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, 1997
[ ] 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)
(803) 537-7656
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES X NO
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As of February 4, 1998, 2,202,125 shares of the issuer's common stock, $.01 par
value, were outstanding. The registrant has no other classes of securities
outstanding.
This report contains 11 pages.
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Page No.
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PART 1. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)
Statements of Financial Condition
September 30, 1997 and June 30, 1997........................................ 3
Statements of Operations
Three Months Ended September 30, 1997 and 1996.............................. 4
Statements of Cash Flows
Three Months Ended September 30, 1997 and 1996.............................. 5
Notes to Financial Statements............................................... 6
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS..................................................... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................... 10
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PART 1. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
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FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHERAW (SEE NOTE B)
STATEMENTS OF FINANCIAL CONDITION
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September 30,
1997 June 30,
ASSETS (Unaudited) 1997 *
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(In Thousands)
Cash on hand and in banks $ 165 $ 222
Interest-bearing balances in other banks 2,139 2,720
Federal funds sold 600 800
Investment securities held to maturity, at amortized cost 1,754 1,766
Loans receivable, net 54,402 53,974
Accrued interest receivable 236 239
Premises and equipment, net 180 183
Real estate acquired in settlement of loans 10 10
Stock in the Federal Home Loan Bank, at cost 485 485
Other assets 162 139
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TOTAL ASSETS $60,133 $60,538
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LIABILITIES AND RETAINED EARNINGS
Deposit accounts $46,107 $46,863
Advances from Federal Home Loan Bank 2,400 2,400
Accrued interest payable 95 106
Advance payments by borrowers for property taxes and insurance 71 60
Accrued expenses and other liabilities 159 19
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TOTAL LIABILITIES 48,832 49,448
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Retained earnings, substantially restricted 11,301 11,090
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TOTAL LIABILITIES AND
RETAINED EARNINGS $60,133 $60,538
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* Derived from audited financial statements
See accompanying notes.
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FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHERAW (SEE NOTE B)
STATEMENTS OF OPERATIONS (UNAUDITED)
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Three Months Ended
September 30,
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1997 1996
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(In Thousands)
INTEREST INCOME
Loans $1,057 $1,050
Investments 36 42
Deposits in other banks and federal funds sold 46 34
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TOTAL INTEREST INCOME 1,139 1,126
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INTEREST EXPENSE
Savings deposits 624 636
Borrowed funds 36 20
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TOTAL INTEREST EXPENSE 660 656
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NET INTEREST INCOME 479 470
PROVISION FOR LOAN LOSSES - -
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 479 470
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OTHER INCOME 9 8
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OTHER EXPENSES
Personnel costs 93 74
Occupancy 11 11
Deposit insurance premiums 7 27
SAIF special assessment - 312
Other 41 28
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TOTAL OTHER EXPENSES 152 452
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INCOME BEFORE INCOME TAXES 336 26
PROVISION FOR INCOME TAXES 124 10
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NET INCOME $ 212 $ 16
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See accompanying notes.
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FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHERAW (SEE NOTE B)
STATEMENTS OF CASH FLOWS (UNAUDITED)
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Three Months Ended
September 30,
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1997 1996
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(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 212 $ 16
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 4 4
Change in assets and liabilities:
Decrease in accrued interest receivable 2 5
Increase (decrease) in accrued interest payable (11) 13
Other 117 376
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 324 414
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CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in interest-bearing balances in other banks 581 628
Net decrease in federal funds sold 200 100
Purchases of:
Held to maturity investment securities - -
Proceeds from sales, maturities and calls of:
Held to maturity investment securities 12 15
Net increase in loans (428) (804)
Purchases of property and equipment (1) -
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NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES 364 (61)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposits 235 (221)
Net decrease in certificate accounts (991) (668)
Increase in FHLB advances - 500
Increase in advances from borrowers 11 -
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NET CASH USED
BY FINANCING ACTIVITIES (745) (389)
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NET DECREASE IN CASH
ON HAND AND IN BANKS (57) (36)
CASH ON HAND AND IN BANKS, BEGINNING 222 285
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CASH ON HAND AND IN BANKS, ENDING $ 165 $ 249
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See accompanying notes.
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FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHERAW
NOTES TO 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
month periods ended September 30, 1997 and 1996, in conformity with generally
accepted accounting principles. The financial statements include the accounts
of First Federal Savings and Loan Association of Cheraw ("First Federal" or the
"Bank"). Operating results for the three month period ended September 30, 1997
are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 1998.
The organization and business of the Bank, accounting policies followed by the
Bank and other information are contained in the notes to the financial
statements filed as part of Great Pee Dee Bancorp, Inc.'s registration statement
on Form SB-2. This quarterly report should be read in conjunction with such
registration statement.
NOTE B - PLAN OF CONVERSION
On July 14, 1997, the Board of Directors of the Association adopted a Plan of
Holding Company Conversion whereby the Bank would convert from a federally
charted mutual savings and loan association to a South Carolina-chartered stock
savings bank and become a wholly-owned subsidiary of Great Pee Dee Bancorp, Inc.
(the "Company" or "Holding Company"), a holding company formed in connection
with the conversion. The Holding Company would issue common stock to be sold in
the conversion and will use that portion of the net proceeds thereof which it
does not retain to purchase the capital stock of the Bank. The Plan is subject
to approval by regulatory authorities and the members of the Association at a
special meeting. At September 30, 1997, regulatory approval had not yet been
received.
At the time of conversion, the Bank established a liquidation account in an
amount equal to its net worth as reflected in its latest statement of financial
condition used in its final conversion prospectus. The liquidation account will
be maintained for the benefit of eligible deposit account holders who continue
to maintain their deposit accounts in the Bank after conversion. Only in the
event of a complete liquidation will each eligible deposit account holder be
entitled to receive a subaccount balance for deposit accounts then held before
any liquidation distribution may be made with respect to common stock. Dividends
paid by the Bank subsequent to the conversion cannot be paid from this
liquidation account.
The Bank may not declare or pay a cash dividend on or repurchase any of its
common stock if its net worth would thereby be reduced below either the
aggregate amount then required for the liquidation account or the minimum
regulatory capital requirements imposed by federal and state regulations.
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FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF CHERAW
NOTES TO FINANCIAL STATEMENTS
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NOTE B - PLAN OF CONVERSION (Continued)
On December 31, 1997, First Federal completed its conversion from a federally-
chartered mutual savings and loan association to a federally-chartered stock
savings bank. The conversion occurred through the sale of 2,182,125 shares of
common stock ($.01 par value) of Great Pee Dee Bancorp, Inc. Total proceeds of
$21,821,250 were reduced by conversion expenses of $746,869. Great Pee Dee
Bancorp, Inc. paid $10,550,000 to First Federal in exchange for the common stock
of First Federal issued in the conversion, and retained the balance of the net
conversion proceeds. The transaction was recorded as an "as-if" pooling with
assets and liabilities recorded at historical cost.
NOTE C - FDIC SPECIAL ASSESSMENT
On September 30, 1996, a comprehensive continuing appropriations bill which
provided for a one-time assessment to recapitalize the SAIF was signed into law.
This special assessment, which was imposed on all SAIF-insured institutions,
amounted to $312,000 for First Federal and was charged against earnings during
the quarter ended September 30, 1996.
NOTE D - EMPLOYEE STOCK OWNERSHIP PLAN
In the mutual to stock conversion, the First Federal Savings Bank, Inc. Employee
Stock Ownership Plan (the "ESOP") purchased 174,570 shares of the common stock
of Great Pee Dee Bancorp, Inc. sold in the public offering at a total cost of
$1,745,700. The ESOP executed a note payable to Great Pee Dee Bancorp, Inc. for
the full price of the shares purchased.
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.
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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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COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1997 AND JUNE 30, 1997
First Federal's total assets decreased by $405,000, or 0.7%, to $60.1 million at
September 30, 1997 from $60.5 million at June 30, 1997. Net income of $212,000
during the quarter, together with decreases of $581,000 and $200,000,
respectively, in interest-bearing balances in other banks and federal funds sold
was used to fund an increase of $428,000 in loans receivable and a decrease of
$756,000 in savings deposits. Loans receivable increased from $54.0 million to
$54.4 million during the quarter, while savings deposits decreased from $46.9
million to $46.1 million. Total retained earnings increased from $11.1 million
at June 30, 1997 to $11.3 million at September 30, 1997. At September 30, 1997,
First Federal's tangible, core and risked based capital ratios were 18.7%, 18.7%
and 36.6%, respectively. These capital ratios exceeded the required tangible,
core and risk based capital ratios of 1.5%, 3.0% and 8.0%, respectively.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
1997 AND 1996
Net income for the three months ended September 30, 1997 was $212,000 as
compared with net income of $16,000 for the three months ended September 30,
1996, an increase of $196,000. The increase in net income resulted principally
from a reduction in the costs associated with deposit insurance premiums during
the current quarter as compared with the corresponding quarter of the prior
year. During the quarter ended September 30, 1996, a special insurance
assessment was imposed on all SAIF-insured institutions by the FDIC to
recapitalize the SAIF fund. First Federal's assessment was $312,000. Net of an
income tax benefit of $115,000, this special assessment decreased earnings
during the quarter ended September 30, 1996 by $197,000.
The concentration of interest-earning assets and liabilities and the weighted
average rates of interest earned and paid during the current and prior years'
quarters were very consistent. An increase of $9,000 in net interest income
during the three months ended September 30, 1997 as compared with the three
months ended September 30, 1996 was offset by an increase of $12,000 in other
expenses exclusive of the special insurance assessment described above.
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.
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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 September 30, 1997, First Federal's liquidity, as measured for regulatory
purposes, was 7.7%, or $1.7 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, 1997,
First Federal's level of capital substantially exceeded all applicable
requirements.
THE YEAR 2000
At the turn of the century, computer-based information systems will be faced
with the problems potentially affecting hardware, software, networks, processing
platforms, as well as customer and vendor interdependencies. The Company has
established a committee and is in the process of assessing the effect of Year
2000 on the Bank's operating plans and systems. The Company is developing a plan
for identifying, renovating, testing and implementing its systems for Year 2000
processing and internal control requirements. The cost for becoming Year 2000
compliant has not been determined; however, management feels it will not be
material to the Company's financial statements.
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PART II. OTHER INFORMATION
ITEM 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, 1997.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GREAT PEE DEE BANCORP, INC.
Date: February 4, 1998 By: /s/ Herbert W. Watts
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Herbert W. Watts
Chief Executive Officer
Date: February 4, 1998 By: /s/ Johnnie L. Craft
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Johnnie L. Craft
Chief Financial Officer
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