U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB/A
(Amendment No. 1 to Quarterly Report Under
Section 13 or 15(d) of the Securities Exchange Act)
[X] Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2001
[_] 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 January 28, 2002, 1,775,475 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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EXPLANATORY NOTE
This amendment to Great Pee Dee Bancorp, Inc.'s Quarterly Report on Form 10-QSB
for the quarter ended December 31, 2001 is being filed to reflect revisions to
the Company's amortization of intangible assets for the three-month and
six-month periods then ended. On July 1, 2001, the Company adopted Statement of
Financial Standards No. ("SFAS") 142, Goodwill and Other Intangible Assets, and
ceased to amortize a portion of the intangible assets recorded with the purchase
of its branch in Florence, South Carolina during March of 2000. Subsequently, it
has been determined that Company should, under SFAS 72, Accounting for Certain
Acquisitions of Banking or Thrift Institutions, continue to amortize all
intangible assets arising from that branch purchase. As a result, additional
amortization of intangibles of $31,000 for the quarter ended December 31, 2001
and $62,000 for the six months ended December 31, 2001 is reflected in the
accompanying Consolidated Statement of Operations.
The net results of this revision for the three-month period ended December, 2001
are that Other Non-Interest Expenses is increased by $31,000, Income Before
Income Taxes is decreased by $31,000, Provision for Income Taxes is decreased by
$11,000, and Net Income is decreased by $20,000, or $.01 per share basic and
$.02 per share diluted. The net results of this revision for the six-month
period ended December, 2001 are that Other Non-Interest Expenses is increased by
$62,000, Income Before Income Taxes is decreased by $62,000, Provision for
Income Taxes is decreased by $23,000, and Net Income is decreased by $39,000, or
$.02 per share basic and diluted. Total Assets and Total Stockholders' Equity at
December 31, 2001 are reduced by $39,000. Cash flows and liquidity are not
affected by this revision.
Items 1 and 2 of Part I are the only items being amended by this Form 10-QSB/A
and such amendments relate only to the revised Consolidated Financial
Statements. In all other respects, this amendment presents information as of the
original date of the Form 10-QSB for the quarter ended December 31, 2001.
Page No.
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Part l. FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
December 31, 2001 and June 30, 2001 ................................. 3
Consolidated Statements of Operations
Three Months and Six Months Ended
December 31, 2001 and 2000 .......................................... 4
Consolidated Statements of Cash Flows
Six Months Ended December 31, 2001 and 2000 ......................... 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 4. Submission of Matters to a Vote of Security Holders ......... 10
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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December 31,
2001
(Unaudited) June 30,
ASSETS (Revised) 2001*
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(In Thousands)
Cash on hand and in banks $ 1,357 $ 661
Interest-bearing balances in other banks 2,852 2,045
Federal funds sold 105 648
Investment securities available for sale, at fair value 459 472
Investment securities held to maturity, at amortized cost 6,004 6,264
Loans receivable, net 102,168 97,804
Loans held for sale 5,283 3,431
Accrued interest receivable 914 736
Premises and equipment, net 1,409 1,062
Stock in the Federal Home Loan Bank, at cost 850 725
Real estate acquired in settlement of loans 31 37
Other assets 2,075 2,112
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TOTAL ASSETS $ 123,507 $ 115,997
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LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposit accounts $ 80,744 $ 77,624
Advances from Federal Home Loan Bank 17,000 12,800
Accrued interest payable 81 52
Advance payments by borrowers for property taxes and insurance 47 128
Accrued expenses and other liabilities 224 263
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TOTAL LIABILITIES 98,096 90,867
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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 22,137 21,562
Unearned compensation (1,264) (1,369)
Retained earnings, substantially restricted 10,018 12,325
Accumulated other comprehensive loss (26) (18)
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30,887 32,522
Cost of common stock in treasury, 449,142 and
606,372 shares, respectively (5,476) (7,392)
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TOTAL STOCKHOLDERS' EQUITY 25,411 25,130
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 123,507 $ 115,997
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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 Six Months Ended
December 31, December 31,
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2001 2001
(Revised) 2000 (Revised) 2000
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(In Thousands Except Per Share Data)
INTEREST INCOME
Loans $ 2,115 $ 1,735 $ 4,147 $ 3,401
Investments 106 110 215 215
Deposits in other banks and federal funds sold 19 81 44 207
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TOTAL INTEREST INCOME 2,240 1,926 4,406 3,823
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INTEREST EXPENSE
Savings deposits 798 1,001 1,750 1,957
Borrowed funds 175 123 349 245
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TOTAL INTEREST EXPENSE 973 1,124 2,099 2,202
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NET INTEREST INCOME 1,267 802 2,307 1,621
PROVISION FOR LOAN LOSSES 150 - 225 -
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NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,117 802 2,082 1,621
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NON-INTEREST INCOME 161 149 349 254
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NON-INTEREST EXPENSES
Personnel costs 336 328 663 644
Occupancy 108 57 184 132
Other 325 220 680 450
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TOTAL NON-INTEREST EXPENSES 769 605 1,527 1,226
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INCOME BEFORE INCOME TAXES 509 346 904 649
PROVISION FOR INCOME TAXES 189 131 333 244
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NET INCOME $ 320 $ 215 $ 571 $ 405
============ ============ ============= =============
NET INCOME PER SHARE
Basic $ .20 $ .13 $ .35 $ .24
Assuming dilution .19 .13 .35 .24
CASH DIVIDEND PER SHARE $ .114 $ .10 $ .214 $ .191
WEIGHTED AVERAGE SHARES OUTSTANDING
ADJUSTED FOR 10% STOCK DIVIDEND IN
2001
Basic 1,640,120 1,647,644 1,639,528 1,672,415
Assuming dilution 1,655,329 1,647,644 1,647,544 1,672,415
See accompanying notes.
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Great Pee Dee Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)
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Six Months Ended
December 31,
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2001
(Revised) 2000
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(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 571 $ 405
Adjustments to reconcile net income to net cash
used by operating activities:
Depreciation and amortization 235 207
Provision for loan losses 225 -
Provision for foreclosed asset - 16
Release of ESOP shares 76 71
Amortization of stock awards under recognition
and retention plan 35 76
Treasury stock issued as compensation 12 12
Increase in loans held for sale (1,852) (1,143)
Change in assets and liabilities:
Increase in accrued interest receivable (178) (233)
Increase (decrease) in accrued interest payable 29 (115)
Other (133) 243
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NET CASH USED BY
OPERATING ACTIVITIES (980) (461)
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CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of:
Available for sale investment securities - -
Held to maturity investment securities (799) (799)
Proceeds from maturities of held-to-maturity investments 1,059 1
Net increase in loans (4,589) (5,545)
Purchase of Federal Home Loan Bank stock (125) -
Purchases of property and equipment (447) (6)
Other 6 16
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NET CASH USED BY
INVESTING ACTIVITIES (4,895) (6,333)
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CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposit accounts 3,120 690
Proceeds from Federal Home Loan Bank advances 4,200 3,000
Increase (decrease) in advances from borrowers (81) 62
Purchase of treasury stock (64) (1,376)
Cash dividends paid (340) (323)
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NET CASH PROVIDED
BY FINANCING ACTIVITIES 6,835 2,053
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NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS 960 (4,741)
CASH AND CASH EQUIVALENTS, BEGINNING 3,354 9,131
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CASH AND CASH EQUIVALENTS, ENDING $ 4,314 $ 4,390
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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
six month periods ended December 31, 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 subsidiaries,
First Federal Savings and Loan Association of Cheraw ("First Federal" or the
"Bank") and First Federal Investment Services, Inc. Operating results for the
three and six month periods ended December 31, 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, Employee Stock
Ownership Plan ("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. Substantially all of the Company's intangible
assets were recorded in connection with its purchase in March of 2000 of a
branch office in Florence, South Carolina. As a result, none of those intangible
assets constitutes goodwill that must cease to be amortized under the provisions
of SFAS 142. Accordingly, the Company's adoption of SFAS 142 on July 1, 2001 has
not significantly affected its Consolidated Financial Statements.
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. This stock dividend was paid out of treasury shares. All references to net
income per share, weighted average shares outstanding and dividends have been
adjusted to reflect the effects of this stock dividend.
-6-
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 December 31, 2001 and June 30, 2001
The Company generated loan growth of $4.4 million during the six months ended
December 31, 2001, increasing net loans receivable from $97.8 million at June
30, 2001 to $102.2 million at period end. In addition, one-to-four family
residential mortgage loans held for sale grew from $3.4 million to $5.3 million.
Principally as a result of this loan growth, the Company's total assets
increased by $7.5 million during the six months ended December 31, 2001, from
$116.0 million at June 30, 2001 to $123.5 million at the period end. This growth
was funded by increases of $3.1 million and $4.2 million, respectively, in
customer deposit accounts and advances from the Federal Home Loan Bank ("FHLB")
of Atlanta. Total stockholders' equity was $25.4 million at December 31, 2001 as
compared with $25.1 million at June 30, 2001, an increase of $281,000 that
resulted principally from the retention of net income generated during the six
months. During the quarter ended December 31, 2001, the Company paid a 10% stock
dividend using shares that had previously been held in treasury. Unless
otherwise indicated, references herein to net income and dividends per share
have adjusted for the effect of this stock dividend. At December 31, 2001, the
Bank continued to significantly exceed all applicable regulatory capital
requirements.
Comparison of Results of Operations for the Three Months Ended December 31, 2001
and 2000
Net Income. Net income for the quarter ended December 31, 2001 was $320,000, or
$.20 per share basic and $.19 per share diluted, as compared with net income of
$215,000, or $.13 per share basic and diluted, for the three months ended
December 31, 2000, an increase of $105,000, or $.07 per share basic and $.06 per
share diluted. Largely as a result of growth generated since the acquisition of
a branch office in Florence, South Carolina in March 2000, all categories of
income and expense, other than interest expense, were higher during the current
quarter than during the corresponding quarter of last year. Net interest income
and non-interest income increased by $465,000 and $12,000, respectively, while
the provision for loan losses, non-interest expenses and the provision for
income taxes increased by $150,000, $164,000 and $58,000, respectively.
Net Interest Income. Net interest income for the quarter ended December 31, 2001
was $1,267,000 as compared with $802,000 during the quarter ended December 31,
2000, an increase of $465,000. The Company's net interest margin was 4.38%
during the quarter ended December 31, 2001 as compared to 3.19% for the quarter
ended December 31, 2000. The yield on average interest-earning assets increased
to 7.74% during the current fiscal quarter from 7.66% for the quarter ended
December 31, 2000. This increase resulted from an increased yield on loans
combined with a higher concentration of interest-earning assets being comprised
of loans. During the current quarter, the yield on loans was 8.03% with loans
comprising 91.0% of interest-earning assets. For the same quarter of 2000, the
yield on loans was 7.81% with loans comprising 83.3% of total interest-earning
assets. The Company's cost of funds dropped significantly, from 5.68% to 4.08%,
due principally to the repricing of interest-bearing liabilities during the
declining interest rate environment of the last year.
-7-
Provision for Loan Losses. The provision for loan losses during the current
quarter was $150,000, while no provision for loan losses was made during the
quarter ended December 31, 2000. This increased provision resulted principally
from growth in loans and in response to the generally weaker economy. Net loan
charge-offs totaled $16,456 during the current quarter. There were no net loan
charge-offs during the quarter ended December 31, 2000. At December 31, 2001,
nonaccrual loans aggregated $1,432,083 while the allowance for loan losses stood
at $793,000.
Non-Interest Expenses. Non-interest expenses increased to $769,000 during the
quarter ended December 31, 2001 as compared with $605,000 for the quarter ended
December 31, 2000, an increase of $164,000. 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 current quarter the Company incurred costs of
$37,943 in connection with the implementation of a new data processing system.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 37.1% and 37.9% for the quarters ended December
31, 2001 and 2000, respectively.
Comparison of Results of Operations for the Six months Ended December 31, 2001
and 2000
Net Income. Net income for the six months ended December 31, 2001 was $571,000,
or $.35 per share, as compared with net income of $405,000, or $.24 per share,
for the six months ended December 31, 2000, an increase of $166,000 or $.11 per
share. Largely as a result of growth generated since the acquisition of a branch
office in Florence, South Carolina in March 2000, all categories of income and
expense, other than interest expense, were higher during the current six months
than during the corresponding six months of last year. Net interest income and
non-interest income increased by $686,000 and $95,000, respectively, while the
provision for loan losses, non-interest expenses and the provision for income
taxes increased by $225,000, $301,000 and $89,000, respectively.
Net Interest Income. Net interest income for the six months ended December 31,
2001 was $2,307,000 as compared with $1,621,000 during the six months ended
December 31, 2000, an increase of $686,000. The Company's net interest margin
was 3.99% during the six months ended December 31, 2001 as compared to 3.23% for
the six months ended December 31, 2000. The yield on average interest-earning
assets increased slightly to 7.62% during the current six months from 7.61% for
the six months ended December 31, 2000. This increase resulted from an increased
yield on loans combined with a higher concentration of interest-earning assets
being comprised of loans. During the current six months, the yield on loans was
7.85% with loans comprising 91.3% of interest-earning assets. For the same six
months of 2000, the yield on loans was 7.61% with loans comprising 87.5% of
total interest-earning assets. The Company's cost of funds dropped
significantly, from 5.55% to 4.42%, due principally 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 six
months was $225,000, while no provision for loan losses was made during the six
months ended December 31, 2000. This increased provision resulted principally
from growth in loans and in response to the generally weaker economy. Net loan
charge-offs totaled $19,456 during the current six months. There were no net
loan charge-offs during the six months ended December 31, 2000. At December 31,
2001, nonaccrual loans aggregated $1,432,083 while the allowance for loan losses
stood at $793,000.
-8-
Non-Interest Expenses. Non-interest expenses increased to $1,527,000 during the
six months ended December 31, 2001 as compared with $1,226,000 for the six
months ended December 31, 2000, an increase of $301,000. 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 six months the Company incurred
costs of $73,383 in connection with the implementation of a new data processing
system.
Provision for Income Taxes. The provision for income taxes, as a percentage of
income before income taxes, was 36.8% and 37.6% for the six months ended
December 31, 2001 and 2000, respectively.
Liquidity and Capital Resources
During the quarter ended September 30, 2001, the Company paid a cash dividend of
$.11 per share. During the quarter ended December 31, 2001, the Company paid a
cash dividend of $.125 per share and distributed a 10% stock dividend. Adjusted
for the stock dividend, the quarterly dividends for the first and second
quarters of the current fiscal year were $.10 and $.114, respectively. 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 December 31, 2001, liquid assets (cash, interest-earning deposits, federal
funds sold and marketable investment securities) were approximately $10.8
million, which represents 13.3% of deposits. At that date, outstanding loan
commitments were $685,000, the undisbursed portion of construction loans was
$3.4 million and undrawn lines of credit totaled $6.5 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 December 31, 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 the Company'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 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders was held on October 16, 2001. Of 1,618,245
shares entitled to vote at the meeting, 1,318,009 voted. The following matters
were voted on at the meeting:
1. Election of Three Directors
Robert M. Bennett, Jr., Henry P. Duvall, IV and John S. Long were each
elected as director with at least 1,294,959 or 98.3% of the shares
voted.
Directors continuing in office, with the year of expiration of each
such director's term, are as follows: Herbert W. Watts (2002), James C.
Crawford, III (2002), Cornelius B. Young (2002), William R. Butler
(2003) and H. Malloy Evans, Jr. (2004).
2. Ratification of Dixon Odom PLLC as independent auditors for the fiscal
year ending June 30, 2002.
Ratified with 1,293,089 or 98.1% of the shares voted.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
None
(b) Reports on Form 8-K.
During the quarter ended December 31, 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: May 1, 2002 By: /s/ Herbert W. Watts
-------------------------------------
Herbert W. Watts
Chief Executive Officer
Date: May 1, 2002 By: /s/ Johnnie L. Craft
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Johnnie L. Craft
Chief Financial Officer
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