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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, 2000
[ ] Transition Report Under Section 13
or 15(d) of the Exchange Act
For the transition period ended ______________
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)
(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 6, 2000, 1,686,818 shares of the issuer's common stock, $.01 par
value, were outstanding. The registrant has no other classes of securities
outstanding.
This report contains 10 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, 2000 and June 30, 2000............................................. 3
Consolidated Statements of Operations
Three Months Ended September 30, 2000 and 1999................................... 4
Consolidated Statements of Cash Flows
Three Months Ended September 30, 2000 and 1999................................... 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......................................... 9
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Part l. Financial Information
Item 1 - Financial Statements
Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Financial Condition
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September 30,
2000 June 30,
(Unaudited) 2000*
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ASSETS (In Thousands)
Cash on hand and in banks $ 1,366 $ 489
Interest-earning balances in other banks 7,329 6,215
Federal funds sold 131 2,427
Investment securities available for sale, at fair value 419 405
Investment securities held to maturity, at amortized cost 5,511 4,712
Loans receivable, net 86,720 84,758
Loans held for sale 551 155
Accrued interest receivable 696 549
Premises and equipment, net 1,072 1,103
Stock in the Federal Home Loan Bank, at cost 573 573
Foreclosed real estate 6 22
Deposit premium and other intangible asset, net 1,943 2,010
Other assets 375 424
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TOTAL ASSETS $ 106,692 $ 103,842
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 73,699 $ 70,254
Advances from Federal Home Loan Bank 7,000 7,000
Accrued interest payable 87 172
Advance payments by borrowers for property taxes and insurance 145 97
Accrued expenses and other liabilities 217 53
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TOTAL LIABILITIES 81,148 77,576
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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 21,658 21,549
Unearned compensation (1,501) (1,571)
Retained earnings, substantially restricted 12,059 12,134
Accumulated other comprehensive loss (50) (60)
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32,188 32,074
Cost of common stock in treasury, 537,799 and
454,406 shares, respectively (6,644) (5,808)
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TOTAL STOCKHOLDERS' EQUITY 25,544 26,266
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 106,692 $ 103,842
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* 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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Three Months Ended
September 30,
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2000 1999
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(In Thousands Except
Per Share Amounts)
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INTEREST INCOME
Loans $ 1,666 $ 1,213
Investments 105 78
Deposits in other banks and federal funds sold 126 22
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TOTAL INTEREST INCOME 1,897 1,313
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INTEREST EXPENSE
Savings deposits 956 503
Borrowed funds 122 41
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TOTAL INTEREST EXPENSE 1,078 544
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NET INTEREST INCOME 819 769
PROVISION FOR LOAN LOSSES - -
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 819 769
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NON-INTEREST INCOME 105 23
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NON-INTEREST EXPENSES
Personnel costs 316 249
Occupancy 75 31
Other 230 97
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TOTAL NON-INTEREST EXPENSES 621 377
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INCOME BEFORE INCOME TAXES 303 415
PROVISION FOR INCOME TAXES 113 153
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NET INCOME $ 190 $ 262
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NET INCOME PER SHARE
Basic $ 0.12 $ 0.14
Assuming dilution 0.12 0.14
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 1,542,897 1,829,860
Assuming dilution 1,542,897 1,839,967
CASH DIVIDEND PAID PER SHARE $ 0.10 $ 0.09
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See accompanying notes.
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Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
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Three Months Ended
September 30,
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2000 1999
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(In Thousands)
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 190 $ 262
Adjustments to reconcile net income to net cash provided
(used) by operating activities:
Depreciation and amortization 105 31
Release of ESOP shares 35 37
Amortization of stock awards under recognition
and retention plan 38 83
Treasury stock issued as compensation 12 -
(Increase) decrease in loans held for sale (396) 388
Change in assets and liabilities:
Increase in accrued interest receivable (147) (4)
Decrease in accrued interest payable (85) (1)
Other 207 31
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NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (41) 827
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of:
Available for sale investment securities - (86)
Held to maturity investment securities (799) (479)
Net increase in loans (1,962) (1,807)
Purchases of property and equipment (6) (40)
Other 16 -
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NET CASH USED BY
INVESTING ACTIVITIES (2,751) (2,412)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts 3,445 81
Proceeds from FHLB advances - 3,000
Increase in advances from borrowers 48 13
Purchase of treasury stock (848) (1,473)
Cash dividends paid (158) (171)
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NET CASH PROVIDED
BY FINANCING ACTIVITIES 2,487 1,450
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NET DECREASE IN CASH
AND CASH EQUIVALENTS (305) (135)
CASH AND CASH EQUIVALENTS, BEGINNING 9,131 1,583
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CASH AND CASH EQUIVALENTS, ENDING $ 8,826 $ 1,448
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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, 2000 and 1999, 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, 2000 are not necessarily indicative of the results that may be
expected for the fiscal year ending June 30, 2001.
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.
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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, 2000 and June 30, 2000
The Company's total assets increased by $2.9 million during the three months
ended September 30, 2000, from $103.8 million at June 30, 2000 to $106.7 million
at the period end. This growth was fueled by an increase of $3.4 million in
customer deposits - funding that was used principally to provide for loan growth
of $2.4 million. In addition, during the three months ended September 30, 2000,
the Company purchased 84,528 treasury shares at a total cost of approximately
$848,000. Total stockholders' equity was $25.5 million at September 30, 2000 as
compared with $26.2 million at June 30, 2000, a decrease of $722,000 that
resulted principally from the purchase of treasury shares. At September 30,
2000, the Bank continued to significantly exceed all applicable regulatory
capital requirements.
Comparison of Results of Operations for the Three Months Ended September 30,
2000 and 1999
Net Income. Net income for the quarter ended September 30, 2000 was $190,000, or
$.12 per share, as compared with net income of $262,000, or $.14 per share, for
the three months ended September 30, 1999, a net income decrease of $72,000.
Because of significant purchases of treasury shares throughout the year since
September 30, 1999, the weighted average number of common shares outstanding
during the current quarter was approximately 287,000 less than during
corresponding quarter of the prior year. As a result, total net income decreased
by 27%, while net income per share decreased by only 14%.
Net income was most significantly impacted during the current quarter by the
effects of the acquisition on March 3, 2000 of a full service branch in
Florence, South Carolina. During the three months ended September 30, 1999 the
Company operated a single branch in Cheraw, South Carolina. In addition,
interest rates have increased during the past year. Since the Company's costs of
funds generally increase more quickly than its yields on assets during periods
of rising interest rates, the Company's net interest income has been negatively
impacted.
Net Interest Income. Net interest income for the quarter ended September 30,
2000 was $819,000 as compared with $769,000 during the quarter ended September
30, 1999, an increase of $50,000. This overall increase in net interest income
arises principally as a result of growth generated both internally and through
acquisition of the Florence branch. However, principally as a result of rising
interest rates, the interest rate spread was 2.14% during the quarter ended
September 30, 2000 as compared with to 2.46% for the quarter ended September 30,
1999. In addition, principally as a result of treasury stock purchases during
the past twelve months and the increase in non-interest-earning assets
associated with the acquisition of the new branch, Company's average balance of
net interest earning assets
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(average interest earning assets minus average interest bearing liabilities) was
$6.1 million lower during the current quarter.
Provision for Loan Losses. There were no provision for loan losses made during
the quarters ending September 30, 2000 and September 30, 1999. There were no net
loan charge-offs during the quarter ended September 30, 1999 and net charge-offs
of $16,000 during the quarter ended September 30, 2000. At September 30, 2000,
nonaccrual loans aggregated $213,000 while the allowance for loan losses stood
at $539,000.
Non-Interest Expenses. Non-interest expenses increased to $621,000 during the
quarter ended September 30, 2000 as compared with $377,000 for the quarter ended
September 30, 1999, an increase of $244,000. The 65% increase in non-interest
expense is primarily due to the addition of the full service branch in Florence,
South Carolina in March 2000. Personnel costs have increased from $249,000 to
$316,000, while occupancy expenses have more than doubled. Other non-interest
expenses have increased by $133.000, and during the current quarter include
amortization of intangibles associated with the new branch of $68,000.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 37.3% and 36.9% for the quarters ended September
30, 2000 and 1999, 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, 2000, First Federal's liquidity, as measured for
regulatory purposes, was 16.8%, or $10.4 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, 2000,
First Federal's level of capital substantially exceeded all applicable
requirements.
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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, 2000.
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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 7, 2000 By: /s/ Herbert W. Watts
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Herbert W. Watts
Chief Executive Officer
Date: November 7, 2000 By: /s/ Johnnie L. Craft
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Johnnie L. Craft
Chief Financial Officer
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