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, 2001
[ ] 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)
(843) 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 November 1, 2001, 1,615,189 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.
Page No.
--------
Part l. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
September 30, 2001 and June 30, 2001 ................. 3
Consolidated Statements of Operations
Three Months Ended September 30, 2001 and 2000 ....... 4
Consolidated Statements of Cash Flows
Three Months Ended September 30, 2001 and 2000 ....... 5
Notes to Consolidated 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
-2-
Part l. Financial Information
Item 1 - Financial Statements
-----------------------------
Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Financial Condition
--------------------------------------------------------------------------------
September 30,
2001 June 30,
ASSETS (Unaudited) 2001*
------------ -------------
(In Thousands)
Cash on hand and in banks $ 435 $ 661
Interest-bearing balances in other banks 2,485 2,045
Federal funds sold 400 648
Investment securities available for sale, at fair value 466 472
Investment securities held to maturity, at amortized cost 6,004 6,264
Loans receivable, net 103,284 97,804
Loans held for sale 3,596 3,431
Accrued interest receivable 828 736
Premises and equipment, net 1,235 1,062
Stock in the Federal Home Loan Bank, at cost 850 725
Real estate acquired in settlement of loans 37 37
Other assets 2,151 2,112
------------- -------------
TOTAL ASSETS $ 121,771 $ 115,997
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 79,212 $ 77,624
Advances from Federal Home Loan Bank 17,000 12,800
Accrued interest payable 62 52
Advance payments by borrowers for property taxes and insurance 151 128
Accrued expenses and other liabilities 89 263
------------- -------------
TOTAL LIABILITIES 96,514 90,867
------------- -------------
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 21,734 21,562
Unearned compensation (1,318) (1,369)
Retained earnings, substantially restricted 12,266 12,325
Accumulated other comprehensive loss (21) (18)
------------- -------------
32,683 32,522
Cost of common stock in treasury, 609,428 and
606,372 shares, respectively (7,426) (7,392)
------------- -------------
TOTAL STOCKHOLDERS' EQUITY 25,257 25,130
------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 121,771 $ 115,997
============= =============
* Derived from audited financial statements
-3-
Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Operations (Unaudited)
--------------------------------------------------------------------------------
Three Months Ended
September 30,
------------------------------
2001 2000
------------- -------------
(In Thousands Except
Per Share Amounts)
INTEREST INCOME
Loans $ 2,032 $ 1,666
Investments 109 105
Deposits in other banks and federal funds sold 25 126
------------- -------------
TOTAL INTEREST INCOME 2,166 1,897
------------- -------------
INTEREST EXPENSE
Savings deposits 952 956
Borrowed funds 174 122
------------- -------------
TOTAL INTEREST EXPENSE 1,126 1,078
------------- -------------
NET INTEREST INCOME 1,040 819
PROVISION FOR LOAN LOSSES 75 -
------------- -------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 965 819
------------- -------------
NON-INTEREST INCOME 188 105
------------- -------------
NON-INTEREST EXPENSES
Personnel costs 327 316
Occupancy 76 75
Other 324 230
------------- -------------
TOTAL NON-INTEREST EXPENSES 727 621
------------- -------------
INCOME BEFORE INCOME TAXES 426 303
PROVISION FOR INCOME TAXES 156 113
------------- -------------
NET INCOME $ 270 $ 190
============= =============
NET INCOME PER SHARE
Basic $ .16 $ .11
Assuming dilution .16 .11
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 1,638,937 1,697,187
Assuming dilution 1,639,760 1,697,187
CASH DIVIDEND PER SHARE $ .11 $ .10
See accompanying notes.
-4-
Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
--------------------------------------------------------------------------------
Three Months Ended
September 30,
------------------------------
2001 2000
------------- -------------
(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 270 $ 190
Adjustments to reconcile net income to net cash used by
operating activities:
Depreciation and amortization 37 105
Provision for loan losses 75 -
Release of ESOP shares 34 35
Amortization of stock awards under recognition
and retention plan 18 38
Treasury stock issued as compensation 3 12
Increase in loans held for sale (165) (396)
Change in assets and liabilities:
Increase in accrued interest receivable (92) (147)
Increase (decrease) in accrued interest payable 10 (85)
Other (211) 207
------------- -------------
NET CASH USED BY
OPERATING ACTIVITIES (21) (41)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of held-to-maturity investment securities (799) (799)
Proceeds from maturities of held-to-maturity investments 1,059 -
Net increase in loans (5,555) (1,962)
Purchases of property and equipment (210) (6)
Purchase of Federal Home Loan Bank stock (125) -
Other - 16
------------- -------------
NET CASH USED BY
INVESTING ACTIVITIES (5,630) (2,751)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts 1,588 3,445
Proceeds from FHLB advances 4,200 -
Increase in advances from borrowers 23 48
Purchase of treasury stock (35) (848)
Cash dividends paid (159) (158)
------------- -------------
NET CASH PROVIDED
BY FINANCING ACTIVITIES 5,617 2,487
------------- -------------
NET DECREASE IN CASH
AND CASH EQUIVALENTS (34) (305)
CASH AND CASH EQUIVALENTS, BEGINNING 3,354 9,131
------------- -------------
CASH AND CASH EQUIVALENTS, ENDING $ 3,320 $ 8,826
============= =============
See accompanying notes.
-5-
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
month periods ended September 30, 2001 and 2000, 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, 2001
are not necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 2002.
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 outstanding common
stock options.
NOTE C - NEW ACCOUNTING PRONOUNCEMENT
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard (SFAS) No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that all
business combinations entered into after June 30, 2001 be accounted for under
the purchase method. SFAS No. 142 requires that goodwill and all intangible
assets of indefinite life be periodically (at least annually) evaluated for
impairment, with any resulting impairment loss being charged against earnings.
Also, under SFAS No. 142, goodwill resulting from any business combination
accounted for in accordance with SFAS No. 141 will not be amortized, and the
amortization of goodwill related to business combinations entered into prior to
July 1, 2001 will be discontinued.
In connection with the March, 2000 acquisition of a branch office in Florence,
South Carolina, the Company purchased for $250,000 a non-compete agreement and
paid a premium of $1,850,000 for the deposits acquired. The non-compete
agreement is being amortized using the straight-line method over that
agreement's three-year term. Through June 30, 2001, the deposit premium was
amortized using the straight-line method over ten years, resulting in a net
carrying value of $1,603,000 at that date.
-6-
Great Pee Dee Bancorp, Inc. and Subsidiary
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------
NOTE C - NEW ACCOUNTING PRONOUNCEMENT (continued)
In preparing for adoption of SFAS No. 141, the Company re-evaluated its
accounting for the Florence branch acquisition, and determined that the deposit
premium paid represents a combination of the intangible value of core deposits
acquired of $621,000 and goodwill of $1,229,000. Applying amortization using the
straight-line method over ten years, at July 1, 2001 the carrying values of the
core deposit intangible and goodwill were $538,000 and $1,065,000, respectively.
The Company adopted SFAS No. 141 and No. 142 on July 1, 2001; accordingly, the
$1,603,000 carrying value of the unamortized deposit premium was reclassified as
a core deposit intangible of $538,000 and goodwill of $1,065,000 on that date.
The Company has ceased to amortize goodwill effective July 1, 2001, and in the
future will, at least annually, evaluate it for impairment. The Company will
continue to amortize the core deposit intangible using the straight-line method
over ten years. The adoption of SFAS No. 141 and No. 142 on July 1, 2001 has no
effect on previously reported operating results. The core deposit intangible and
the goodwill are included in other assets in the accompanying September 30, 2001
consolidated balance sheet.
NOTE D - STOCK DIVIDEND
The Company's Board of Directors on October 9, 2001 declared a 10% stock
dividend payable November 9, 2001 to shareholders of record as of October 30,
2001. All references to net income per share and weighted average shares
outstanding have been retroactively adjusted to reflect the effects of this
stock dividend.
-7-
Item 2. Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of Operations
-------------
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, 2001 and June 30, 2001
The Company generated loan growth of $5.5 million during the quarter ended
September 30, 2001, increasing net loans receivable from $97.8 million to $103.3
million during the quarter. Principally as a result of this loan growth, the
Company's total assets increased by $5.8 million during the three months ended
September 30, 2001, from $116.0 million at June 30, 2001 to $121.8 million at
the period end. This growth was funded by increases of $1.6 million and $4.2
million, respectively, in customer deposit accounts and advances from the FHLB
of Atlanta. Total stockholders' equity was $25.3 million at September 30, 2001
as compared with $25.1 million at June 30, 2001, an increase of $127,000 that
resulted principally from the retention of net income generated during the
quarter. At September 30, 2001, the Bank continued to significantly exceed all
applicable regulatory capital requirements.
Comparison of Results of Operations for the Three Months Ended September 30,
2001 and 2000
Net Income. Net income for the quarter ended September 30, 2001 was $270,000, or
$.16 per share, as compared with net income of $190,000, or $.11 per share, for
the three months ended September 30, 2000, a increase of $80,000 or $.05 per
share. Largely as a result of growth generated since the acquisition of a second
branch office in Florence, South Carolina in March 2000, all categories of
income and expense are higher during the current quarter than during the
corresponding quarter of last year. Net interest income and non-interest income
increased by $221,000 and $83,000, respectively, while the provision for loan
losses, non-interest expenses and the provision for income taxes increased by
$75,000, $106,000 and $43,000, respectively.
Net Interest Income. Net interest income for the quarter ended September 30,
2001 was $1,040,000 as compared with $819,000 during the quarter ended September
30, 2000, an increase of $221,000. The Company's net interest margin was 3.64%
during the quarter ended September 30, 2001 as compared with to 3.28% for the
quarter ended September 30, 2000. The yield on average interest earning asset
declined slightly to 7.58% during the current fiscal quarter from 7.59% for the
quarter ended September 30, 2000. The Company's cost of funds dropped much more
significantly, from 5.45% to 4.82%, due to the repricing of interest-bearing
liabilities during the declining interest rate environment of the last year.
Provision for Loan Losses. The provision for loan losses during the current
quarter was $75,000, while no provision for loan losses was made during the
quarter ended September 30, 2000. Net loan charge-offs totaled $3,000 during the
current quarter. There were no net loan charge-offs during the quarter ended
September 30, 2000. At September 30, 2001, nonaccrual loans aggregated $1.2
million while the allowance for loan losses stood at $643,000.
-8-
Non-Interest Expenses. Non-interest expenses increased to $727,000 during the
quarter ended September 30, 2001 as compared with $621,000 for the quarter ended
September 30, 2000, an increase of $106,000. The increase in non-interest
expense is primarily due to growth, reflecting increased personnel costs, as
well as increases in costs of data processing, supplies, and other non-interest
expenses. In addition, during the quarter the Company incurred costs of $35,000
in connection with the implementation of a new data processing system. Increases
in non-interest expenses were mitigated by a reduction in amortization costs of
$33,000 as a result of the adoption on July 1, 2001 of new accounting
pronouncements (see NOTE C to the consolidated financial statements).
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 36.6% and 37.3% for the quarters ended September
30, 2001 and 2000, respectively.
Liquidity and Capital Resources
During the quarter ended September 30, 2001, Great Pee Dee Bancorp, Inc. paid a
cash dividend of $.11 per share. On October 9, 2001 declared a quarterly cash
dividend of $.125 per share and a 10% stock dividend payable November 9, 2001 to
shareholders of record as of October 30, 2001. Although Great Pee Dee Bancorp,
Inc. anticipates that it will continue to declare cash dividends on a regular
basis, the Board of Directors will review its policy on the payment of dividends
on an ongoing basis, and such payment will be subject to future earnings, cash
flows, capital needs, and regulatory restrictions.
Maintaining adequate liquidity while managing interest rate risk is the primary
goal of Great Pee Dee Bancorp's asset and liability management strategy.
Liquidity is the ability to fund the needs of the Bank's borrowers and
depositors, pay operating expenses, and meet regulatory liquidity requirements.
Maturing investments, loan and mortgage-backed security principal repayments,
deposits and income from operations are the main sources of liquidity. The
Bank's primary uses of liquidity are to fund loans and to make investments.
As of September 30, 2001, liquid assets (cash, interest-earning deposits,
federal funds sold and marketable investment securities) were approximately $9.8
million, which represents 12.4% of deposits. At that date, outstanding loan
commitments were $1.2 million, the undisbursed portion of construction loans was
$4.4 million and undrawn lines of credit totaled $6.7 million. Funding for these
commitments is expected to be provided from deposits, loan principal repayments,
maturing investments, income generated from operations and, to the extent
necessary, from borrowings.
Under federal capital regulations, First Federal must satisfy certain minimum
leverage ratio requirements and risk-based capital requirements. Failure to meet
such 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. At September 30, 2001,
First Federal exceeded all such requirements.
The Bank is restricted in its ability to pay dividends and to make
distributions. A significant source of Great Pee Dee's funds are dividends
received from the Bank. In fiscal 2002, the amount of dividends that can be paid
by the Bank without prior approval from regulators is an amount that should be
adequate to cover Great Pee Dee's cash requirements.
-9-
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None
(b) Reports on Form 8-K.
During the quarter ended September 30, 2001, the Company filed
no reports on Form 8-K.
-10-
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 5, 2001 By: /s/ Herbert W. Watts
-------------------------------------------
Herbert W. Watts
Chief Executive Officer
Date: November 5, 2001 By: /s/ Johnnie L. Crafts
-------------------------------------------
Johnnie L. Craft
Chief Financial Officer
-11-