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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________________ to ______________________
Commission File Number 000-24255
GLB BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
Ohio | 31-1529973 | |
(State or Other Jurisdiction of | (I.R.S. Employer Identification No,) | |
Incorporation of Organization) | ||
7001 Center Street, Mentor, Ohio | 44060 | |
(Address of Principal Executive Offices) | (Zip Code) |
(440) 974-0000
(Registrants Telephone Number, including Area Code)
Securities registered pursuant to Section 12 (b) of the Act: NONE
Securities registered pursuant to Section 12 (g) of the Act: Common Stock, without par value
Indicate whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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___
Indicate if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained herein, will not be contained, to the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ X ]
State issuers revenues for the most recent fiscal year. $8,241,364.
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. As of March 22, 2000, 2,133,906 shares of Common Stock of the Registrant were outstanding. The aggregate market value of the voting stock held by non-affiliates was $12,356,669 upon the trading price of $8.25 per share.
Documents incorporated by References:
Portions of the 1999 Annual report-Part II
Portions of the Proxy Statement for the 2000 Annual Meeting (to be filed in
March 2000)- Part III
Transitional Small Business Disclosure Format Yes____No_X_
1
GLB BANCORP, INC.
TABLE OF CONTENTS
Page No. | ||||
Part I | ||||
Item 1. | Description of Business | 3-15 | ||
Item 2. | Description of Property | 15 | ||
Item 3. | Legal Proceedings | 15 | ||
Item 4. | Submission of Matters to a Vote of Security Holders | 15 | ||
Part II | ||||
Item 5. | Market for the Registrants Common Stock and Related Stockholder Matters | 16 | ||
Item 6. | Management Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||
Item 7. | Financial Statements | 16 | ||
Item 8. | Changes In and Disagreements with Accountants on Accounting and Financial Disclosures | 16 | ||
Part III | ||||
Item 9. | Directors, Executive Officers, Promoters and Control Persons: Compliance With Section 16 (a) of the Exchange Act | 17 | ||
Item 10 | Executive Compensation | 17 | ||
Item 11. | Security Ownership of Certain Beneficial Owners and Management | 17 | ||
Item 12. | Certain Relationships and Related Party Transactions | 17 | ||
Item 13. | Exhibits and Reports on Form 8-K | 17-20 |
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Forward-Looking Statements
This report may contain certain forward-looking statements. GLB Bancorp desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 with respect to all forward-looking statements. The words believe, expect, anticipate, estimate, project, and similar expressions are intended to identify forward-looking statements. GLB Bancorps ability to predict the results or effect of future plans is inherently uncertain. Factors which could affect actual results include interest rate trends, the economic climate in GLB Bancorps market area and the country, loan delinquency rates, and changes in federal and state regulations. These factors should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
General
GLB Bancorp, Inc. (the Company) is a one-bank holding company that owns all of the outstanding common stock of Great Lakes Bank (the Bank). The Company was incorporated on March 5, 1997 for the purpose of becoming the holding company for the Bank. The holding company reorganization of the Bank was completed on September 12, 1997. With its main office located at 7001 Center Street, Mentor, Ohio 44060, the Bank is the only commercial bank headquartered in Lake County, Ohio. The Company provides a focused core of banking services, primarily for individuals and small to medium-sized businesses.
The Companys lending activities focus primarily on secured lending for residential and commercial real estate. Most of the Companys loans are secured by first mortgages or junior mortgages on various types of real estate, including single-family residential, multi-family residential, mixed use, commercial, developed and undeveloped real estate. The Company generally does not offer commercial loans secured exclusively by accounts receivable and inventory.
The Company offers a broad array of deposit products, including checking and savings accounts and certificates of deposit. Although the Company attempts to be competitive with other financial institutions in its market area, the Company generally sets its interest rates on deposits based on those offered by the leading commercial banks in the area, rather than those offered by the leading thrift institutions.
The Company also maintains relationships with correspondent banks and other independent financial banking institutions to provide other services as requested by customers, including loan participations in circumstances in which the requested loan amount exceeds the Companys legal lending limit.
Merger Termination
On November 24, 1998, GLB Bancorp, Inc. and Maple Leaf Financial, Inc. (Maple Leaf) signed an Agreement of Affiliation and Plan of Merger, which was later amended December 29, 1998. In the third quarter of 1999, GLB Bancorp Inc. and Maple Leaf Financial, Inc. terminated the agreement agreeing that it was in the best interests of both companies and their shareholders. GLB Bancorp, Inc. incurred $168,354 in pre-tax expenses in 1999 related to the proposed merger and its termination.
3
Competition
There are many bank, savings bank, savings association, and credit union offices located within Great Lakes Banks primary market area. The Bank faces strong competition both in originating loans and in attracting deposits. Some of the competitors offer products and services that are not offered by the Bank. Some of the competitors are not subject to the same kind and amount of regulatory restrictions and supervision to which Great Lakes Bank is subject. Because Great Lakes Bank is a community bank that is considerably smaller than other commercial lenders in the area, the Banks legal lending limit does not allow it to make commercial loans in amounts many competitors can offer. Great Lakes Bank may from time to time accommodate loan volumes in excess of its lending limit through the sale of participations in loans to other banks.
Being the only commercial bank headquartered in Lake County, Great Lakes Bank seeks to take competitive advantage of its local orientation. It competes for loans principally through responsiveness to customers and its ability to communicate effectively with them and understand and address their needs. Great Lakes Bank competes for deposits principally by offering customers personal attention, a variety of banking services, attractive rates, and strategically located banking facilities. Great Lakes Bank seeks to provide high quality banking service to professionals and small and mid-sized businesses, as well as individuals, emphasizing quick and flexible responses to customer demands.
Lending Activities
Great Lakes Bank is an active lender in Lake and Geauga Counties. The Banks overall investment philosophy is to lend as much money as possible in the community within appropriate capital and risk limits. The Bank offers customers a variety of loans. While providing residential, commercial, and consumer loans, the Bank specializes in real estate lending with 87.0% of total loans being secured by real estate.
Loan Portfolio Composition. The following table sets forth the composition of the loan portfolio in dollar amounts and in percentages at December 31, 1999, 1998, and 1997.
December 31, | |||||||||||||||||||||||||
1999 | 1998 | 1997 | |||||||||||||||||||||||
Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||
Type of Loan: | |||||||||||||||||||||||||
Residential real estate | $ | 37,053,118 | 42.4 | % | $ | 28,059,900 | 46.5 | % | $ | 27,705,745 | 52.2 | % | |||||||||||||
Residential construction | 5,250,015 | 6.1 | % | 5,398,818 | 8.9 | % | 6,384,980 | 12.0 | % | ||||||||||||||||
Commercial real estate and other | 34,904,601 | 39.9 | % | 23,083,967 | 38.3 | % | 15,763,306 | 29.7 | % | ||||||||||||||||
Commercial construction | 10,182,301 | 11.6 | % | 5,248,703 | 8.7 | % | 3,452,690 | 6.5 | % | ||||||||||||||||
Consumer | 5,658,611 | 6.5 | % | 3,625,487 | 6.0 | % | 3,995,899 | 7.5 | % | ||||||||||||||||
Total loans | 93,048,646 | 106.5 | % | 65,416,875 | 108.4 | % | 57,302,620 | 107.9 | % | ||||||||||||||||
Less: | |||||||||||||||||||||||||
Undisbursed loans in process | (4,885,876 | ) | -5.7 | % | (4,489,532 | ) | -7.4 | % | (3,752,865 | ) | -7.0 | % | |||||||||||||
Unamortized loan origination fees, net | (124,897 | ) | -0.1 | % | (114,464 | ) | -0.2 | % | (49,770 | ) | -0.1 | % | |||||||||||||
Allowance for loan losses | (625,371 | ) | -0.7 | % | (482,418 | ) | -0.8 | % | (402,534 | ) | -0.8 | % | |||||||||||||
Net loans | $ | 87,412,502 | 100 | % | $ | 60,330,461 | 100 | % | $ | 53,097,451 | 100.0 | % | |||||||||||||
4
The following table presents maturity information for the loan portfolio at December 31, 1999. The table does not include prepayments or scheduled principal repayments. Adjustable-rate mortgage loans are shown as maturing based on contractual maturities.
Year Ended December 31, 1999 | ||||||||||||||||||||||||||
Commercial | ||||||||||||||||||||||||||
Residential | Residential | Real Estate | Commercial | |||||||||||||||||||||||
Real Estate | Construction | And Other | Construction | Consumer | Total | |||||||||||||||||||||
Amount Due: | ||||||||||||||||||||||||||
Due in one year or less | $ | 1,314,476 | $ | 0 | $ | 6,391,264 | $ | 4,330,628 | $ | 954,634 | $ | 12,991,002 | ||||||||||||||
Due after one year through five years | 725,476 | 0 | 6,715,811 | 912,947 | 1,173,216 | 9,527,450 | ||||||||||||||||||||
Due after five years | 35,013,166 | 5,250,015 | 21,797,526 | 4,938,726 | 3,530,761 | 70,530,194 | ||||||||||||||||||||
Total amount due | $ | 37,053,118 | $ | 5,250,015 | $ | 34,904,601 | $ | 10,182,301 | $ | 5,658,611 | $ | 93,048,646 | ||||||||||||||
Less: | ||||||||||||||||||||||||||
Undisbursed loans in process | (4,885,876 | ) | ||||||||||||||||||||||||
Unamortized loan origination fees, net | (124,897 | ) | ||||||||||||||||||||||||
Allowance for loan losses | (625,371 | ) | ||||||||||||||||||||||||
Net loans | ($87,412,502 | ) | ||||||||||||||||||||||||
The following table shows the dollar amount of all loans due after December 31, 1999 that have predetermined interest rates and the dollar amount of all loans due after December 31, 1999 that have floating or adjustable interest rates.
December 31, 1999 | ||||||||||||
Floating or | ||||||||||||
Fixed Rates | Adjustable Rates | Total | ||||||||||
Residential real estate | $ | 25,431,608 | $ | 11,621,510 | $ | 37,053,118 | ||||||
Residential construction | 3,609,503 | 1,640,512 | 5,250,015 | |||||||||
Commercial real estate and other | 6,920,147 | 27,984,454 | 34,904,601 | |||||||||
Commercial construction | 2,843,628 | 7,338,673 | 10,182,301 | |||||||||
Consumer | 2,872,171 | 2,786,440 | 5,658,611 | |||||||||
Total | $ | 41,677,057 | $ | 51,371,589 | $ | 93,048,646 | ||||||
In order to control interest rate risk the Bank is an active seller in the secondary mortgage market. Fixed rate mortgage loans are generally sold. Total proceeds from the sale of mortgage loans during 1999 were $6,304,064. Mortgage servicing is usually retained by the Bank to insure better customer service.
As a community bank, Great Lakes Bank also makes non conforming mortgage loans that cannot be sold in the secondary market because the loan amount is too large or it doesnt qualify for other reasons such as property type, credit history or documentation requirements. The Bank, utilizing prudent underwriting criteria will generally make these loans on an adjustable rate basis and keep them in the Banks portfolio. By following this strategy, the Bank is able to control interest rate risk while still providing customers with mortgage money that may not be available elsewhere.
Construction lending continues to make up a significant portion of the Banks lending efforts. Great Lakes Bank offers a variety of construction loan products including construction/permanent loans to homeowners, residential construction loans to builders, and commercial construction loans to contractors and business owners. The Banks commitment to construction lending means increased growth and vitality in the communities the Bank serves as well as profitable, short-term loans that can be converted to mortgages for sale in the secondary market or kept in the Banks portfolio. Construction loans represent a significant portion of the Banks overall business.
5
December 31, 1999 | |||||||||
Total Dollar | Percent | ||||||||
Type of Construction Loans | Amount | of total | |||||||
Residential Construction | $ | 5,250,015 | 34.0 | % | |||||
Builder Loans | 3,789,308 | 24.6 | % | ||||||
Commercial Construction | 5,728,173 | 37.1 | % | ||||||
Acquisition and Development | 664,820 | 4.3 | % | ||||||
Total Construction Loans | $ | 15,432,316 | 100.0 | % | |||||
Great Lakes Bank is also active in commercial lending. In Lake County, the primary service area, there are numerous small and medium-sized business establishments, including light industrial, manufacturing, retail and service businesses. The Bank makes commercial loans to these enterprises for general business purposes, most of which loans are secured by real estate. Although commercial loans generally bear somewhat more risk than single-family residential mortgage loans, commercial loans tend to be higher yielding, tend to have shorter terms and generally provide for interest-rate adjustments as prevailing rates change. The Bank has been placing more emphasis on its commercial loan products and expects to continue doing so in the future with its two Business Bankers who work specifically with existing and prospective commercial customers.
During 1999, Commercial real estate and construction lending increased 59.1% over 1998 levels with residential real estate and construction lending increasing at a lessor percent of 26.4% over 1998 values. Despite competitive pressures being strong in the area of commercial lending, we have been able to increase the commercial composition of our portfolio without lowering our underwriting standards. Instead the Bank has instituted a new loan grading system that is being used by loan officers resulting in loans being graded before presentation for approval.
Great Lakes Bank is also an active consumer lender offering a variety of installment loan products including auto loans, boat financing, savings secured loans, credit cards and second mortgages. In the area of consumer loans, the Bank has been particularly successful with its Great Line product, a home equity line of credit that gives the borrower flexibility and a lower interest rate and provides the Bank with a secured loan that adjusts with market interest rates. During 1998 the Bank began a teaser rate promotion for this product to try and increase the use of the Great Line by customers, with the rate adjusting to prime after 6 months. This product is still part of our lending program and continues to bring us new business increasing by $1.3 million from 1998 to 1999.
Great Lakes Bank believes that there are significant market opportunities for increased lending within its market area. The Bank will continue to emphasize personal service and flexibility in lending while looking for high quality loans that are properly priced and secured.
6
December 31, 1999 | |||||||||
Total Dollar | Percent | ||||||||
Type of Consumer Loans | Amount | of total | |||||||
Home Equity Loans | $ | 637,714 | 11.3 | % | |||||
Home Equity Lines of Credit | 2,786,440 | 49.3 | % | ||||||
Automobile Loans | 777,336 | 13.7 | % | ||||||
Boat Loans | 257,424 | 4.5 | % | ||||||
Passbook Loans | 157,601 | 2.8 | % | ||||||
Other Secured Consumer Loans | 645,158 | 11.4 | % | ||||||
Credit Cards and Other Unsecured Consumer Loans | 396,938 | 7.0 | % | ||||||
Total Consumer Loans | $ | 5,658,611 | 100.0 | % | |||||
Nonperforming Loans
A loan is considered by Great Lakes Bank to be nonperforming when it is 90 days or more delinquent or, if sooner, when the Bank has determined that repayment of the loan in full is unlikely. Late charges on residential mortgages are assessed if a payment is not received by the 15th day after the due date, and on installment loans, late charges are assessed if a payment is not received by the 10th day following the due date. Immediately thereafter, any borrower whose payment is not received by the proper time is mailed a past due notice. The borrower will be contacted by telephone if the delinquency continues to the 30th day. Late charges generally do not apply to Great Lakes Banks commercial loans. With payments generally due on the first of each month, a commercial borrower will be contacted if a loan payment has not been received by the tenth day of the month. Credit card statement processing is undertaken by a third party under contract with Great Lakes Bank. Past due notices are generated automatically, depending on the stage of delinquency of the card holder, with charge-offs occurring after 120 days.
It is the Banks policy to cease accruing interest on any loans where the principal and/or interest remains unpaid for 90 days or more, unless the loan is for a one- to four-family residential dwelling or is well collateralized. There were no loans on nonaccrual status at December 31, 1999 and 1998, respectively.
Impaired loans include all nonaccrual and restructured commercial real estate and other commercial loans. Residential real estate and consumer loans are excluded from the definition of an impaired loan. Loan impairment is measured as the present value of expected future cash flows discounted at the loans initial interest rate, the fair value of the collateral of an impaired collateral dependent loan or an observable market price. Interest income on impaired loans is recognized on a cash-basis method. There were no impaired loans at December 31, 1999 and 1998, respectively.
Not categorized as nonperforming loans are certain potential problem loans that management believes are adequately secured and for which no material loss is expected, but as to which certain circumstances could cause the borrowers to be unable to comply with the existing loan repayment terms at some future date. These potential problem loans totaled approximately $2,393,512 at December 31, 1999.
7
The following table summarizes nonperforming assets by category.
Year Ended December 31, | ||||||||||||||
1999 | 1998 | 1997 | ||||||||||||
Residential family real estate: | ||||||||||||||
Nonaccrual | $ | 0 | $ | 0 | $ | 70,047 | ||||||||
Past due 90 days or more | 4,267 | 0 | 0 | |||||||||||
Commercial real estate and other: | ||||||||||||||
Nonaccrual | 0 | 0 | 11,965 | |||||||||||
Past due 90 days or more | 0 | 46,486 | 31,916 | |||||||||||
Construction: | ||||||||||||||
Nonaccrual | 0 | 0 | 0 | |||||||||||
Past due 90 days or more | 0 | 0 | 0 | |||||||||||
Consumer: | ||||||||||||||
Nonaccrual | 0 | 0 | 0 | |||||||||||
Past due 90 days or more | 59,608 | 994 | 1,406 | |||||||||||
Total nonperforming loans | 63,875 | 47,480 | 115,334 | |||||||||||
Other Real Estate owned | 0 | 0 | 0 | |||||||||||
Total nonperforming assets | $ | 63,875 | $ | 47,480 | $ | 115,334 | ||||||||
Loans outstanding, net | $ | 87,412,502 | $ | 60,330,461 | $ | 53,097,451 | ||||||||
Allowance for loans losses | $ | 625,371 | $ | 482,418 | $ | 402,534 | ||||||||
Allowance for loan losses to total loans, net | 0.72 | % | 0.80 | % | 0.75 | % | ||||||||
Nonperforming loans to total loans, net | 0.07 | % | 0.08 | % | 0.22 | % | ||||||||
Nonperforming loans to total assets | 0.05 | % | 0.05 | % | 0.17 | % | ||||||||
Allowance for loan losses to nonperforming loans | 979.1 | % | 1,016.0 | % | 349.0 | % |
Allowance for loan losses
The amount of the allowance for loan losses is based on managements systematic detailed analysis of risks inherent in the various segments of the loan portfolio, managements assessment of known or probable losses inherent in the loan portfolio at December 31, 1999 that have come to managements attention during their ongoing analysis of credit quality, historical loss experience, current and anticipated economic conditions and other factors.
Although management believes that it uses the best information available to make such determinations and that the allowance for loan losses is adequate at December 31, 1999, future adjustments to the allowance may be necessary, and net earnings could be affected, if circumstances or economic conditions differ substantially from the assumptions used in making the initial determinations. Additionally, as an integral part of the examination process bank regulatory agencies periodically review Great Lakes Banks allowance for loan losses.
8
The following is a summary of Great Lakes Banks loan loss experience and selected ratios for the periods presented.
Year Ended December 31, | ||||||||||||||
1999 | 1998 | 1997 | ||||||||||||
Allowance for loan losses (beginning of period) | $ | 482,418 | $ | 402,534 | $ | 314,893 | ||||||||
Loans charged off: | ||||||||||||||
Residential real estate | 0 | 0 | 1,636 | |||||||||||
Commercial real estate and other | 3,185 | 14,406 | 4,339 | |||||||||||
Construction | 0 | 0 | 0 | |||||||||||
Consumer | 23,284 | 28,478 | 6,023 | |||||||||||
Total loans charged off | 26,469 | 42,884 | 11,998 | |||||||||||
Recoveries of loans previously charged off: | ||||||||||||||
Residential real estate | 0 | 0 | 197 | |||||||||||
Commercial real estate and other | 2,009 | 0 | 0 | |||||||||||
Construction | 0 | 0 | 0 | |||||||||||
Consumer | 16,413 | 2,768 | 2,442 | |||||||||||
Total recoveries | 18,422 | 2,768 | 2,639 | |||||||||||
Net loans charged off | 8,047 | 40,116 | 9,359 | |||||||||||
Provision for loan losses | 151,000 | 120,000 | 97,000 | |||||||||||
Allowance for loan losses (end of period) | $ | 625,371 | $ | 482,418 | $ | 402,534 | ||||||||
Loans outstanding: | ||||||||||||||
Average, net | $ | 75,499,457 | $ | 55,649,657 | $ | 46,751,096 | ||||||||
End of period, net | $ | 87,412,502 | $ | 60,330,461 | $ | 53,097,451 | ||||||||
Net charge offs to average loans | 0.01 | % | 0.07 | % | 0.02 | % |
With Great Lakes Banks emphasis on real estate secured lending, delinquencies and chargeoffs are below industry norms. At December 31, 1999, the Bank had 0.07% of net loans non-performing loans delinquent 90 days or more and during 1999 the total amount of net charge offs represented 0.01% of the Banks average total loan portfolio. Great Lakes Bank is committed to a conservative, secured approach to lending that will result in continued low charge off rates.
9
The following table sets forth the allocation of Great Lakes Banks allowance for loan losses by category and the percent of loans in each category to total loans at the dates indicated. The portion of the allowance for loan losses allocated to each category does not represent the total available for future losses that may occur within the loan category because the total loan loss allowance is a valuation reserve applicable to the entire loan portfolio. Great Lakes Bank has specific loan reserves with the remaining reserve allocated based on loan types.
Year Ended December 31, | ||||||||||||||||||||||||||
1999 | 1998 | 1997 | ||||||||||||||||||||||||
Percent of | Percent of | Percent of | ||||||||||||||||||||||||
Loans to | Loans to | Loans to | ||||||||||||||||||||||||
Amount | Total Loans | Amount | Total Loans | Amount | Total Loans | |||||||||||||||||||||
Type of loan | ||||||||||||||||||||||||||
Residential real estate | $ | 85,050 | 13.60 | % | $ | 111,052 | 42.89 | % | $ | 107,617 | 48.35 | % | ||||||||||||||
Commercial real estate and other | 375,223 | 60.00 | % | 285,094 | 35.29 | % | 204,804 | 27.51 | % | |||||||||||||||||
Construction | 66,915 | 10.70 | % | 21,949 | 16.28 | % | 20,877 | 17.17 | % | |||||||||||||||||
Consumer | 98,183 | 15.70 | % | 64,323 | 5.54 | % | 69,236 | 6.97 | % | |||||||||||||||||
Total | $ | 625,371 | 100.00 | % | $ | 482,418 | 100.00 | % | $ | 402,534 | 100.00 | % | ||||||||||||||
Securities
The Company classifies its securities as either held to maturity or available-for-sale. Securities may be in interest-bearing deposits, U. S. Government and agency obligations, state and local government obligations and government-guaranteed, mortgage-backed securities. Great Lakes Bank generally does not invest in securities that are rated less than investment grade by a nationally recognized statistical rating organization. A goal of the Companys investment policy is to limit interest-rate risk. GLB Bancorps operations independent of Great Lakes Bank consist principally of investments in a small number of financial institutions or holding companies, which investments are treated as available-for-sale and represent less than 5% of the outstanding shares of those institutions or holding companies.
The following table sets forth the carrying value of the Companys investment portfolio at the dates indicated.
Year Ended December 31, | |||||||||||||
1999 | 1998 | 1997 | |||||||||||
Available-for-Sale: | |||||||||||||
Equity Securities | $ | 4,512,090 | $ | 2,791,814 | $ | 0 | |||||||
Held to Maturity: | |||||||||||||
U.S. Treasury and other U.S | |||||||||||||
Government agency obligations | $ | 2,000,233 | $ | 2,007,742 | $ | 1,614,300 | |||||||
Equity Securities | 0 | 0 | 5,000 | ||||||||||
Total | $ | 2,000,233 | $ | 2,007,742 | $ | 1,619,300 | |||||||
10
The following table sets forth the scheduled maturities of held to maturity securities at December 31, 1999.
Weighted average | |||||||||
Amount | Yield | ||||||||
Due in one year or less | $ | 1,500,928 | 5.62 | % | |||||
Due from one year to five years | 499,305 | 5.31 | % | ||||||
Total | $ | 2,000,233 | |||||||
Sources of funds
Deposits
Savings deposits are a major source of funds. Great Lakes Bank offers a number of alternatives for depositors designed to attract both commercial and regular consumer checking and savings customers, including regular and money market savings accounts, NOW accounts, and a variety of fixed-maturity, fixed-rate certificates with maturities ranging from seven days to 60 months. The Bank also provides travelers checks, official checks, money orders, ATM services, and IRA accounts. Great Lakes Bank also offers a large-balance deposit account product known as the Golden Passbook Account at an attractive rate of interest for a relatively low minimum balance of $2,500.
The Bank has also had great success in developing a commercial checking account business. Great Lakes Banks commercial checking account offers a simple, inexpensive flat rate service fee for most small businesses instead of the complicated per transaction method used by many financial institutions.
The Banks most substantial deposits were investors Messrs. Jerome T. and Richard M. Osborne, individually and with affiliated companies and immediate family members. Their combined total deposits were approximately $8.3 million as of December 31, 1999, $6.7 million as of December 31, 1998, and $5.1 million as of December 31, 1997.
11
The distribution of deposit accounts by type and rate is set forth in the following tables as of the indicated dates.
December 31, | ||||||||||||||||||||||||
1999 | 1998 | |||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||
Amount | Yield | Percent | Amount | Yield | Percent | |||||||||||||||||||
Noninterest bearing demand Deposit | $ | 16,526,276 | 0.00 | % | 20.1 | % | $ | 12,886,078 | 0.00 | % | 18.8 | % | ||||||||||||
Interest bearing demand Deposit | 9,116,668 | 1.44 | % | 11.1 | % | 7,154,389 | 2.23 | % | 10.4 | % | ||||||||||||||
Savings | 41,940,268 | 3.69 | % | 51.1 | % | 35,144,171 | 3.76 | % | 51.2 | % | ||||||||||||||
Total Transaction accounts | 67,583,212 | 82.3 | % | 55,184,638 | 80.4 | % | ||||||||||||||||||
Certificates: | ||||||||||||||||||||||||
4.00% and less | 92,061 | 0.1 | % | 74,665 | 0.1 | % | ||||||||||||||||||
4.01% 5.00% | 6,957,454 | 8.5 | % | 3,556,146 | 5.2 | % | ||||||||||||||||||
5.01% 6.00% | 4,275,620 | 5.2 | % | 6,652,027 | 9.7 | % | ||||||||||||||||||
6.01% 7.00% | 2,243,348 | 2.7 | % | 2,170,829 | 3.1 | % | ||||||||||||||||||
7.01% 8.00% | 992,968 | 1.2 | % | 1,016,821 | 1.5 | % | ||||||||||||||||||
Total Certificate accounts | 14,561,451 | 5.32 | % | 17.7 | % | 13,470,488 | 5.62 | % | 19.6 | % | ||||||||||||||
Total Deposits | $ | 82,144,663 | 3.80 | % | 100.0 | % | $ | 68,655,126 | 4.06 | % | 100.0 | % | ||||||||||||
[Additional columns below]
[Continued from above table, first column(s) repeated]
December 31, | ||||||||||||
1997 | ||||||||||||
Average | ||||||||||||
Amount | Yield | Percent | ||||||||||
Noninterest bearing demand Deposit | $ | 8,288,832 | 0.00 | % | 16.0 | % | ||||||
Interest bearing demand Deposit | 4,800,162 | 2.07 | % | 9.2 | % | |||||||
Savings | 27,926,967 | 3.67 | % | 53.7 | % | |||||||
Total Transaction accounts | 41,015,961 | 78.9 | % | |||||||||
Certificates: | ||||||||||||
4.00% and less | 93,493 | 0.2 | % | |||||||||
4.01% 5.00% | 2,222,724 | 4.3 | % | |||||||||
5.01% 6.00% | 5,403,988 | 10.3 | % | |||||||||
6.01% 7.00% | 2,304,459 | 4.4 | % | |||||||||
7.01% 8.00% | 971,291 | 1.9 | % | |||||||||
Total Certificate accounts | 10,995,955 | 5.56 | % | 21.1 | % | |||||||
Total Deposits | $ | 52,011,916 | 3.95 | % | 100.0 | % | ||||||
The following table sets forth the amount of time deposits that are $100,000 or more, including certificates of deposit, by time remaining until maturity.
December 31, 1999 | |||||
Three months or less | $ | 1,119,512 | |||
Four months through 6 months | 1,579,046 | ||||
Seven months through 12 months | 1,704,403 | ||||
Over twelve months | 771,906 | ||||
Total | $ | 5,174,867 | |||
Borrowings
Deposits and repayment of loan principal are the primary source of funds for the Companys lending activities and other general business purposes. However, during periods when the supply of lendable funds or funds available for general business purposes cannot meet the demand for loans or such general business purposes, the Bank can obtain funds through loans (advances) from the FHLB. The FHLB generally limits advances to 25% of assets with a total borrowing limit of 40% of assets from all borrowing sources. Advances are collateralized by any combination of the following assets and collateralization rates: one- to four-family first mortgage loans, not past due greater than 90 days, pledged on a blanket basis at 150% of the advance amount, specifically identified mortgage loans at 125% of the advance amount and various types of investment and mortgage-backed securities at rates ranging from 101-110% of the advance amount. FHLB stock owned by the Bank is pledged as additional collateral but is not available as primary collateral.
12
Year Ended December 31, | ||||||||||||
1999 | 1998 | 1997 | ||||||||||
Maximum amount outstanding: | ||||||||||||
FHLB advances | $ | 10,500,000 | $ | 9,000,000 | $ | 7,500,000 | ||||||
Average amount of FHLB advances and other borrowings outstanding | 9,294,355 | 7,512,097 | 6,410,417 | |||||||||
Weighted average interest rate of total Borrowings based on period ended | 6.60 | % | 6.78 | % | 6.81 | % |
The following table sets forth certain information as to FHLB advances and other borrowings at the dates indicated.
December 31, | |||||||||||||||||||||||||||
1999 | 1998 | 1997 | |||||||||||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||||||||||
Average | Average | Average | |||||||||||||||||||||||||
Amount | Interest Rate | Amount | Interest Rate | Amount | Interest Rate | ||||||||||||||||||||||
FHLB advances | $ | 10,500,000 | 6.60 | % | $ | 9,000,000 | 6.78 | % | $ | 7,500,000 | 6.81 | % | |||||||||||||||
Total borrowings | $ | 10,500,000 | $ | 9,000,000 | $ | 7,500,000 | |||||||||||||||||||||
Employees
As of December 31, 1999, the Bank had 59 full-time and 19 part-time employees. None of the Banks employees are represented by any collective bargaining group. Management considers its employee relations to be good. The Holding Company currently has no paid employees.
Regulation and Supervision
The Company is a bank holding company within the meaning of the Bank Holding Company (BHC) Act. As such, the Company is subject to regulation, supervision and examination by the Board of Governors of the Federal Reserve Bank of Cleveland. The Company is required to file annual reports with the FRB and to provide the FRB such additional information as the FRB may require. The Act requires the prior approval of the Federal Reserve Board for a bank holding company to acquire or hold more than a 5% voting interest in any bank and restricts interstate banking activities.
The Bank is an Ohio-chartered commercial bank. The deposits of the Bank are insured to a maximum of $100,000 per depositor through the Bank Insurance Fund (BIF) administered by the FDIC. As a state-chartered, non-member bank, the Bank is primarily regulated by the FDIC and the Division.
The Company and the Bank are extensively regulated under federal and state law. These federal and state laws are intended to protect depositors, not shareholders. Federal and state laws applicable to bank holding companies and banks regulate, among other things, the range of permissible business activities, investments, reserves against deposits, capital levels, lending activities and practices, the nature and amount of collateral for loans, establishment of branches, mergers, dividends, and a variety of other important matters.
13
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) expanded significantly the authority of federal agencies to regulate the activities of federal and state banks and their holding companies. The FRB and the FDIC have extensive authority to prevent and to remedy unsafe and unsound practices and violations of applicable laws by depository institutions and their holding companies. The agencies may assess civil money penalties, issue cease-and-desist or removal orders, seek injunctions, and publicly disclose such actions.
Bank Holding Company Regulation
The BHC Act also prohibits a bank holding company, with certain exceptions, from acquiring more than five percent of the voting shares of any company that is not a bank and from engaging in any business other than banking or managing or controlling banks. Under the BHC Act, the Federal Reserve is authorized to approve the ownership of shares by a bank holding company in any company, the activities of which the Federal Reserve has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident thereto. The Federal Reserve has by regulation determined that certain activities are closely related to banking within the meaning of the BHC Act. These activities include: operating a savings association, mortgage company, finance company, or credit card company; performing certain data processing operations; providing investment and financial advice; and acting as an insurance agent for certain types of credit-related insurance.
It is the FRBs policy that bank holding companies serve as a source of strength for their subsidiary banking institutions. The FRB considers the adequacy of a bank holding companys capital on essentially the same risk-adjusted basis as capital adequacy is determined by the FDIC at the bank subsidiary level. In the case of a bank holding company with less than $150 million in total consolidated assets, the FRBs regulations provide that the capital adequacy requirements will generally be applied on a bank-only (rather than consolidated) basis. In general, bank holding companies are required to maintain a minimum ratio of total capital to risk-weighted assets of 8% and Tier 1 capital (consisting principally of shareholders equity) of at least 4%. Bank holding companies are also subject to a leverage ratio requirement. The minimum required leverage ratio for the highest rated companies is 3%. The minimum required leverage ratio for all other bank holding companies is 4% or higher.
As a bank holding company subject to regulation by the FRB, the Company must comply with policy statements issued by the FRB. The FRBs policy statement governing payment of cash dividends provides that a bank holding company should not pay cash dividends on common stock unless (i) the organizations net income for the past year is sufficient to fully fund the dividends and (ii) the prospective rate of earnings retention appears consistent with the organizations capital needs, asset quality and overall financial condition. For small bank holding companies (those with less than $150 million in assets), the FRBs position is that such companies should not pay dividends so long as they have a debt-to-equity ratio of 1:1 or greater.
The Gramm-Leach-Bliley Act (the Act) was enacted into law on November 12, 1999. It repeals key provisions of the Glass Steagall Act to permit commercial banks to affiliate with investment banks, substantially modifies the Bank Holding Company Act of 1956 to permit companies that own commercial banks to engage in any type of financial activity, and allows subsidiaries of banks to engage in a broad range of financial acitivites that are not permitted by banks themselves. The result is that banks of all sizes will be able to offer a wide range of financial products and services without the prior restraints of outdated laws. Also, banking companies and other financial service companies, such as insurance and securities companies will be able to combine more readily. Other important provisions include restrictions on the privacy of customer information, increased access to the Federal Home Loan Bank System by community banks, and changes to the requirements imposed by the Community Reinvestment Act. Several effective dates have been established for various aspects of this regualtion with March 11, 2000 being the date that Financial Holding Companies would be established. At this time, GLB Bancorp is watching the financial industry for its reaction to this legislation. We intend to proceed cautiously and allow others to blaze any new trails.
14
ITEM 2. DESCRIPTION OF PROPERTIES
The Company conducts its business at its main office headquartered in Mentor, Ohio and its nine branches located in Lake County (two were opened in February 1999 and one was opened in October 1999). The Company owns four of its offices and leases six offices, including the three newly opened offices. The total net book value of the Companys premises and equipment was $3,233,718 at December 31, 1999. See Note 4 of Notes to Consolidated Financial Statements Exhibit 13.
Listed below are the branches of the Bank and their locations:
Branch | Location | Owned/Leased | ||
Main Office | 7001 Center Street, Mentor | Owned | ||
Heisley | 9365 Mentor Avenue, Mentor | Owned | ||
Painesville Township | 1522 Mentor Avenue, Mentor | Leased | ||
Wickliffe | 29933 Euclid Avenue, Wickliffe | Leased | ||
Willoughby | 38600 Lakeshore Boulevard, Willoughby | Owned | ||
Willoughby Hills | 28500 Chardon Road, Willoughby Hills | Leased | ||
Mentor Lakeshore | 7742 Lakeshore Boulevard, Mentor | Owned | ||
Eastlake | 34580 Lakeshore Boulevard, Eastlake | Leased | ||
Painesville | 58 South Park Place, Painesville | Leased | ||
Downtown Willoughby | 4012 Erie St, Willoughby | Leased |
ITEM 3. LEGAL PROCEEDINGS
The nature of the Banks business generates a certain amount of litigation involving matters arising in the ordinary course of business. However, in the opinion of management, any liabilities that may result would not be expected to have a material adverse effect on the consolidated financial statements of the Company. In addition, no proceedings are pending nor are any known to be threatened or contemplated by anyone against the Bank by government authorities or others.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
15
PART II
ITEM 5. MARKET FOR THE REGISTRANTS COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Companys common stock is currently traded on the Nasdaq Small Cap Market. The approximate number of shareholders at December 31, 1999 was 186 which does not include the number of persons whose stock is held in nominee or street name accounts through brokers.
The Company and the Bank have paid no dividends to shareholders in the past nor does the Company anticipate paying any dividends in the near future. The Companys current philosophy to grow through branch expansion and acquisitions has made a limited amount of capital available, particularly with the guidelines established by federal bank regulatory authorities requiring capital levels to be above certain levels and regulatory guidelines which could limit the amounts subsidiaries can pay as dividends and the amount of dividends which holding companies and their subsidiaries may pay.
The following table shows the high and low sales prices of GLB common stock since public trading of GLB common stock began.
GLB Common Stock Price | ||||||||||
High | Low | |||||||||
1998: | ||||||||||
Second Quarter (from May 19, 1998) | $ | 17.50 | $ | 13.25 | ||||||
Third Quarter | $ | 14.06 | $ | 11.00 | ||||||
Fourth Quarter | $ | 14.75 | $ | 10.25 | ||||||
1999: | ||||||||||
First Quarter | $ | 12.25 | $ | 10.00 | ||||||
Second Quarter | $ | 11.38 | $ | 9.50 | ||||||
Third Quarter | $ | 10.50 | $ | 8.13 | ||||||
Fourth Quarter | $ | 10.00 | $ | 8.06 |
ITEM 6. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Managements Discussion and Analysis is incorporated by reference to the Annual Report to Shareholders for the year ended December 31, 1999, included here with as Exhibit 13.
ITEM 7. FINANCIAL STATEMENTS
The Financial Statements are incorporated by reference to the Annual Report to Shareholders for the year ended December 31, 1999 as Exhibit 13.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
16
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
The information concerning Directors and Executive officers of the Registrant is incorporated by reference from the Companys Definitive Proxy Statement to be filed with the Securities and Exchange Commission in March 2000.
ITEM 10. EXECUTIVE COMPENSATION
The information concerning Executive Compensation of the Registrant is incorporated by reference from the Companys Definitive Proxy Statement to be filed with the Securities and Exchange Commission in March 2000.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information concerning Security Ownership of Certain Beneficial Owners and Management of the Registrant is incorporated by reference from the Companys Definitive Proxy Statement to be filed with the Securities and Exchange Commission in March 2000.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The information concerning Certain Relationships and Related Party Transactions of the Registrant is incorporated by reference from the Companys Definitive Proxy Statement to be filed with the Securities and Exchange Commission in March 2000.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
EXHIBIT | |||
NUMBER | DESCRIPTION | ||
* | 3.a | Amended and Restated Articles of Incorporation of GLB Bancorp, Inc. (incorporated by reference to Exhibit 3.a to the Registration Statement on Form SB-2 filed by GLB Bancorp, Inc. on March 20, 1998, Commission File No. 333-48387) | |
* | 3.b | Code of Regulations, as amended, of GLB Bancorp, Inc. (incorporated by reference to Exhibit 3.b to the Registration Statement on Form SB-2 filed by GLB Bancorp, Inc. on March 20, 1998, Commission File No. 333-48387) | |
** | 4 | Instruments defining the rights of holders | |
** | 9 | Voting trust agreement | |
* | 10.a | 1998 Stock Option and Incentive Plan of GLB Bancorp, Inc. (incorporated by reference to Exhibit 10.a to the Registration Statement on Form SB-2 filed by GLB Bancorp, Inc. on March 20, 1998, Commission File No. 333-48387) | |
* | 10.b | Indenture of Lease dated March 1, 1998 between Richard M. Osborne, Trustee, and Great Lakes Bank, for the 58 South Park Place branch (Painesville, Ohio) (incorporated by reference to Exhibit 10.b to the Registration Statement on Form SB-2 filed by GLB Bancorp, Inc. on March 20, 1998, Commission File No. 333-48387) | |
* | 10.c | Indenture of Lease dated May 1, 1997 between Richard M. Osborne, Trustee, and Great Lakes Bank, for the 29933 Euclid Avenue branch (Wickliffe, Ohio) (incorporated by reference to Exhibit 10.c to the Registration Statement on Form SB-2 filed by GLB Bancorp, Inc. on March 20, 1998, Commission File No. 333-48387) | |
10.d | Indenture of Lease dated October 30, 1999 between Shoreway Circle, Inc. and Great Lakes Bank for the 34580 Lakeshore Blvd branch (Mentor, Ohio) | ||
* | 10.e | Federal Home Loan Bank of Cincinnati Blanket Agreement for Advances and Security Agreement, dated July 22, 1996 (incorporated by reference to Exhibit 10.e to the Registration Statement on form SB-2 filed by GLB Bancorp, Inc. on March 20, 1998,Commission File No. 333-48387) | |
* | 10.f | Lease Agreement by and between Great Lakes Bank and Collinwood Properties Co., LLC dated September 16, 1998, for the 28500 Chardon Road branch (Willoughby Hills, Ohio) (incorporated herein by reference to Exhibit 10.f included in Part II of GLB Bancorp, Inc.s Form S-4 Registration Statement (Commission File No. 333-71771) filed on February 4, 1999) | |
10.g | Indenture of Lease dated December 15, 1998 between First Merit Bank and Great Lakes Bank for the 4012 Erie Street branch (Willoughby, Ohio) | ||
*** | 11 | Statement re: computation of per share earnings | |
*** | 13 | GLB Bancorp, Inc.s Annual Report to Shareholders for the year ended December 31, 1999 | |
** | 16 | Letter on change in certifying accountant | |
** | 18 | Letter on change in accounting principles | |
* | 21 | Subsidiaries of GLB Bancorp, Inc. (incorporated herein by reference to Exhibit 21 included in Part II of GLB Bancorp, Inc.s Form S-4 Registration Statement (commission File No. 333-71771) filed on February 4, 1999) | |
** | 22 | Published report regarding matters submitted to vote | |
** | 23 | Consent of experts and counsel | |
** | 24 | Power of Attorney | |
*** | 27 | Financial Data Schedule | |
* | X | Incorporated by reference | |
** | X | Not applicable | |
*** | X | Filed herewith |
(b) No reports on Form 8-K were filed this quarter. |
17
SIGNATURES
Pursuant to the requirements of Sections 13 and 15 (d) 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.
GLB BANCORP, INC.
By: /s/ | Richard T. Flenner, Jr. | Date: | March 21, 2000 | |||
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Richard T. Flenner, Jr., President (Duly Authorized Representative) |
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By: /s/ | Cheryl J. Mihitsch | Date: | March 21, 2000 | |||
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Cheryl J. Mihitsch, Treasurer (Duly Authorized Representative) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ | Jerome T. Osborne | Date: | March 21, 2000 | |||
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Jerome T. Osborne, | ||||||
Chairman of the Board | ||||||
By: /s/ | Richard M. Osborne | Date: | March 21, 2000 | |||
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Richard M. Osborne, | ||||||
Vice Chairman of the Board | ||||||
By: /s/ | Richard T. Flenner, Jr. | Date: | March 21, 2000 | |||
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Richard T. Flenner, Jr., Director | ||||||
President | ||||||
By: /s/ | Gerorge X. Mechir | Date: | March 21, 2000 | |||
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George X. Mechir, Director | ||||||
By: /s/ | George C. Lott | Date: | March 21, 2000 | |||
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George C. Lott, Director | ||||||
By: /s/ | Thomas J. Smith | Date: | March 21, 2000 | |||
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Thomas J. Smith, Director | ||||||
By: /s/ | Edward R. Pike | Date: | March 21, 2000 | |||
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Edward R. Pike, Director | ||||||
By: /s/ | Joseph T. Svete | Date: | March 21, 2000 | |||
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Joseph T. Svete, Director | ||||||
By: /s/ | Jim Brown | Date: | March 21, 2000 | |||
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Jim Brown, Director | ||||||
By: /s/ | Thomas Wheeler | Date: | March 21, 2000 | |||
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Thomas Wheeler, Director | ||||||
By: /s/ | James V. Fryan | Date: | March 21, 2000 | |||
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James V. Fryan, Director |
18
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