<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
[ X ] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 1997
[ ] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended
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Commission File Number 0-23521
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GREAT PEE DEE BANCORP, INC.
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(Exact name of small business issuer as specified in its charter)
DELAWARE 56-2050592
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
515 MARKET STREET, CHERAW, SC 29520
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(Address of principal executive office)
(803) 537-7656
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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
--- ---
As of February 4, 1998, 2,202,125 shares of the issuer's common stock, $.01 par
value, were outstanding. The registrant has no other classes of securities
outstanding.
This report contains 11 pages.
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Page No.
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Part 1. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Statements of Financial Condition
December 31, 1997 and June 30, 1997........................... 3
Consolidated Statements of Operations
Three Months and Six Months Ended December 31, 1997 and 1996.. 4
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1997 and 1996................... 5
Notes to Financial Statements................................. 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS............................................ 8
Part II. OTHER INFORMATION
Item 2. Use of Proceeds From Registered Securities............ 10
Item 6. Exhibits and Reports on Form 8-K...................... 10
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PART 1. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
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<TABLE>
<CAPTION>
December 31,
1997 June 30,
ASSETS (Unaudited) 1997 *
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(In Thousands)
<S> <C> <C>
Cash on hand and in banks $ 122 $ 222
Interest-bearing balances in other banks 11,452 2,720
Federal funds sold 2,000 800
Investment securities held to maturity, at amortized cost 2,360 1,766
Loans receivable, net 55,095 53,974
Accrued interest receivable 275 239
Premises and equipment, net 180 183
Real estate acquired in settlement of loans 16 10
Stock in the Federal Home Loan Bank, at cost 485 485
Other assets 72 139
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TOTAL ASSETS $72,057 $60,538
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $39,490 $46,863
Advances from Federal Home Loan Bank 1,150 2,400
Accrued interest payable 74 106
Advance payments by borrowers for property taxes and insurance 48 60
Accrued expenses and other liabilities 419 19
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TOTAL LIABILITIES 41,181 49,448
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STOCKHOLDERS' EQUITY
Preferred stock, no par value, 400,000 shares
authorized, no shares issued and outstanding - -
Common stock, $.01 par value, 3,600,000
shares authorized; 2,202,125 shares
issued and outstanding 22 -
Additional paid in capital 21,252 -
ESOP loan receivable (1,745) -
Retained earnings, substantially restricted 11,347 11,090
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TOTAL STOCKHOLDERS' EQUITY 30,876 11,090
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $72,057 $60,538
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</TABLE>
* Derived from audited financial statements
See accompanying notes.
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
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1997 1996 1997 1996
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(In Thousands)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $1,080 $1,076 $2,137 $2,126
Investments 36 39 72 81
Deposits in other banks and federal funds sold 86 31 133 65
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TOTAL INTEREST INCOME 1,202 1,146 2,342 2,272
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INTEREST EXPENSE
Savings deposits 640 622 1,264 1,258
Borrowed funds 28 28 65 48
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TOTAL INTEREST EXPENSE 668 650 1,329 1,306
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NET INTEREST INCOME 534 496 1,013 966
PROVISION FOR LOAN LOSSES 15 8 15 8
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 519 488 998 958
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OTHER INCOME 6 8 16 16
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GENERAL AND ADMINISTRATIVE EXPENSES
Personnel costs 173 106 266 180
Occupancy 25 13 36 23
Deposit insurance premiums 7 27 15 55
SAIF special assessment - - - 312
Other 244 26 285 54
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TOTAL GENERAL AND
ADMINISTRATIVE EXPENSES 449 172 602 624
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INCOME BEFORE INCOME TAXES 76 324 412 350
PROVISION FOR INCOME TAXES 30 123 154 133
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NET INCOME $ 46 $ 201 $ 258 $ 217
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</TABLE>
See accompanying notes.
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
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<TABLE>
<CAPTION>
Six Months Ended
December 31,
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1997 1996
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(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 258 $ 217
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 8 9
Provision for loan losses 15 8
Change in assets and liabilities:
Decrease in accrued interest receivable 36 -
Increase (decrease) in accrued interest payable (32) 15
Other 595 149
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 880 398
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CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing balances in other banks (8,732) 138
(Increase) decrease in federal funds sold (1,200) 300
Purchases of:
Held to maturity investment securities (600) -
Proceeds from sales, maturities and calls of:
Held to maturity investment securities 6 222
Net increase in loans (1,143) (169)
Purchases of property and equipment (4) (5)
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NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES (11,673) 486
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CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in demand deposits (1,259) (340)
Net decrease in certificate accounts (6,114) (1,769)
Increase (decrease) in FHLB advances (1,250) 1,250
Decrease in advances from borrowers (13) (37)
Net proceeds from issuance of common stock 21,074 -
Loan to ESOP for purchase of common stock (1,745) -
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NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 10,693 (896)
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NET DECREASE IN
CASH ON HAND AND IN BANKS (100) (12)
CASH ON HAND AND IN BANKS, BEGINNING 222 285
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CASH ON HAND AND IN BANKS, ENDING $ 122 $ 273
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</TABLE>
See accompanying notes.
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE A - BASIS OF PRESENTATION
In management's opinion, the financial information, which is unaudited, reflects
all adjustments (consisting solely of normal recurring adjustments) necessary
for a fair presentation of the financial information as of and for the three and
six month periods ended December 31, 1997 and 1996, in conformity with generally
accepted accounting principles. The financial statements include the accounts of
Great Pee Dee Bancorp, Inc. (the "Company") and its wholly-owned subsidiary,
First Federal Savings Bank, Inc. ("First Federal" or the "Bank"). Operating
results for the three and six month periods ended December 31, 1997 are not
necessarily indicative of the results that may be expected for the fiscal year
ending June 30, 1998.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the financial
statements filed as part of the Company's registration statement on Form SB-2.
This quarterly report should be read in conjunction with such annual report.
NOTE B PLAN OF CONVERSION
On July 14, 1997, the Board of Directors of the Bank adopted a Plan of Holding
Company Conversion whereby the Bank converted from a federally charted mutual
savings and loan association to a South Carolina-chartered stock savings bank
(the "Bank") and became a wholly-owned subsidiary of Great Pee Dee Bancorp, Inc.
(the "Company" or "Holding Company"), a holding company formed in connection
with the conversion. On December 31, 1997, First Federal completed its
conversion from a federally-chartered mutual savings and loan association to a
federally-chartered stock savings bank. The conversion occurred through the sale
of 2,182,125 shares of common stock ($.01 par value) of Great Pee Dee Bancorp,
Inc. Total proceeds of $21,821,250 were reduced by conversion expenses of
$746,869. Great Pee Dee Bancorp, Inc. paid $10,550,000 to First Federal in
exchange for the common stock of First Federal issued in the conversion, and
retained the balance of the net conversion proceeds. The transaction was
recorded as an "as-if" pooling with assets and liabilities recorded at
historical cost.
At the time of conversion, the Bank established a liquidation account in an
amount equal to its net worth as reflected in its latest statement of financial
condition used in its final conversion prospectus. The liquidation account will
be maintained for the benefit of eligible deposit account holders who continue
to maintain their deposit accounts in the Bank after conversion. Only in the
event of a complete liquidation will each eligible deposit account holder be
entitled to receive a subaccount balance for deposit accounts then held before
any liquidation distribution may be made with respect to common stock. Dividends
paid by the Bank subsequent to the conversion cannot be paid from this
liquidation account.
The Bank may not declare or pay a cash dividend on or repurchase any of its
common stock if its net worth would thereby be reduced below either the
aggregate amount then required for the liquidation account or the minimum
regulatory capital requirements imposed by federal and state regulations.
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GREAT PEE DEE BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE C - FDIC SPECIAL ASSESSMENT
On September 30, 1996, a comprehensive continuing appropriations bill which
provided for a one-time assessment to recapitalize the SAIF was signed into law.
This special assessment, which was imposed on all SAIF-insured institutions,
amounted to $312,000 for First Federal and was charged against earnings during
the quarter ended September 30, 1996.
NOTE D EMPLOYEE STOCK OWNERSHIP PLAN
In the mutual to stock conversion, the First Federal Savings Bank, Inc. Employee
Stock Ownership Plan (the "ESOP") purchased 174,570 shares of the common stock
of Great Pee Dee Bancorp, Inc. sold in the public offering at a total cost of
$1,745,700. The ESOP executed a note payable to Great Pee Dee Bancorp, Inc. for
the full price of the shares purchased. A contribution to the ESOP of $32,000 is
included in personnel costs for the quarter and six months ended December 31,
1997.
NOTE E CHARITABLE FOUNDATION
In connection with conversion, the Holding Company formed a charitable
foundation to which it contributed 20,000 shares of its common stock. Other
general and administrative expenses for the quarter and six months ended
December 31, 1997 include a charge of $200,000 for this contribution.
NOTE F - PER SHARE DATA
Since the Company became stockholder owned on December 31, 1997, per share
operating results for the three and six month periods then ended is not
considered to be meaningful and therefore is not presented.
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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS OF OPERATIONS
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COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 1997 AND JUNE 30, 1996
The Company's total assets increased by $11.6 million during the six months
ended December 31, 1997, from $60.5 million at June 30, 1997 to $72.1 million at
period end. The growth in assets was almost entirely attributable to the sale,
on December 31, 1997, of 2,182,125 shares of the Company's common stock,
generating net cash proceeds of $21.1 million. Of this amount, $1.7 million was
used to fund a loan to the Bank's Employee Stock Ownership Plan ("ESOP"), while
$6.8 million represented conversion of customer deposit accounts which were used
to purchase shares. Deposit accounts aggregated $39.5 million at December 31,
1997 as compared with $46.9 million at June 30, 1997, a decrease of $7.4
million. Liquid assets increased from $5.5 million or 9.1% of total assets at
June 30, 1997 to $15.9 million or 22.1% of total assets at December 31, 1997.
During the period, loans receivable increased by $1.2 million while $1.2 million
in advances from the Federal Home Loan Bank of Atlanta was repaid. Total
stockholders' equity was $30.9 million or 42.8% of total assets as the Company
and its Bank subsidiary substantially exceeded all regulatory capital
requirements.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED DECEMBER 31, 1997
AND 1996
Net income for the three months ended December 31, 1997 was $46,000 as compared
with net income of $201,000 for the three months ended December 31, 1996, a
decrease of $155,000. The infusion of capital and liquidity from the sale of the
Company's common stock occurred late in the period, and consequently did not
significantly impact the net interest margin for the current quarter as compared
with the corresponding quarter of the prior year. The primary factors
contributing to the reduction in net income for the current quarter were the
charge of $200,000 resulting from the contribution of 20,000 shares of the
Company's common stock to a charitable foundation, and a provision of $32,000
for ESOP expense. Net of taxes, these two items reduced net income in the
current quarter by approximately $146,000.
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
AND 1996
Net income for the six months ended December 31, 1997 was $258,000 as compared
with net income of $217,000 for the six months ended December 31, 1996, a
increase of $41,000. While net income for the first six months of the current
fiscal year was reduced by approximately $146,000 as a result of the charitable
contribution and ESOP expense discussed above, net income for the corresponding
period of the prior fiscal year was even more significantly impacted by the
special insurance assessment which was imposed, as of September 30, 1996, on all
SAIF-insured institutions. First Federal's assessment was $312,000. Net of an
income tax benefit of $115,000, this special assessment reduced net income for
the six months ended December 31, 1997 by $197,000.
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LIQUIDITY AND CAPITAL RESOURCES
The objective of First Federal's liquidity management is to ensure the
availability of sufficient cash flows to meet all financial commitments and to
capitalize on opportunities for expansion. Liquidity management addresses First
Federal's ability to meet deposit withdrawals on demand or at contractual
maturity, to repay borrowings as they mature, and to fund new loans and
investments as opportunities arise.
First Federal's primary sources of internally generated funds are principal and
interest payments on loans receivable and cash flows generated from operations.
External sources of funds include increases in deposits and advances from the
FHLB of Atlanta.
First Federal is required under applicable federal regulations to maintain
specified levels of "liquid" investments in qualifying types of United States
Government, federal agency and other investments having maturities of five years
or less. Current OTS regulations require that a savings association maintain
liquid assets of not less than 5% of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less, of
which short-term liquid assets must consist of not less than 1%. Monetary
penalties may be imposed for failure to meet applicable liquidity requirements.
At December 31, 1997, First Federal's liquidity, as measured for regulatory
purposes, was 18.1%, or $13.1 million in excess of the minimum OTS requirement.
First Federal is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on First
Federal's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, First Federal must meet
specific capital guidelines that involve quantitative measures of First
Federal's assets, liabilities, and certain off-balance sheet items as calculated
under regulatory accounting practices. First Federal's capital amounts and
classifications are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors. At December 31, 1997,
First Federal's level of capital substantially exceeded all applicable
requirements.
THE YEAR 2000
At the turn of the century, computer-based information systems will be faced
with the problems potentially affecting hardware, software, networks, processing
platforms, as well as customer and vendor interdependencies. The Company has
established a committee and is in the process of assessing the effect of Year
2000 on the Bank's operating plans and systems. The Company is developing a plan
for identifying, renovating, testing and implementing its systems for Year 2000
processing and internal control requirements. The cost for becoming Year 2000
compliant has not been determined; however, management feels it will not be
material to the Company's financial statements.
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PART II. OTHER INFORMATION
ITEM 2. USE OF PROCEEDS FROM REGISTERED SECURITIES
The Company's initial registration statement (No. 333-36489) on Form SB-2 was
declared effective on November 12, 1997. The offering commenced on November 12,
1997 and expired on December 18, 1997. Trident Securities, Inc. was the
managing underwriter in the offering. The sale in the offering of 2,182,125 of
the Company's $.01 par value common shares closed on December 31, 1997 for gross
proceeds of $21.8 million. Net of offering costs and expenses of $747,000, the
offering generated net proceeds of $21.1 million. Of such proceeds, $1.7
million was in the form of a loan to the Company's bank subsidiary's ESOP for
the purchase by the ESOP of 174,570 common shares in the offering, $10.6 million
was paid to the Company's bank subsidiary in exchange for the common stock of
the bank subsidiary issued in its conversion from a federally-chartered mutual
savings and loan association to a federally-chartered stock savings bank, and
$8.8 million was invested in interest-bearing deposits. Of the $10.6 million
paid to the Company's bank subsidiary, $6.8 million was used to fund deposit
withdrawals of customers who used such funds to purchase shares in the Company's
offering, $1.3 million was used to fund the repayment of borrowings, and $2.5
million was invested in federal funds sold and interest-bearing deposits in
other banks.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
(27) Financial data schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
December 31, 1997.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GREAT PEE DEE BANCORP, INC.
Date: February 4, 1998 By: /s/ Herbert W. Watts
-------------------------------------
Herbert W. Watts
Chief Executive Officer
Date: February 4, 1998 By: /s/ Johnnie L. Craft
-------------------------------------
Johnnie L. Craft
Chief Financial Officer
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 122
<INT-BEARING-DEPOSITS> 11,452
<FED-FUNDS-SOLD> 2,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 2,360
<INVESTMENTS-MARKET> 2,351
<LOANS> 55,413
<ALLOWANCE> 318
<TOTAL-ASSETS> 72,057
<DEPOSITS> 39,490
<SHORT-TERM> 1,100
<LIABILITIES-OTHER> 541
<LONG-TERM> 50
0
0
<COMMON> 22
<OTHER-SE> 30,854
<TOTAL-LIABILITIES-AND-EQUITY> 72,057
<INTEREST-LOAN> 2,137
<INTEREST-INVEST> 72
<INTEREST-OTHER> 133
<INTEREST-TOTAL> 2,342
<INTEREST-DEPOSIT> 1,264
<INTEREST-EXPENSE> 1,329
<INTEREST-INCOME-NET> 1,013
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 602
<INCOME-PRETAX> 412
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 258
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<YIELD-ACTUAL> 3.38
<LOANS-NON> 310
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 45
<ALLOWANCE-OPEN> 303
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 318
<ALLOWANCE-DOMESTIC> 252
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 66
</TABLE>
