<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 March 31, 1998
[ ] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended
--------------------------------------
Commission File Number 0-23521
-------------
GREAT PEE DEE BANCORP, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 56-2050592
------------------------------ -----------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
515 MARKET STREET, CHERAW, SC 29520
- --------------------------------------------------------------------------------
(Address of principal executive office)
(803) 537-7656
- --------------------------------------------------------------------------------
(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 May 6, 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.
-1-
<PAGE>
Page No.
--------
Part 1. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
March 31, 1998 and June 30, 1997............... 3
Consolidated Statements of Operations
Three Months and Nine Months Ended March 31,
1998 and 1997.................................. 4
Consolidated Statements of Cash Flows
Nine Months Ended March 31, 1998 and 1997...... 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
-2-
<PAGE>
Part 1. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
- -----------------------------
Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Financial Condition
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31,
1998 June 30,
ASSETS (Unaudited) 1997*
----------- ---------
(In Thousands)
<S> <C> <C>
Cash on hand and in banks $ 101 $ 222
Interest-bearing balances in other banks 7,668 2,720
Federal funds sold 1,700 800
Investment securities held to maturity, at amortized
cost 2,989 1,766
Loans receivable, net 55,699 53,974
Accrued interest receivable 307 239
Premises and equipment, net 177 183
Real estate acquired in settlement of loans 68 10
Stock in the Federal Home Loan Bank, at cost 495 485
Other assets 58 139
------- -------
TOTAL ASSETS $69,262 $60,538
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $37,545 $46,863
Advances from Federal Home Loan Bank 250 2,400
Accrued interest payable 74 106
Advance payments by borrowers for property taxes and
insurance 54 60
Accrued expenses and other liabilities 87 19
------- -------
TOTAL LIABILITIES 38,010 49,448
------- -------
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 (1,710) -
Retained earnings, substantially restricted 11,688 11,090
------- -------
TOTAL STOCKHOLDERS' EQUITY 31,252 11,090
------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $69,262 $60,538
======= =======
</TABLE>
* Derived from audited financial statements
See accompanying notes.
-3-
<PAGE>
Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Operations (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
--------------------- ----------------------
1998 1997 1998 1997
------ ------ ------ ------
(In Thousands Except Per Share Amounts)
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans $ 1,078 $ 1,050 $ 3,215 $ 3,176
Investments 51 32 123 113
Deposits in other banks
and federal funds sold 194 36 326 101
------- ------- ------- -------
TOTAL INTEREST INCOME 1,323 1,118 3,664 3,390
------- ------- ------- -------
INTEREST EXPENSE
Savings deposits 504 602 1,768 1,860
Borrowed funds 15 31 80 79
------- ------- ------- -------
TOTAL INTEREST EXPENSE 519 633 1,848 1,939
------- ------- ------- -------
NET INTEREST INCOME 804 485 1,816 1,451
PROVISION FOR LOAN LOSSES 24 - 39 8
------- ------- ------- -------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 780 485 1,777 1,443
------- ------- ------- -------
OTHER INCOME 7 9 23 25
------- ------- ------- -------
GENERAL AND ADMINISTRATIVE
EXPENSES
Personnel costs 121 82 388 262
Occupancy 13 12 48 35
Deposit insurance premiums 7 7 22 62
SAIF special assessment - - - 312
Other 88 27 373 81
------- ------- ------- -------
TOTAL GENERAL AND
ADMINISTRATIVE EXPENSES 229 128 831 752
------- ------- ------- -------
INCOME BEFORE INCOME TAXES 558 366 969 716
PROVISION FOR INCOME TAXES 217 139 371 272
------- ------- ------- -------
NET INCOME $ 341 $ 227 $ 598 $ 444
======= ======= ======= =======
NET INCOME PER SHARE
Basic $ .17 $ - $ .17 $ -
Assuming dilution .17 - .17 -
</TABLE>
See accompanying notes.
-4-
<PAGE>
Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended
March 31,
-----------------------
1998 1997
---------- ---------
(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 598 $ 444
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 11 13
Provision for loan losses 39 8
Release of ESOP shares 36 -
Contribution of common stock to charitable foundation 200 -
Change in assets and liabilities:
(Increase) decrease in accrued interest receivable (69) 21
Increase (decrease) in accrued interest payable (32) 15
Other 149 48
------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 932 549
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in interest-bearing balances in other banks (4,948) (41)
(Increase) decrease in federal funds sold (900) 100
Purchases of:
Held to maturity investment securities (2,135) (400)
Proceeds from sales, maturities and calls of:
Held to maturity investment securities 912 997
Net increase in loans (1,822) (736)
Purchases of property and equipment (5) (5)
Purchase of stock in FHLB of Atlanta (10) (3)
------- -------
NET CASH USED
BY INVESTING ACTIVITIES (8,908) (88)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposits (1,335) 7
Net decrease in certificate accounts (7,983) (1,887)
Increase (decrease) in FHLB advances (2,150) 1,350
Decrease in advances from borrowers (6) (31)
Net proceeds from issuance of common stock 21,074 -
Loan to ESOP for purchase of common stock (1,745) -
------- -------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES 7,855 (561)
------- -------
NET DECREASE IN
CASH ON HAND AND IN BANKS (121) (100)
CASH ON HAND AND IN BANKS, BEGINNING 222 285
------- -------
CASH ON HAND AND IN BANKS, ENDING $ 101 $ 185
======= =======
</TABLE>
See accompanying notes.
-5-
<PAGE>
Great Pee Dee Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
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
nine month periods ended March 31, 1998 and 1997, 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 and Loan Association of Cheraw ("First Federal" or the
"Bank"). Operating results for the three and nine month periods ended March 31,
1998 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-chartered mutual
savings and loan association to a federally-chartered stock savings association
(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 association. 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.
-6-
<PAGE>
Great Pee Dee Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
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 and Loan
Association 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.
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 nine months ended March 31, 1998
include a charge of $200,000 for this contribution.
NOTE F - NET INCOME PER SHARE
Net income per share is presented for periods subsequent to the closing of the
Company's stock offering on December 31, 1997. Net income per share has been
computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period. In accordance with generally
accepted accounting principles, ESOP shares are only considered outstanding for
earnings per share calculations when they are earned or committed to be
released. The weighted average number of shares outstanding was 2,031,555 for
the three and nine months ended March 31, 1998. No potentially dilutive
securities were outstanding during the three months ended March 31, 1998.
-7-
<PAGE>
Item 2--Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
- -------------
Comparison of Financial Condition at March 31, 1998 and June 30, 1997
The Company's total assets increased by $8.8 million during the nine months
ended March 31, 1998, from $60.5 million at June 30, 1997 to $69.3 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 $37.5 million at March 31, 1998
as compared with $46.9 million at June 30, 1997, a decrease of $9.4 million.
Liquid assets increased from $5.5 million or 9.1% of total assets at June 30,
1997 to $12.5 million or 18% of total assets at March 31, 1998. During the
period, loans receivable increased by $1.7 million while $2.2 million in
advances from the Federal Home Loan Bank of Atlanta was repaid. Total
stockholders' equity was $31.3 million or 45.1% 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 March 31, 1998
and 1997
Net income for the three months ended March 31, 1998 was $341,000, or $.17 per
share, as compared with $227,000 for the three months ended March 31, 1997, an
increase of $114,000. The Company received a significant infusion of capital and
liquidity with the closing of its conversion offering on December 31, 1997, with
substantially all proceeds used either to acquire liquid interest-earning
assets, to fund withdrawals or maturities of interest-bearing customer deposits
or to repay borrowings. As a result, net interest income increased by $319,000
from $485,000 for the three months ended March 31, 1997 to $804,000 for the
three months ended March 31, 1998. This increase in net interest income was
offset somewhat by increases in the provision for loan losses, personnel costs
and other general and administrative expenses of $24,000, $39,000 and $61,000,
respectively. The provision for loan losses for the current quarter was $24,000,
while no such provision was made for the corresponding quarter of the prior
year. Personnel costs increased as a result of staff additions and costs
associated with the Company's ESOP. The increase in other general and
administrative expenses relates principally to outside fees and other costs
incurred in anticipation of growth and expansion of services to customers.
Comparison of Results of Operations for the Nine Months Ended March 31, 1998 and
1997
Net income for the nine months ended March 31, 1998 was $598,000 as compared
with net income of $444,000 for the nine months ended March 31, 1997, an
increase of $154,000. As explained above, $114,000 of this increase was earned
during the quarter ended March 31, 1998. Other factors contributing to the
increase are a charge of $200,000 in December 1997 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 made during the quarter
ended December 31, 1997. Net of income taxes, these two items reduced net income
in the current nine month period by approximately $146,000. 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 nine months ended March 31, 1997 by $197,000.
-8-
<PAGE>
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 March 31, 1998, First Federal's liquidity, as measured for regulatory
purposes, was 28.5%, or $10 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 March 31, 1998, 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 problems potentially affecting hardware, software, networks, processing
platforms, as well as customer and vendor interdependencies. The Company has
developed a plan for identifying, renovating, testing and implementing its
systems for Year 2000 processing and internal control requirements. Based upon
progress to date in carrying out that plan, management believes that the Company
will be Year 2000 compliant on a timely basis. 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.
-9-
<PAGE>
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 association,
and $8.8 million was invested in interest-bearing deposits as of December 31,
1997. 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 at December 31, 1997. During the
quarter ended March 31, 1998, approximately $4.1 million of the liquid assets
into which proceeds had initially been invested was used to fund increases in
loans and investment securities held to maturity of $639,000 and $704,000,
respectively, and to fund deposit decreases and repay borrowings of $1.9 million
and $800,000, respectively.
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 March 31,
1998.
-10-
<PAGE>
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: May 7, 1998 By: /s/ Herbert W. Watts
--------------------
Herbert W. Watts
Chief Executive Officer
Date: May 7, 1998 By: /s/ Johnnie L. Craft
--------------------
Johnnie L. Craft
Chief Financial Officer
-11-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 101
<INT-BEARING-DEPOSITS> 7,668
<FED-FUNDS-SOLD> 1,700
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 0
<INVESTMENTS-CARRYING> 2,989
<INVESTMENTS-MARKET> 2,998
<LOANS> 56,029
<ALLOWANCE> 330
<TOTAL-ASSETS> 69,262
<DEPOSITS> 37,545
<SHORT-TERM> 0
<LIABILITIES-OTHER> 215
<LONG-TERM> 250
38,010
0
<COMMON> 22
<OTHER-SE> 31,230
<TOTAL-LIABILITIES-AND-EQUITY> 69,262
<INTEREST-LOAN> 3,215
<INTEREST-INVEST> 449
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 3,664
<INTEREST-DEPOSIT> 1,768
<INTEREST-EXPENSE> 1,848
<INTEREST-INCOME-NET> 1,816
<LOAN-LOSSES> 39
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 831
<INCOME-PRETAX> 969
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 598
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
<YIELD-ACTUAL> 3.80
<LOANS-NON> 436
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 303
<CHARGE-OFFS> 12
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 330
<ALLOWANCE-DOMESTIC> 270
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 60
</TABLE>
