<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 September 30, 1999
[ ] 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.
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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)
(843) 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
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As of November 3, 1999, 1,972,677 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 l. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
September 30, 1999 and June 30, 1999...................... 3
Consolidated Statements of Operations
Three Months Ended September 30, 1999 and 1998............ 4
Consolidated Statements of Cash Flows
Three Months Ended September 30, 1999 and 1998............ 5
Notes to Consolidated Financial Statements................ 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations.......................... 7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K.................. 10
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Part l. 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>
September 30,
1999 June 30,
ASSETS (Unaudited) 1999*
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(In Thousands)
<S> <C> <C>
Cash on hand and in banks $ 942 $ 857
Interest-bearing balances in other banks 506 726
Investment securities available for sale, at fair value 536 450
Investment securities held to maturity, at amortized cost 4,100 3,621
Loans held for sale 137 525
Loans receivable, net 66,218 64,411
Accrued interest receivable 361 357
Premises and equipment, net 749 740
Stock in the Federal Home Loan Bank, at cost 524 524
Real estate acquired in settlement of loans 33 33
Other assets 307 357
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TOTAL ASSETS $ 74,413 $ 72,601
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 41,413 $ 41,332
Advances from Federal Home Loan Bank 4,200 1,200
Accrued interest payable 50 51
Advance payments by borrowers for property taxes and insurance 76 63
Accrued expenses and other liabilities 123 142
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TOTAL LIABILITIES 45,862 42,788
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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; 2,224,617 shares issued 22 22
Additional paid in capital 21,582 21,530
Unearned compensation (1,825) (1,938)
Retained earnings, substantially restricted 12,052 12,006
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31,831 31,620
Cost of common stock in treasury, 251,940 and
138,664 shares, respectively (3,280) (1,807)
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TOTAL STOCKHOLDERS' EQUITY 28,551 29,813
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 74,413 $ 72,601
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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
September 30,
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1999 1998
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(In Thousands Except
Per Share Amounts)
<S> <C> <C>
INTEREST INCOME
Loans $ 1,213 $ 1,099
Investments 78 64
Deposits in other banks and federal funds sold 22 85
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TOTAL INTEREST INCOME 1,313 1,248
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INTEREST EXPENSE
Savings deposits 503 490
Borrowed funds 41 -
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TOTAL INTEREST EXPENSE 544 490
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NET INTEREST INCOME 769 758
PROVISION FOR LOAN LOSSES - 48
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 769 710
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NON-INTEREST INCOME 23 8
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NON-INTEREST EXPENSES
Personnel costs 249 141
Occupancy 31 20
Deposit insurance premiums 6 6
Other 91 91
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TOTAL NON-INTEREST EXPENSES 377 258
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INCOME BEFORE INCOME TAXES 415 460
PROVISION FOR INCOME TAXES 153 173
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NET INCOME $ 262 $ 287
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NET INCOME PER SHARE
Basic $ .14 $ .14
Assuming dilution .14 .14
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 1,829,860 2,034,492
Assuming dilution 1,839,967 2,034,492
CASH DIVIDEND PER SHARE $ .09 $ .09
</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>
Three Months Ended
September 30,
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1999 1998
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(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 262 $ 287
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 31 12
Provision for loan losses - 48
Release of ESOP shares 37 30
Amortization of stock awards under recognition
and retention plan 83 -
Decrease in loans held for sale 388 -
Change in assets and liabilities:
Increase in accrued interest receivable (4) (28)
Increase (decrease) in accrued interest payable (1) 6
Other 31 86
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 827 441
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of:
Available for sale investment securities (86) -
Held to maturity investment securities (479) (34)
Net increase in loans (1,807) (2,913)
Purchases of property and equipment (40) (178)
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NET CASH USED
BY INVESTING ACTIVITIES (2,412) (3,125)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits 1,676 295
Net increase (decrease) in certificate accounts (1,595) 263
Proceeds from FHLB advances 3,000 -
Increase in advances from borrowers 13 4
Purchase of treasury stock (1,473) (210)
Cash dividends paid (171) (182)
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NET CASH PROVIDED
BY FINANCING ACTIVITIES 1,450 170
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NET DECREASE IN CASH
AND CASH EQUIVALENTS (135) (2,514)
CASH AND CASH EQUIVALENTS, BEGINNING 1,583 6,923
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CASH AND CASH EQUIVALENTS, ENDING $ 1,448 $ 4,409
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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
nine month periods ended September 30, 1999 and 1998, 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 month period ended
September 30, 1999 are not necessarily indicative of the results that may be
expected for the fiscal year ending June 30, 2000.
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 annual report on Form 10-KSB. This
quarterly report should be read in conjunction with such annual report.
NOTE B - NET INCOME PER SHARE
Basic 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.
Diluted net income per share reflects the dilutive effects of unearned
recognition and retention shares and outstanding common stock options.
NOTE C - ACQUISITION OF BRANCH OFFICE
On November 5, 1999, the Company announced the signing of a definitive agreement
by which First Federal will purchase from Coastal Federal Savings Bank its
branch office located in Florence, South Carolina. The Coastal Federal Savings
Bank branch office in Florence has total deposits of approximately $23 million.
The purchase is expected to be completed during the first calendar quarter of
2000, pending regulatory approval and certain other conditions of closing.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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This Quarterly Report on Form 10-QSB may contain certain forward-looking
statements consisting of estimates with respect to the financial condition,
results of operations and business of the Company that are subject to various
factors which could cause actual results to differ materially from these
estimates. These factors include, but are not limited to, general economic
conditions, changes in interest rates, deposit flows, loan demand, real estate
values, and competition; changes in accounting principles, policies, or
guidelines; changes in legislation or regulation; and other economic,
competitive, governmental, regulatory, and technological factors affecting the
Company's operations, pricing, products and services.
Comparison of Financial Condition at September 30, 1999 and June 30, 1999
The Company's total assets increased by $1.8 million during the three months
ended September 30, 1999, from $72.6 million at June 30, 1999 to $74.4 million
at the period end. Substantially all of this asset growth consisted of net loans
receivable, which increased from $64.4 million at June 30, 1999 to $66.2 million
at September 30, 1999. An increase of $3 million in Federal Home Loan Bank
advances, together with cash of $827,000 generated by operations, were the
primary sources for funding of the increase in loans receivable and for stock
repurchases during the quarter. During the quarter ended September 30, 1999, the
Company purchased 113,276 treasury shares at a total cost of approximately $1.5
million. Total stockholders' equity was $28.6 million at September 30, 1999 as
compared with $29.8 million at June 30, 1999, a decrease of $1.3 million which
resulted principally from the purchase of treasury shares. At September 30,
1999, both the Company and the Bank continued to significantly exceed all
applicable regulatory capital requirements.
Comparison of Results of Operations for the Three Months Ended September 30,
1999 and 1998
Net Income. Net income for the quarter ended September 30, 1999 was $262,000, or
$.14 per share, as compared with net income of $287,000, also $.14 per share,
for the three months ended September 30, 1998, a decrease of $25,000. This
decrease resulted principally from the recognition during the current quarter of
costs of $83,000 associated with the Recognition and Retention Plan, offsetting
an increase of $59,000 in net interest income after the provision for loan
losses. The reduction in net income for the quarter did not reduce net income
per share below the level of the prior year's quarter because share repurchases
have resulted in a reduction in the weighted average shares outstanding.
Net Interest Income. Net interest income for the quarter ended September 30,
1999 was $769,000 as compared with $758,000 during the quarter ended September
30, 1998, an increase of $11,000. As a result of a decrease in the Company's
average cost of funds, the net interest margin increased from 2.11% during the
quarter ended September 30, 1998 to 2.51% for the quarter ended September 30,
1999. The effects of this increased margin, however, were largely offset by a
decrease of $3.4 million in the average balance of net interest earning assets
during the current quarter as compared with the corresponding quarter of the
previous year. This decrease in net interest earning assets resulted principally
from the purchase of treasury shares.
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Provision for Loan Losses. There was no provision for loan losses made during
the quarter ended September 30, 1999, as compared with a provision of $48,000
for the quarter ended September 30, 1998. There were no net loan charge-offs
during the quarter ended September 30, 1999. At September 30, 1999, nonaccrual
loans aggregated $204,000 while the allowance for loan losses stood at $444,000.
Non-Interest Expenses. Non-interest expenses increased to $377,000 during the
quarter ended September 30, 1999 as compared with $258,000 for the quarter ended
September 30, 1998, an increase of $119,000. Direct costs of $83,000 relating to
the Company's RRP, adopted and implemented in January of 1999, were the largest
single component of this overall expense increase. In addition, occupancy costs
increased by $11,000, principally as a result of higher costs associated with
the Bank's renovated office facilities and certain costs and expenses related to
the Company's Year 2000 systems upgrades.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 36.9% and 39.8% for the quarters ended September
30, 1999 and 1998, respectively.
Liquidity and Capital Resources
The objective of the Company'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.
The Company'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 4% of its average daily balance of net
withdrawable deposit accounts and borrowings payable in one year or less.
Monetary penalties may be imposed for failure to meet applicable liquidity
requirements. At September 30, 1999, First Federal's liquidity, as measured for
regulatory purposes, was 8.3%, or $2.1 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 September 30, 1999,
First Federal's level of capital substantially exceeded all applicable
requirements.
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Year 2000 Compliance Issues
All levels of the Company's management and its Board of Directors are aware of
the issues presented by the Year 2000 century change and the serious effects it
may have on the Company and its customers. In May 1997, the Federal Financial
Institutions Examination Council ("FFIEC") issued an Interagency Statement,
"Year 2000 Project Management Awareness", to emphasize the critical issues that
need to be addressed to implement an effective Year 2000 project management
plan. The FFIEC Statement identifies five phases of the Year 2000 project
management process. The Company has formed a Year 2000 project team, consisting
of senior officers within the Company's operations, information systems,
financial and management areas, to ensure that the Company will be Year 2000
compliant. Although the Company relies entirely upon outside vendors and service
providers for its computer hardware and software and its security and
communications equipment, all date sensitive systems are being evaluated for
Year 2000 compliance. During 1998, the Company completed upgrading and testing
of systems that have been identified as critical to conducting its banking
business. Testing of systems with lower priorities was completed in early 1999.
The Company has also developed contingency plans for its computer processes,
including the use of alternative systems and the manual processing of certain
critical operations. In addition, the Company is undertaking efforts to ensure
that significant vendor and customer relationships are or will be Year 2000
compliant. There can be no guarantee that the systems of other entities on which
the Company either directly or indirectly relies will be timely converted, or
that a failure to convert by another entity, or a conversion that is
incompatible with the Company's systems, would not have a material adverse
effect on the Company in future periods. However, the Company's management
believes that all of its systems will be verified Year 2000 compliant. The
Company estimates that its total Year 2000 compliance costs will aggregate
approximately $175,000, including capital expenditures of approximately $141,000
and other expenses of approximately $34,000 that have been or will be charged to
operations. In addition to the estimated costs of its Year 2000 compliance, the
Company routinely makes annual investments in technology in its efforts to
improve customer service and to efficiently manage its product and service
delivery systems.
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Part II. OTHER INFORMATION
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
September 30, 1999.
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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: November 9 1999 By: /s/ Herbert W. Watts
-----------------------------------
Herbert W. Watts
Chief Executive Officer
Date: November 9 1999 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> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 942
<INT-BEARING-DEPOSITS> 506
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 536
<INVESTMENTS-CARRYING> 4,100
<INVESTMENTS-MARKET> 4,019
<LOANS> 66,799
<ALLOWANCE> 444
<TOTAL-ASSETS> 74,413
<DEPOSITS> 41,413
<SHORT-TERM> 0
<LIABILITIES-OTHER> 249
<LONG-TERM> 4,200
0
0
<COMMON> 22
<OTHER-SE> 28,529
<TOTAL-LIABILITIES-AND-EQUITY> 74,413
<INTEREST-LOAN> 1,213
<INTEREST-INVEST> 78
<INTEREST-OTHER> 22
<INTEREST-TOTAL> 1,313
<INTEREST-DEPOSIT> 503
<INTEREST-EXPENSE> 544
<INTEREST-INCOME-NET> 769
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 377
<INCOME-PRETAX> 415
<INCOME-PRE-EXTRAORDINARY> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 262
<EPS-BASIC> 0.14
<EPS-DILUTED> 0.14
<YIELD-ACTUAL> 4.31
<LOANS-NON> 204
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 260
<ALLOWANCE-OPEN> 444
<CHARGE-OFFS> 0
<RECOVERIES> 0
<ALLOWANCE-CLOSE> 444
<ALLOWANCE-DOMESTIC> 334
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 110
</TABLE>
