructured loan becoming 90 days or more past due and still accruing. There were no new restructured loans during 2001.

 

A loan is categorized as restructured if the original interest rate on such loan, the repayment terms, or both, is modified due to deterioration in the financial condition of the borrower. Restructured loans may also be put on a non-accrual status in keeping with the Bank's policy of classifying loans which are 90 days past due as to principal and/or interest. Restructured loans, which are non-accrual loans, are not included in the balance of restructured loans. Restructured loans which are 90 days or more past due and still accruing are not included in the balance of restructured loans. As of September 30, 2001, restructured loans consisted of four loans compared to eleven loans as of December 31, 2000. The weighted average yield of the restructured loans was 10.72% as of September 30, 2001.

 

There are no commitments to lend additional funds on any of the restructured loans.

 

 

Other Real Estate Owned

 

As of September 30, 2001, other real estate owned ("OREO"), net of valuation allowance of $0.4 million, totaled $0.4 million, representing a decrease of $0.7 million, or 63.0%, from the net balance of $1.0 million, net of valuation allowance of $0.9 million, as of December 31, 2000. As of September 30, 2001, OREO consisted of 1 property compared with six properties as of December 31, 2000.

 

As of September 30, 2001, the outstanding OREO property, a retail facility, is physically located in the Los Angeles area.

 

The following table sets forth OREO by property type as of the dates indicated:

 

</TABLE>

<TABLE>

<CAPTION>

 

September 30,

December 31,

(In Thousands)

2001

2000

Property Type

<S>

<C>

<C>

Land

$ -

$ 471

Retail Facilities

803

803

Industrial Facilities

-

652

Less: Valuation Allowance

(420)

(891)

Total

$ 383

$ 1,035

 

Impaired Loans

 

A loan is identified as impaired when it is probable that interest and principal will not be collected according to the contractual terms of the loan agreement. Loan impairment is measured by estimating the expected future cash flows and discounting them at the respective effective interest rate or by valuing the underlying collateral.

 

The following information discloses pertinent information as it relates to the Company's impaired loans as of the dates requested:

 

</TABLE>

<TABLE>

<CAPTION>

(IN THOUSANDS)

September 30, 2001

December 31, 2000

<S>

<C>

<C>

Recorded Investment with Related Allowance

$ 24,493

$ 9,598

Recorded Investment with no Related Allowance

3,190

3,778

Total Recorded Investment

27,683

13,376

Allowance for Impaired Loans

(6,926)

(2,626)

Net Recorded Investment in Impaired Loans

$ 20,757

$ 10,750

 

The average balance of impaired loans before the allowance was $21.9 million for the nine months ended September 30, 2001 and $20.4 million for the twelve months ended December 31, 2000.

 

For the nine months ended September 30, 2001 and 2000, interest income recognized on impaired loans was $307,000 and $472,000, respectively. Of the amount of interest income recognized during the nine months ended September 30, 2001 and 2000, no interest was recognized under the cash basis method.

 

Management cannot predict the extent to which the current economic environment, including the real estate market, may improve or worsen, or the full impact such environment may have on the Bank's loan portfolio. Furthermore, as the Bank's primary regulators review the loan portfolio as part of their routine, periodic examinations of the Bank, their assessment of specific credits may affect the level of the Bank's non-performing loans. Accordingly, there can be no assurance that other loans will not be placed on non-accrual, become 90 days or more past due, have terms modified in the future, or become OREO.

 

 

Allowance for Credit Losses

 

As of September 30, 2001, the balance of the allowance for credit losses was $25.5 million, representing 2.27% of outstanding loans and leases. This compares to an allowance for credit losses of $19.4 million as of December 31, 2000, representing 2.00% of outstanding loans and leases.

 

The table below summarizes the activity in the total allowance for credit losses (which amount includes the specific allowance on impaired loans) for the nine-month periods ended as indicated:

 

</TABLE>

<TABLE>

<CAPTION>

(IN THOUSANDS)

September 30, 2001

September 30, 2000

<S>

<C>

<C>

Balance, Beginning of Period

$ 19,426

$ 19,808

Provision (Benefit) for Credit Losses

13,800

(500)

Charge-offs

(8,783)

(1,008)

Recoveries

1,090

2,718

Balance, End of Period

$ 25,533

$ 21,018

 

As of September 30, 2001, the allowance represents 63.6% and 93.1% of non-performing and restructured loans and of non-accrual loans, respectively. As of December 31, 2000, the allowance represented 88.2% and 131% of non-performing and restructured loans and of non-accrual loans, respectively.

 

The provision for credit losses is an amount required to maintain an allowance for credit losses that is adequate to cover probable credit losses related to specifically identified loans as well as probable credit losses inherent in the remainder of the loan and lease portfolio. Management evaluates the loan portfolio, the economic environment, historical loan loss experience, collateral values and assessments of borrowers' ability to repay in determining the amount of the allowance for credit losses. The balance of the allowance for credit losses is an accounting estimate of probable but unconfirmed losses in the Bank's loan portfolio as of September 30, 2001. Such an amount is based on ongoing, quarterly assessments of the probable estimated losses inherent in the loan and lease portfolio, and to a lesser extent, unused commitments to provide financing. The Company's methodology for assessing the adequacy of the allowance consists primarily of the use of a formula allowance.

 

This formula allowance is calculated by applying loss factors to outstanding loans and leases and certain unused commitments, in each case based on the internal risk rating of such loans, pools of loans, leases or commitments. Changes in risk rating of both performing and non-performing loans affect the amount of the formula allowance. Loss factors are based on the Company's historical loss experience and may be adjusted for significant factors that, in management's judgement, affect the collectibility of the portfolio as of the evaluation date. Loss factors are described as follows:

 

    • Problem graded loan loss factors represent percentages which have proven accurate over time. Such factors are checked against and supported by migration analysis which tracks loss experience over a five-year period.

 

    • Pass graded loan loss factors are based on the approximate average annual net charge-off rate over an eight-year period.

 

    • Pooled loan loss factors (not individually graded loans) are based on probable net charge-offs. Pooled loans are loans and leases that are homogeneous in nature, such as residential mortgage loans and small business loans.

 

Management believes that the allowance for credit losses approximates the probable but unconfirmed losses existing in the Bank's loan portfolio, as of September 30, 2001.

 

 

Securities

 

The Company classifies its securities as held to maturity, trading or available for sale. Securities classified as held to maturity are those that the Company has the positive intent and ability to hold until maturity. These securities are carried at amortized cost.

 

Securities that are obtained and held principally for the purpose of selling them in the near term are classified as trading and are reported at fair value, with unrealized gains and losses included in earnings. Equity securities received upon the exercise of warrants and security distributions from venture capital funds are classified as trading.

 

Securities that could be sold in response to changes in interest rates, increased loan demand, liquidity needs, capital requirements or other similar factors, are classified as securities available for sale. These securities are carried at fair value, with unrealized gains or losses reported in other comprehensive income.

 

In the third quarter, 2001, $99 million of available-for-sale securities having an estimated remaining life of 2 years and a book yield of 7.0% were sold for a gain of $4.6 million. The proceeds were immediately reinvested in the same amount of investment securities having an estimated life of 6 years and a book yield of 6.0%. Unrealized gains on available-for-sale securities at September 30, 2001 were $31.4 million. Also in the quarter, $11.4 million of payments from the restructuring of Finova were received, resulting in the elimination of the book value of the Finova debt previously held plus a $0.3 million gain. In addition, $4.5 million par value of new Finova senior secured notes having a term of 8 years and a coupon rate of 7.5% were received. In October 2001, the $4.5 million Finova debt was sold and a $1,788,000 gain was recognized. Currently, the Company holds no Finova debt.

 

As of September 30, 2001, the Company recorded net unrealized holding gains of $31,444,000 on its available-for-sale portfolio. Accumulated other comprehensive income includes $18,223,000 representing the net unrealized holding gain, net of tax on securities available-for-sale.

 

The amortized cost, gross unrealized gains, gross unrealized losses and fair value of securities at September 30, 2001 and December 31, 2000 were as follows:

 

</TABLE>

<TABLE>

<CAPTION>

 

Gross

Gross

(In Thousands)

Amortized

Unrealized

Unrealized

Fair

September 30, 2001

Cost

Gains

Losses

Value

<S>

<C>

<C>

<C>

<C>

Securities Available for Sale

U.S. Government Agencies

$ 50,594

$ 1,963

$ -

$ 52,557

Mortgage Backed Securities

227,960

3,023

-

230,983

Commercial Mortgage Backed Securities

105,494

6,296

-

111,790

Corporate Notes

87,501

6,494

-

93,995

Collateralized Mortgage Obligations

296,397

10,481

-

306,878

Asset Backed Securities

132,685

3,187

-

135,872

Other Securities

7,100

-

-

7,100

Total

$907,731

$31,444

$ -

$939,175

Trading Account Securities

Equity Issues

$ -

$ -

$ -

$ 20

Total

$ -

$ -

$ -

$ 20

Gross

Gross

(In Thousands)

Amortized

Unrealized

Unrealized

Fair

December 31, 2000

Cost

Gains

Losses

Value

Securities Held to Maturity

U.S. Government Agencies

$ 1,025

$ -

$ (57)

$ 968

Total

$ 1,025

$ -

$ (57)

$ 968

Securities Available for Sale

U.S. Government Agencies

$ 20,854

$ 526

$ -

$ 21,380

Mortgage Backed Securities

93,147

1,350

235

94,262

Commercial Mortgage Backed Securities

69,504

2,898

-

72,402

Corporate Notes

84,975

955

55

85,875

Collateralized Mortgage Obligations

263,287

3,704

290

266,701

Asset Backed Securities

303,221

3,371

1,041

305,551

Other Securities

3,314

5,898

-

9,212

Total

$ 838,302

$ 18,702

$ 1,621

$ 855,383

Trading Account Securities

Equity Issues

$ -

$ -

$ -

$ 4,637

Total

$ -

$ -

$ -

$ 4,637

 

The following table discloses proceeds received and gross gains/(losses) recognized from the sale of available-for-sale securities for the nine month periods ended as indicated (Proceeds do not include amounts representing accrued interest):

 

</TABLE>

<TABLE>

<CAPTION>

(In Thousands)

September 30, 2001

September 30, 2000

<S>

<C>

<C>

Proceeds

$ 114,095

$ 6,762

Gain

5,058

-

Loss

131

104

 

Other Investments

 

As of September 30, 2001, other investments totaled $15.5 million. Included in the balance is $8.6 million of investments in various venture capital funds which in turn invest in technology companies. As of September 30, 2001 undisbursed commitments to invest in these various funds totaled $7.1 million. In addition to seeking an appropriate return from such investments, the Company attempts to use the investments to increase its high technology banking business. Also included in other investments is a 10% equity interest in an aircraft finance trust ("AFT") totaling $6.5 million as of September 30, 2001. AFT owns a number of aircraft, which it leases to different lessees in various countries. Its results may be adversely affected in the future as a result of the September 11 incident. All these partnership interests are accounted for by the equity method. Also included in other investments are investments made by the Bank in corporations responsible for lending activities qualifying under, among other things, the Community Reinvestment Act. These investments are accounted for by the cost method or equity method, as appropriate.

 

Deposits

 

The Company's deposits totaled $1,753.1 million as of September 30, 2001, representing an $78.5 million, or 4.7%, increase from total deposits of $1,674.6 million as of December 31, 2000. The growth for the nine months ended September 30, 2001, was primarily due to increases in time certificates of deposit of $100,000 or more which grew $137.7 million, or 16.7%. This increase was partially offset by decreases totaling $59.2 million in all other deposit categories.

 

As of September 30, 2001 and December 31, 2000, there were no brokered deposits outstanding. The Company believes that the majority of its deposit customers has strong ties to the Bank. Although the Company has a significant amount of time deposits of $100,000 or more having maturities of one year or less, historically, the depositors have generally renewed their deposits upon maturity. Accordingly, the Company believes its deposit source to be stable.

 

The maturity schedule of time certificates of deposit of $100,000 or more, as of September 30, 2001, is as follows:

 

</TABLE>

<TABLE>

<CAPTION>

(IN THOUSANDS)

<S>

<C>

3 Months or Less

$ 484,971

Over 3 Months Through 6 Months

293,540

Over 6 Months Through 12 Months

175,254

Over 12 Months

10,061

Total

$ 963,826

 

Other Borrowings

 

As of September 30, 2001, the Company has two sources of outstanding borrowings.

 

Subordinated debt is comprised of a $40 million public offering issuance of 8.375% subordinated notes due August 1, 2007. Proceeds of $38.7 million, net of underwriting discount of $1.3 million, were received by the Company at date of issuance. The discount is amortized as a yield adjustment over the 10-year life of the notes.

 

The Bank has obtained advances from the Federal Home Loan Bank of San Francisco (the "FHLB") totaling $142.0 million, as of September 30, 2001. The advances are under an existing line of credit whereby the FHLB has granted the Bank an amount equal to 25 percent of its assets.

 

The maturity schedule of outstanding advances as of September 30, 2001 is as follows:

 

</TABLE>

<TABLE>

<CAPTION>

 

(In Thousands)

Amount

Fixed Rate of Interest

<S>

<C>

<C>

Over 3 Months Through 12 Months

$ 15,000

4.71% - 5.61%

Over 1 Year Through 3 Years

118,000

4.33% - 5.25%

Over 3 Years

9,000

5.06%

Total

$ 142,000

4.33% - 5.61%

 

The total outstanding of $142.0 million of advances as of September 30, 2001 has a composite fixed rate of interest of 4.87%.

 

 

Capital Resources

 

As of September 30, 2001, stockholders' equity totaled $212.3 million, an increase of $24.5 million, or 13.1%, from $187.8 million as of December 31, 2000.

 

The detail of the change in stockholders' equity is as follows:

 

</TABLE>

<TABLE>

<CAPTION>

Stockholders' Equity

Amount

(In Thousands)

<S>

<C>

Balance as of December 31, 2000

$ 187,782

Repurchase of Stock

(14,251)

Net Income

25,916

Cash Dividends

(4,201)

Change in Securities Valuation, Net of Tax

8,323

Change in Investment Valuation, Net of Tax

(746)

Stock Issuance (Includes $3,961 of stock options exercised)

4,864

Tax Benefits related to Exercise of Non-qualified stock Options

4,607

Balance as of September 30, 2001

$ 212,294

 

As more fully described in the preceding section entitled Other Investments, the Bank has an investment in an aircraft finance trust ("AFT"). Because AFT holds cash flow derivatives, upon implementation of Statement 133, AFT reflected accumulated other comprehensive loss of $12.9 million, requiring a valuation reserve for the Bank's 10% equity interest. This resulted in the above captioned $746,000 change in investment valuation, net of tax.

 

On December 20, 1999, the Board of Directors authorized a stock repurchase program approving the buy-back of up to $10 million of the Company's stock. As of April 25, 2001, this program was completed. 384,154 shares were repurchased for a total of $10 million at an average cost per share of $26.03.

 

In February 2001, the Board of Directors authorized a stock repurchase program approving the buy-back of up to 500,000 shares of the Company's stock. As of October 11, 2001, 367,529 shares had been repurchased at an average cost of $26.72 per share for a total of $9.8 million under this program.

 

On October 11, 2001, the Board of Directors authorized another stock repurchase program approving the buy-back of up to 300,000 shares of the Company's stock under conditions which allow such repurchases to be accretive to earnings.

 

A "well capitalized" institution is one with capital ratios as shown in the following table. As of September 30, 2001, Tier 1 risk based capital, total risk based and leverage ratios for both the Company and Bank exceeded the "well capitalized" ratio requirements as follows:

 

</TABLE>

<TABLE>

<CAPTION>

Well-Capitalized

September 30,

December 31,

Requirements

2001

2000

GBC Bancorp

<S>

<C>

<C>

<C>

Tier 1 Leverage Ratio

5%

9.08%

8.96%

Tier 1 Risk-Based Capital Ratio

6%

10.92%

10.23%

Total Risk-Based Capital Ratio

10%

14.38%

13.75%

General Bank

Tier 1 Leverage Ratio

5%

9.59%

9.63%

Tier 1 Risk-Based Capital Ratio

6%

11.55%

11.13%

Total Risk-Based Capital Ratio

10%

12.80%

12.26%

 

For the nine months ended September 30, 2001, the ratio of the Company's average stockholders' equity to average assets was 9.66%. For the year ended December 31, 2000, this ratio was 8.12%.

 

 

 

GBC Bancorp Executive Obligation Trust (the "Trust")

 

In the first quarter of 2000, the Company entered into a trust agreement providing for the Trust with Union Bank of California as trustee. As of September 30, 2001, 96,935 shares of Company stock have been issued and transferred to the Trust. Such shares represent the earned deferred compensation of the Company's Chairman.

 

In the consolidated financial statements, the shares held in the Trust are reduced from common stock and included as a separate component of shareholders' equity. As of September 30, 2001, this amount was $2,474,000, representing the cost of the 96,935 shares held in the Trust.

 

 

Liquidity

 

Liquidity measures the ability of the Company to meet fluctuations in deposit levels, to fund its operations and to provide for customers' credit needs. Asset liquidity is provided by cash and short-term financial instruments which include federal funds sold and securities purchased under agreements to resell, unpledged securities held to maturity maturing within one year and unpledged securities available for sale. These sources of liquidity amounted to $747.6 million, or 33.9% of total assets, as of September 30, 2001, compared to $785.0 million, or 39.9% of total assets, as of December 31, 2000.

 

To further supplement its liquidity, the Company has established federal funds lines with correspondent banks and three master repurchase agreements with major brokerage companies. In August, 1992, the Federal Home Loan Bank of San Francisco ("FHLB") granted the Bank a line of credit currently equal to 25 percent of assets with terms up to 360 months. As of September 30, 2001, the Company has $142 million outstanding under this financing. Management believes its liquidity sources to be stable and adequate.

 

As of September 30, 2001, total loans and leases represented 64.1% of total deposits. This compares to 63.0% and 57.9% as of June 30, 2001 and December 31, 2000, respectively.

 

The liquidity of the parent company, GBC Bancorp ("GBC"), is primarily dependent on the payment of cash dividends by its subsidiary companies in general, and General Bank (the "Bank"), in particular, subject to the limitations imposed by the Financial Code of the State of California. For the nine months ended September 30, 2001, the Bank and GBC Venture Capital, Inc. declared cash dividends of $11.4 million and $14.0 million, respectively.

 

 

"GAP" Measurement

 

While no single measure can completely identify the impact of changes in interest rates on net interest income, one gauge of interest rate sensitivity is to measure, over a variety of time periods, contractual differences in the amounts of the Company's rate sensitive assets and rate sensitive liabilities. These differences, or "gaps", provide an indication of the extent that net interest income may be affected by future changes in interest rates. However, these contractual "gaps" do not take into account timing differences between the repricing of assets and the repricing of liabilities.

 

A positive gap exists when rate sensitive assets exceed rate sensitive liabilities and indicates that a greater volume of assets than liabilities will reprice during a given period. This mismatch may enhance earnings in a rising rate environment and may inhibit earnings when rates decline. Conversely, when rate sensitive liabilities exceed rate sensitive assets, referred to as a negative gap, it indicates that a greater volume of liabilities than assets will reprice during the period. In this case, a rising interest rate environment may inhibit earnings and declining rates may enhance earnings.

 

"Gap" reports originated as a means to provide management with a tool to monitor repricing differences, or "gaps", between assets and liabilities repricing in a specified period, based upon their underlying contractual rights. The use of "gap" reports is thus limited to a quantification of the "mismatch" between assets and liabilities repricing within a unique specified timeframe. Contractual "Gap" reports cannot be used to quantify exposure to interest rate changes because they do not take into account timing differences between repricing assets and liabilities, and changes in the amount of prepayments.

 

As of September 30, 2001, there was a cumulative one-year negative "gap" of $612.7 million, compared to a one-year negative gap of $667.8 million as of December 31, 2000.

 

The following table indicates the Company's interest rate sensitivity position as of September 30, 2001, and is based on contractual maturities. It may not be reflective of positions in subsequent periods:

 

</TABLE>

<TABLE>

<CAPTION>

September 30 , 2001

INTEREST SENSITIVITY PERIOD

0 to 90

91 to 365

Over 1 Year

Over

Non-Interest

(In Thousands)

Days

Days

to 5 Years

5 Years

Earning/Bearing

Total

<S>

<C>

<C>

<C>

<C>

<C>

<C>

Earning Assets

Securities Available for Sale

$ 7,879

$ 10,268

$ 133,764

$ 787,264

$ -

$939,175

Trading Account Securities

-

-

-

-

20

20

Federal Funds Sold & Securities

Purchased Under Agreement to Resell

83,000

-

-

-

-

83,000

Loans and Leases (1) (2)

822,326

24,623

133,818

115,335

-

1,096,102

Non-Earning Assets (2)

-

-

-

-

86,584

86,584

Total Earning Assets

$ 913,205

$ 34,891

$ 267,582

$ 902,599

$ 86,604

$2,204,881

Source of Funds for Assets

Deposits:

Demand - N/B

$ -

$ -

$ -

$ -

$ 195,399

$ 195,399

Interest Bearing Demand

343,491

-

-

-

-

343,491

Savings

73,669

-

-

-

-

73,669

TCD'S Under $100,000

91,215

83,699

1,793

-

-

176,707

TCD'S $100,000 and Over

484,971

468,794

10,061

-

-

963,826

Total Deposits

$ 993,346

$ 552,493

$ 11,854

$ -

$ 195,399

$1,753,092

Borrowings from the Federal Home Loan Bank

$ -

$ 15,000

$ 127,000

$ -

$ -

$ 142,000

Subordinated Debt

-

-

-

39,236

-

39,236

Other Liabilities

-

-

-

-

58,259

58,259

Stockholders' Equity

-

-

-

-

212,294

212,294

Total Liabilities and

Stockholders' Equity

$ 993,346

$ 567,493

$ 138,854

$ 39,236

$ 465,952

$2,204,881

Interest Sensitivity Gap

$ (80,141)

$ (532,602)

$ 128,728

$ 863,363

$ (379,348)

Cumulative Interest Sensitivity

Gap

($80,141)

($612,743)

($484,015)

$379,348

-

Gap Ratio (% of Total Assets)

-3.6%

-24.2%

5.8%

39.2%

-17.2%

Cumulative Gap Ratio

-3.6%

-27.8%

-22.0%

17.2%

0.0%

(1) Loans and leases are before unamortized deferred loan fees and allowance for credit losses.

(2) Non-accrual loans are included in non-earning assets.

 

Effective asset/liability management includes maintaining adequate liquidity and minimizing the impact of future interest rate changes on net interest income. The Company attempts to manage its interest rate sensitivity on an on-going basis through the analysis of the repricing characteristics of its loans, securities, and deposits, and managing the estimated net interest income volatility by adjusting the terms of its interest-earning assets and liabilities, and through the use of derivatives as needed.

 

Item 3. Qualitative and Quantitative Disclosures about Market Risk

 

Market risk

 

Market risk is the risk of financial loss arising from adverse changes in market prices and interest rates. The Company's market risk is inherent in its lending and deposit taking activities to the extent of differences in the amounts maturing or degree of repricing sensitivity. Adverse changes in market prices and interest rates may therefore result in diminished earnings and ultimately an erosion of capital.

 

Since the Company's profitability is affected by changes in interest rates, management actively monitors how changes in interest rates may affect earnings and ultimately the underlying market value of equity. Management monitors interest rate exposure through the use of three basic measurement tools in conjunction with established risk limits. These tools are the expected maturity gap report, net interest income volatility and market value of equity volatility reports. The gap report details the expected maturity mismatch or gap between interest earning assets and interest bearing liabilities over a specified timeframe. The expected gap differs from the contractual gap report shown earlier in this section by adjusting contractual maturities for expected prepayments of principal on loans and amortizing securities as well as the projected timing of repricing non-maturity deposits. The following table shows the Company's financial instruments that are sensitive to changes in interest rates categorized by their expected maturity, as of September 30, 2001:

 

</TABLE>

<TABLE>

<CAPTION>

Expected Maturity Date as of September 30, 2001

0 to 90

91 to 365

Over 1 Year

Over

(In Thousands)

Days

Days

to 5 Years

5 Years

Total

<S>

<C>

<C>

<C>

<C>

<C>

Interest-sensitive Assets:

Securities Available for Sale

$ 77,472

$ 260,087

$ 508,472

$ 93,144

$ 939,175

Federal Funds Sold & Securities

Purchased Under Agreements to Resell

83,000

-

-

-

83,000

Loans and Leases (1)

822,326

24,623

133,818

115,335

1,096,102

Total Interest-earning Assets

$ 982,798

$ 284,710

$ 642,290

$ 208,479

$ 2,118,277

Interest-sensitive Liabilities:

Deposits:

Interest Bearing Demand

$ 17,405

$ 52,217

$ 171,515

$ 102,354

$ 343,491

Savings

1,842

5,525

22,101

44,201

73,669

Time Certificates of Deposit

576,186

552,493

11,854

-

1,140,533

Total Deposits

$ 595,433

$ 610,235

$ 205,470

$ 146,555

$ 1,557,693

Borrowing from FHLB

$ -

$ 15,000

$ 127,000

$ -

$ 142,000

Subordinated Debt

-

-

-

39,236

39,236

Total Interest-sensitive Liabilities

$ 595,433

$ 625,235

$ 332,470

$ 185,791

$ 1,738,929

 

  1. Loans and leases are net of non-accrual loans and before unamortized deferred loan fees and allowance for credit losses

 

Expected maturities of assets are contractual maturities adjusted for projected payment based on contractual amortization and unscheduled prepayments of principal as well as repricing frequency. Expected maturities for deposits are based on contractual maturities adjusted for projected rollover rates and changes in pricing for non-maturity deposits. The Company utilizes assumptions supported by documented analysis for the expected maturities of its loans and repricing of its deposits and relies on third party data providers for prepayment projections for amortizing securities. The actual maturities of these instruments could vary significantly if future prepayments and repricing differ from the Company's expectations based on historical experience.

 

The Company uses a computer simulation analysis to attempt to predict changes in the yields earned on assets and the rates paid on liabilities in relation to changes in market interest rates. The net interest income volatility and market value of equity volatility reports measure the exposure of earnings and capital, respectively, to immediate incremental changes in market interest rates as represented by the prime rate change of 100 to 200 basis points. Market value of portfolio equity is defined as the present value of assets minus the present value of liabilities and off balance sheet contracts. The table below shows the estimated impact of changes in interest rates on net interest income and market value of equity as of September 30, 2001:

 

</TABLE>

<TABLE>

<CAPTION>

Net Interest

Market Value of

Change in Interest

Income Volatility

Portfolio Equity Volatility

Rates (Basis Points)

September 30, 2001 (1)

September 30, 2001 (2)

<C>

<C>

<C>

+200

6.15%

-10.26%

+100

3.82%

-4.66%

-100

-6.25%

-0.94%

-200

-14.03%

-3.65%

 

  1. The percentage change in this column represents net interest income of the Company for 12 months in a stable interest rate environment versus the net interest income in the various rate scenarios.
  2. The percentage change in this column represents net portfolio value of the Company in a stable interest rate environment versus the net portfolio value in the various rate scenarios.

 

The Company's primary objective in managing interest rate risk is to minimize the adverse effects of changes in interest rates on earnings and capital. In this regard the Company has established internal risk limits for net interest income volatility given a 100 and 200 basis point decline in rates of 10% and 15% respectively, over a twelve month horizon. Similarly, risk limits have been established for market value of portfolio equity volatility in response to a 100 and 200 basis point increase in rates of 10% and 15%, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART II - OTHER INFORMATION

 

 

 

 

Item 1. LEGAL PROCEEDINGS

 

In the normal course of business, the Company is subject to pending and threatened legal actions. In April of 2001, an adverse verbal ruling was issued with respect to a claim by the Bank against a borrower relating to a non-accrual loan with $3.1 million of principal outstanding as of September 30, 2001. This ruling disallowed the Bank's claim for principal and interest with respect to the loan. The Bank has conferred with its counsel and has appealed the ruling. It is believed that it is reasonably probable that the ruling will be overturned, and no additional charge-offs nor additions to the allowance for credit losses have been provided as a result of the ruling. Management believes that the outcome of other actions where the Company is subject to pending and threatened legal action will not have a material adverse effect on the Company's financial condition or results of operations.

 

 

Item 2. CHANGES IN SECURITIES

 

There have been no changes in the securities of the Registrant during the quarter ended September 30, 2001.

 

 

Item 3. DEFAULT UPON SENIOR SECURITIES

 

This item is not applicable.

 

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

 

No matters were submitted to a vote of security holders during the quarter ended September 30, 2001.

 

 

Item 5. OTHER INFORMATION

 

There are no events to be reported under this item.

 

 

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

a)Exhibits:Exhibit11.(Referencefootnote5ofNotestoConsolidatedFinancialStatements,

PartI,Item1.)

                                                            b) Reports on Form 8-K: None.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART III - SIGNATURES

 

 

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

GBC Bancorp

(Registrant)

 

 

Dated: 13 Nov 2001   /s/     Peter Wu 

Peter Wu, President and

Chief Executive Officer

 

 

 

Dated: 13 November, 2001    /s/        Peter Lowe

Peter Lowe, Executive

Vice President and

Chief Financial Officer

 

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