U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
X Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
---- of 1934
For the quarterly period ended June 30, 2000
Transition report under Section 13 or 15(d) of the Exchange Act
----
For the transition period from __________ to ____________
Commission file number 333-44161
-----------
PSB BANCGROUP, INC.
---------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Florida 59-3454146
------------------------- --------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
500 South First Street
Lake City, Florida 32025
--------------------------------------
(Address of Principal Executive Offices)
(904) 754-0002
----------------------------------------------
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act 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
----
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date;
Common stock, par value $.01 per share 515,784 shares
-------------------------------------- ----------------------------
(class) Outstanding at July 13, 2000
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
Condensed Consolidated Balance Sheets -
At June 30, 2000 (Unaudited) and At December 31, 1999..................2
Condensed Consolidated Statements of Operations (Unaudited) -
Three and Six Months ended June 30, 2000 and 1999......................3
Condensed Consolidated Statement of Changes in Stockholders"
Equity (Unaudited) - Six Months Ended June 30, 2000....................4
Condensed Consolidated Statements of Cash Flows (Unaudited) -
Six Months Ended June 30, 2000 and 1999................................5
Notes to Condensed Consolidated Financial Statements (Unaudited).........6
Review by Independent Certified Public Accountants.......................7
Report on Review by Independent Certified Public Accountants.............8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................9-10
Item 3. Quantitative and Qualitative Disclosure about Market Risk.........11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................11
Item 4. Submission of Matters to a Vote of Security Holders..............12
Item 6. Exhibits and Reports on Form 8-K.................................13
SIGNATURES...................................................................14
1
<PAGE>
<TABLE>
PSB BANCGROUP, INC. AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
June 30, December 31,
Assets 2000 1999
---- ----
(unaudited)
<S> <C> <C>
Cash and due from banks $ 818,166 929,837
Interest-bearing deposits with banks 11,049 145,833
Federal funds sold 229,000 2,182,000
---------- ----------
Total cash and cash equivalents 1,058,215 3,257,670
Securities available for sale 2,804,868 1,475,027
Securities held to maturity 500,000 1,000,000
Loans receivable, net of allowance for loan losses of $90,514 in
2000 and $42,382 in 1999 7,222,671 4,235,120
Accrued interest receivable 106,704 79,439
Premises and equipment, net 1,305,010 366,500
Federal Home Loan Bank stock, at cost 14,400 9,400
Deferred income taxes 361,966 250,095
Other assets 137,043 122,990
---------- ----------
Total assets $ 13,510,877 10,796,241
========== ==========
Liabilities and Stockholders' Equity
Liabilities:
Noninterest-bearing demand deposits 1,139,604 907,021
Savings, NOW and money-market deposits 2,019,373 2,267,127
Time deposits 6,212,148 3,386,261
---------- ----------
Total deposits 9,371,125 6,560,409
Accrued interest payable and other liabilities 133,423 58,562
---------- ----------
Total liabilities 9,504,548 6,618,971
---------- ----------
Stockholders' equity:
Preferred stock - -
Common stock 5,152 5,145
Additional paid-in capital 4,594,454 4,587,657
Accumulated deficit (576,749) (404,244)
Accumulated other comprehensive income (loss) (16,528) (11,288)
---------- ----------
Total stockholders' equity 4,006,329 4,177,270
---------- ----------
Total liabilities and stockholders' equity $ 13,510,877 10,796,241
========== ==========
See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
2
<PAGE>
<TABLE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Operations (Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $ 153,933 7,545 267,520 7,545
Securities 46,347 506 84,725 506
Other interest-earning assets 18,481 45,445 53,495 97,834
------- ------- ------- -------
Total interest income 218,761 53,496 405,740 105,885
------- ------- ------- -------
Interest expense:
Deposits 97,264 6,120 170,843 6,120
Borrowings - 4,342 - 12,071
------- ------- ------- -------
Total interest expense 97,264 10,462 170,843 18,191
------- ------- ------- -------
Net interest income 121,497 43,034 234,897 87,694
Provision for loan losses 35,088 5,472 48,132 5,472
------- -------- ------- -------
Net interest income after provision
for loan losses 86,409 37,562 186,765 82,222
------- -------- ------- -------
Noninterest income-
Service charges on deposit accounts and
other fees 18,997 849 36,161 849
------- --------- ------- -------
Noninterest expense:
Salaries and employee benefits 99,265 100,042 186,748 149,605
Occupancy expense 46,139 19,214 83,553 23,453
Professional fees 30,415 14,860 39,935 15,400
Data processing 23,504 18,111 45,679 18,111
Litigation expense - - 89,382 -
Other 31,622 17,698 58,844 29,452
------- ------- ------- -------
Total other expense 230,945 169,925 504,141 236,021
------- ------- ------- -------
Loss before income tax benefit (125,539) (131,514) (281,215) (152,950)
Income tax benefit (49,335) (49,318) (108,710) (57,315)
------- ------- ------- -------
Net loss $ (76,204) (82,196) (172,505) (95,635)
======= ======= ======= =======
Loss per share, basic and diluted $ (.15) (.16) (.34) (.30)
======= ========= ========= =======
Weighted-average number of shares
outstanding, basic and diluted 515,146 512,163 515,013 323,999
======= ======= ======= =======
Dividends per share $ - - - -
======= ======= ======= =======
See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
3
<PAGE>
<TABLE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Condensed Consolidated Statement of Changes in Stockholders" Equity
For the Six Months Ended June 30, 2000
Accumulated
Other
Compre-
Additional hensive Total
Common Stock Paid-In Accumulated Income Stockholders'
Shares Amount Capital Deficit (Loss) Equity
------ ------ ---------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1999 514,478 $ 5,145 4,587,657 (404,244) (11,288) 4,177,270
---------
Comprehensive income (loss):
Net loss (unaudited) - - - (172,505) - (172,505)
Net change in unrealized
loss on securities
available for sale,
net of income taxes
of $3,161 (unaudited) - - - - (5,240) (5,240)
---------
Comprehensive income (loss)
(unaudited) (177,745)
Issuance of common stock upon
exercise of warrants
(unaudited) 756 7 6,797 - - 6,804
-------- ------- ----------- ----------- --------- ----------
Balance at June 30, 2000
(unaudited) 515,234 $ 5,152 4,594,454 (576,749) (16,528) 4,006,329
======= ===== ========= ======= ====== =========
See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
4
<PAGE>
<TABLE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended
June 30,
2000 1999
---- ----
Cash flows from operating activities:
<S> <C> <C>
Net loss $ (172,505) (95,635)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 23,777 1,336
Provision for loan losses 48,132 5,472
Deferred income tax benefit (108,710) (57,315)
Net amortization of fees, costs, premiums and discounts 8,364 -
Increase in accrued interest receivable and other assets (41,318) (64,070)
Increase in accrued interest payable and other liabilities 74,861 50,086
--------- ---------
Net cash used in operating activities (167,399) (160,126)
--------- ---------
Cash flows from investing activities:
Purchase of securities held to maturity - (1,000,000)
Purchase of securities available for sale (1,336,154) -
Proceeds from maturities of securities held to maturity 500,000 -
Purchase of premises and equipment (962,287) (44,212)
Net increase in loans (3,046,135) (748,915)
Purchase of Federal Home Loan Bank stock (5,000) (9,400)
--------- ---------
Net cash used in investing activities (4,849,576) (1,802,527)
--------- ---------
Cash flows from financing activities:
Net increase in deposits 2,810,716 2,135,316
Net decrease in borrowings - (465,000)
Retirement of common stock - (177,390)
Net proceeds from issuance of common stock 6,804 4,583,802
--------- ---------
Net cash provided by financing activities 2,817,520 6,076,728
--------- ---------
Net (decrease) increase in cash and cash equivalents (2,199,455) 4,114,075
Cash and cash equivalents at beginning of period 3,257,670 44,568
--------- ---------
Cash and cash equivalents at end of period $ 1,058,215 4,158,643
========= =========
Supplemental disclosure of cash flow information-
Cash paid during the period for:
Interest $ 110,290 14,110
========= =========
Income taxes $ - -
========= =========
Noncash transaction-
Accumulated other comprehensive income (loss), change
in unrealized loss on securities available for sale,
net of tax $ (5,240) -
========= =========
See Accompanying Notes to Condensed Consolidated Financial Statements.
</TABLE>
5
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
(1) Description of Business and Basis of Presentation
General. In the opinion of management, the accompanying condensed
consolidated financial statements contain all adjustments (consisting
principally of normal recurring accruals) necessary to present fairly
the financial position at June 30, 2000, the results of operations for
the three- and six-month periods ended June 30, 2000 and 1999 and cash
flows for the six-month periods ended June 30, 2000 and 1999. The
results of operations for the three and six months ended June 30, 2000
are not necessarily indicative of the results to be expected for the
year ending December 31, 2000.
PSB BancGroup, Inc. ("PSB") was incorporated on June 30, 1997. PSB owns
100% of the outstanding common stock of Peoples State Bank ("Bank")
(collectively the "Company"). PSB was organized simultaneously with the
Bank and its only business is the ownership and operation of the Bank.
The Bank is a Florida state-chartered commercial bank and its deposits
are insured by the Federal Deposit Insurance Corporation. The Bank
opened for business on April 28, 1999 and provides community banking
services to businesses and individuals in Lake City, Florida.
(2) Loan Impairment and Loan Losses
No loans were identified as impaired at or during the six months ended
June 30, 2000 or 1999. The activity in the allowance for loan losses is
as follows:
<TABLE>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C>
Balance at beginning of period $ 55,426 - 42,382 -
Provision for loan losses 35,088 5,472 48,132 5,472
------ ----- ------ -----
Balance at end of period $ 90,514 5,472 90,514 5,472
====== ===== ====== =====
</TABLE>
(3) Loss Per Share
Basic and diluted loss per share have been computed on the basis of the
weighted-average number of shares of common stock outstanding during
the periods. The Company's common stock equivalents are not dilutive.
(4) Regulatory Matters
The Bank is required to maintain certain minimum regulatory capital
requirements. The following is a summary at June 30, 2000 of the
regulatory capital requirements and the Bank's actual capital on a
percentage basis:
Regulatory
Actual Requirement
------ -----------
Total capital to risk-weighted assets 36.75% 8.00%
Tier I capital to risk-weighted assets 35.83% 4.00%
Tier I capital to total assets - leverage ratio 26.01% 4.00%
6
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Review by Independent Certified Public Accountants
Hacker, Johnson, Cohen & Grieb PA, the Company's independent certified public
accountants, have made a limited review of the financial data as of June 30,
2000, and for the three- and six-month periods ended June 30, 2000 and 1999
presented in this document, in accordance with standards established by the
American Institute of Certified Public Accountants.
Their report furnished pursuant to Article 10 of Regulation S-X is included
herein.
7
<PAGE>
Report on Review by Independent Certified Public Accountants
The Board of Directors
PSB BancGroup, Inc.
Lake City, Florida:
We have reviewed the accompanying condensed consolidated balance sheet of
PSB BancGroup, Inc. and Subsidiary (the "Company") as of June 30, 2000, the
related condensed consolidated statements of operations for the three- and
six-month periods ended June 30, 2000 and 1999, the related condensed
consolidated statement of changes in stockholders' equity for the six-month
period ended June 30, 2000 and the related condensed consolidated statements of
cash flows for the six-month periods ended June 30, 2000 and 1999. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1999, and the
related consolidated statements of operations, changes in stockholders' equity
and cash flows for the year then ended (not presented herein); and in our report
dated February 8, 2000 we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 1999, is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.
HACKER, JOHNSON, COHEN & GRIEB PA
Tampa, Florida
July 12, 2000
8
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Comparison of June 30, 2000 and December 31, 1999
Liquidity and Capital Resources
The Company's primary source of cash during the six months ended June 30,
2000 was from net deposit inflows of $2.8 million. Cash was used primarily
to originate loans, net of principal repayments, totaling $3.0 million and
to purchase securities available for sale of $1.3 million. At June 30, 2000,
the Company had unfunded lines of credit totaling $.5 million and had time
deposits of $4.8 million maturing in one year or less. At June 30, 2000, the
Bank exceeded its regulatory liquidity requirements.
Three Months Ended June 30, 2000 and 1999
Results of Operations
General. Net loss for the three months ended June 30, 2000 was $76,204 or $.15
per basic and diluted share compared to a net loss of $82,196 or $.16 per
basic and diluted share for the comparable period in 1999. The Bank commenced
operations on April 28, 1999. At June 30, 2000, the Company had not achieved
the asset size to operate profitably.
Interest Income. Interest income was $218,761 for the three months ended June
30, 2000 compared to $53,496 for the comparable period in 1999. Interest
income earned on loans was $153,933 for the three months ended June 30, 2000.
The average loan portfolio balance was $6.3 million for the three months
ended June 30, 2000 and the average yield earned was 9.78%.
Interest Expense. Interest expense on deposits was $97,264 for the three months
ended June 30, 2000 compared to $6,120 for the comparable period in 1999. The
average balance of interest-bearing deposits was $7.8 million for the three
months ended June 30, 2000 and the average cost was 4.98%.
Provision for Loan Losses. The provision for loan losses is charged to
operations to increase the total allowance to a level deemed appropriate by
management and is based upon the volume and type of lending conducted by the
Company, industry standards, the amount of nonperforming loans and general
economic conditions, particularly as they relate to the Company's market
areas, and other factors related to the collectibility of the Company's loan
portfolio. The Company recorded a provision for loan losses for the three
months ended June 30, 2000 of $35,088 and the allowance for loan losses was
$90,514 at June 30, 2000. Management believes the allowance is adequate at
June 30, 2000.
Noninterest Expense. Noninterest expense was $230,945 for the three months ended
June 30, 2000 compared to $169,925 for the three months ended June 30, 1999.
Noninterest expense increased due to the overall growth of the Company.
Income Tax Benefit. The income tax benefit for the three months ended June 30,
2000 was $49,335 (an effective rate of 39.3%) compared to $49,318 (an
effective tax rate of 37.5%) for the three months ended June 30, 1999.
9
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations, Continued
Six Months Ended June 30, 2000 and 1999
Results of Operations
General. Net loss for the six months ended June 30, 2000 was $172,505 or $.34
per basic and diluted share compared to a net loss of $95,635 or $.30 per
basic and diluted share for the comparable period in 1999. The Bank commenced
operations on April 28, 1999. At June 30, 2000, the Company had not achieved
the asset size to operate profitably.
Interest Income. Interest income was $405,740 for the six months ended June 30,
2000 compared to $105,885 for the comparable period in 1999. Interest income
earned on loans was $267,520 for the six months ended June 30, 2000. The
average loan portfolio balance was $5.6 million for the six months ended June
30, 2000 and the average yield earned was 9.62%.
Interest Expense. Interest expense on deposits was $170,843 for the six months
ended June 30, 2000 compared to $6,120 for the comparable period in 1999. The
average balance of interest-bearing deposits was $7.1 million for the six
months ended June 30, 2000 and the average cost was 4.84%.
Provision for Loan Losses. The provision for loan losses is charged to
operations to increase the total allowance to a level deemed appropriate by
management and is based upon the volume and type of lending conducted by the
Company, industry standards, the amount of nonperforming loans and general
economic conditions, particularly as they relate to the Company's market
areas, and other factors related to the collectibility of the Company's loan
portfolio. The Company recorded a provision for loan losses for the six
months ended June 30, 2000 of $48,132 and the allowance for loan losses was
$90,514 at June 30, 2000. Management believes the allowance is adequate at
June 30, 2000.
Noninterest Expense. Noninterest expense was $504,141 for the six months ended
June 30, 2000 compared to $236,021 for the six months ended June 30, 1999. A
portion of this increase resulted from $89,382 in litigation expenses
associated with the civil suit brought against the Company by the former
President of the Bank. Noninterest expense also increased due to the overall
growth of the Company.
Income Tax Benefit. The income tax benefit for the six months ended June 30,
2000 was $108,710 (an effective rate of 38.7%) compared to $57,315 (an
effective tax rate of 37.5%) for the six months ended June 30, 1999.
Year 2000 Issues
The Company's operating and financial systems have been found to be compliant;
the "Y2K Problem" has not adversely affected the Company's operations nor does
management expect that it will.
10
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates.
The Company's market risk arises primarily from interest rate risk inherent in
its lending and deposit taking activities. The Company has little or no risk
related to trading accounts, commodities or foreign exchange.
Management actively monitors and manages its interest rate risk exposure. The
primary objective in managing interest-rate risk is to limit, within established
guidelines, the adverse impact of changes in interest rates on the Company's net
interest income and capital, while adjusting the Company's asset-liability
structure to obtain the maximum yield-cost spread on that structure. Management
relies primarily on its asset-liability structure to control interest rate risk.
However, a sudden and substantial increase in interest rates could adversely
impact the Company's earnings, to the extent that the interest rates borne by
assets and liabilities do not change at the same speed, to the same extent, or
on the same basis. There have been no significant changes in the Company's
market risk exposure since December 31, 1999.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On September 19, 1999, C.F. Douglas, the Bank's former President and Chief
Executive Officer, filed a lawsuit against the Holding Company, the Bank and
seven of the eight Bank directors relating to the termination of his employment
by the Bank. The lawsuit alleged breach of his employment contract, tortious
interference with the contract and a fraudulent inducement regarding his
entering into the contract. On March 23, 2000, the parties agreed to amicably
settle the lawsuit. The terms of the settlement called for the Company to pay
Mr. Douglas a lump sum settlement in an amount less than $90,000 and for Mr.
Douglas to fully release all the defendants, as well as all employees, officers
and directors of the Holding Company and the Bank, from any and all claims
related to his employment.
11
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders (the "Annual Meeting") of PSB BancGroup, Inc.
was held on April 18, 2000, to consider the election of two directors each for a
term of three years, the ratification of the appointment of the Company's
independent auditors for the year ending December 31, 2000 and to approve the
Company's Amended 1998 Key Employee Stock Option and Limited Rights Plan.
At the Annual Meeting, 415,356 shares were present in person or by proxy. The
following is a summary and tabulation of the matters that were voted upon at the
Annual Meeting:
Proposal I.
The election of two directors, each for a term of three years:
Abstentions
and Broker
For Withheld Against Nonvotes
------- -------- ------- -----------
John W. Burns III 374,225 41,131 - -
======= ====== ======== =====
Robert M. Eadie 374,225 41,131 - -
======= ====== ======== =====
Proposal II:
To ratify the appointment of Hacker, Johnson, Cohen & Grieb PA as the
Company's independent auditors for the year ending December 31, 2000:
Abstentions
and Broker
For Withheld Against Nonvotes
------- -------- ------- -----------
339,469 - - 75,887
======= ======= ======== ======
Proposal III:
To approve the Company's Amended 1998 Employee Stock Option and Limited
Rights Plan:
Abstentions
and Broker
For Withheld Against Nonvotes
------- --------- ------- -----------
371,625 - 2,600 41,131
======= ========= ===== ======
12
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. The following exhibits are filed with or incorporated by
reference into this report. The exhibit(s) marked by a single asterisk (*)
were previously filed as a part of the Holding Company's Registration
Statement on Form SB-2, as effective with the Securities and Exchange
Commission on January 13, 1998, Registration No. 333-44161 and are hereby
incorporated by reference. The exhibits marked by a double asterisk (**)
were previously filed as part of the Holding Company's Amendment No. 3 to
the Registration Statement on Form SB-2 as filed with the Securities and
Exchange Commission on May 18, 1998, Registration No. 333-44161 and hereby
incorporated by reference. The exhibits marked by a triple asterisk (***)
was previously filed as part of the Holding Company's Form 10-QSB as filed
with the Securities and Exchange Commission on May 5, 2000 and are hereby
incorporated by reference. The exhibit marked by the quadruple asterisk
(****) was previously filed as part of the Holding Company's Definitive
Form 14-A, as filed with the Securities and Exchange Commission on March
16, 2000 and is hereby incorporated by reference. The exhibit numbers
correspond to the exhibit numbers in the referenced documents, except for
Exhibit No. 10.7, which was designated Appendix A in the referenced
Definitive Form 14-A.
Exhibit No. Description of Exhibit
*3.1 Articles of Incorporation of PSB BancGroup, Inc.
*3.2 Bylaws of PSB BancGroup, Inc.
*4.1 Specimen Common Stock Certificate
*4.2 Specimen Warrant Certificate
*4.4 PSB Bancgroup, Inc. Warrant Plan
**4.5 Amended and Restated Warrant Plan
*10.1 Employment Agreement with Robert W. Woodard
*10.2 Land Purchase Agreement
**10.3 Addendum to Land Purchase Agreement
**10.4 Amended Employment Agreement with Robert W. Woodard
***10.6 Employment Agreement with Wesley T. Small
****10.7 Amended 1998 Employee Stock Option and Limited Rights Plan
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. There were no reports on Form 8-K filed during the
three months ended June 30, 2000.
13
<PAGE>
PSB BANCGROUP, INC. AND SUBSIDIARY
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.
PSB BANCGROUP, INC.
(Registrant)
Date: August 1, 2000 By: /s/Alton C. Milton, Sr.
------------------------ ---------------------------------
Alton C. Milton, Sr.,
Chairman of the Board
Date: August 1, 2000 By: /s/Robert W. Woodard
------------------------ ---------------------------------
Robert W. Woodard,
President and Chief Executive
Officer (Principal Financial Officer)
14
