<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the transition period from to
---------- -------------
Commission File Number 0-25945
GRAND CENTRAL FINANCIAL CORP.
-----------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 34-1877137
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
601 MAIN STREET, WELLSVILLE, OHIO 43968
(Address of principal executive offices)
(330) 532-1517
--------------
(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 during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class: Outstanding at May 1, 2000
Common stock, $0.01 par value 1,775,927 common shares
Transitional Small Business Disclosure format (check one) Yes [ ] No [X]
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
QUARTER ENDED MARCH 31, 2000
INDEX
<TABLE>
<CAPTION>
PART I. Financial Information
PAGE
<S> <C>
Item 1. - Financial Statements (unaudited)
Consolidated Balance Sheets as of March 31, 2000 and
December 31, 1999 ................................................................ 3
Consolidated Statements of Income for the three months ended
March 31, 2000 and 1999........................................................... 4
Condensed Consolidated Statements of Changes in Shareholders' Equity
for the three months ended March 31, 2000......................................... 5
Consolidated Statements of Comprehensive Income for the three months
ended March 31, 2000 and 1999..................................................... 6
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2000 and 1999..................................................... 7
Notes to Consolidated Financial Statements ....................................... 8
Item 2. - Management's Discussion and Analysis or Plan of Operation..................... 13
PART II. Other Information
Item 1. Legal Proceedings.............................................................. 18
Item 2. Changes in Securities.......................................................... 18
Item 3. Defaults Upon Senior Securities................................................ 18
Item 4. Submission of Matters to a Vote of Security Holders............................ 18
Item 5. Other Information.............................................................. 18
Item 6. Exhibits and Reports on Form 8-K............................................... 18
Signatures
</TABLE>
<PAGE>
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---- ----
<S> <C> <C>
ASSETS (unaudited)
Cash and amounts due from depository institutions $ 1,028 $ 2,597
Interest-bearing deposits in other banks 4,038 2,331
----------------- -----------------
Total cash and cash equivalents 5,066 4,928
Time deposits with other banks 7,000
Securities available for sale 3,716 3,795
Securities held to maturity (estimated fair value
of $37,490 in 2000 and $52,300 in 1999) 39,852 54,708
Loans held for sale 78 147
Loans, net 76,073 73,177
Federal Home Loan Bank stock, at cost 2,945 2,895
Premises and equipment, net 1,188 1,244
Accrued interest receivable 735 983
Other assets 823 620
----------------- -----------------
Total assets $ 137,476 $ 142,497
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest-bearing $ 2,392 $ 1,090
Interest-bearing 76,195 74,743
----------------- -----------------
Total deposits 78,587 75,833
Federal Home Loan Bank advances 32,386 36,419
Loan payable 7,000 -
Advance payments by borrowers for taxes and insurance 424 550
Accrued interest payable 336 178
Other liabilities 248 317
----------------- -----------------
Total liabilities 118,981 113,297
----------------- -----------------
Commitments and contingencies
Preferred stock, authorized 1,000,000 shares, no shares
issued and outstanding
Common stock, $.01 par value, 6,000,000 shares
authorized, 1,938,871 shares issued 19 19
Additional paid-in capital 8,294 18,595
Retained earnings, substantially restricted 13,818 14,010
Unearned stock based incentive plan shares (442) (934)
Treasury stock, 96,944 shares, at cost (1,285) (1,285)
Unearned employee stock ownership plan shares (1,940) (1,231)
Accumulated other comprehensive income 31 26
----------------- -----------------
Total shareholders' equity 18,495 29,200
----------------- -----------------
Total liabilities and shareholders' equity $ 137,476 $ 142,497
================= =================
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
3
<PAGE>
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amount)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three months ended
MARCH 31,
---------
2000 1999
---- ----
<S> <C> <C> <C>
INTEREST INCOME (unaudited)
Loans, including fees $ 1,479 $ 1,297
Interest on securities:
Taxable 824 877
Non-taxable - 3
Interest-bearing deposits in banks 147 97
------ ------
Total interest income 2,450 2,274
INTEREST EXPENSE
Deposits 759 817
FHLB borrowings 496 283
-------------- ---------------
Total interest expense 1,255 1,100
NET INTEREST INCOME 1,195 1,174
Provision for loan losses - -
-------------- ---------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,195 1,174
NON-INTEREST INCOME
Service charges 56 49
Gain on sale of loans - 12
Gain on sale of securities 6 11
Other income 14 20
-------------- ---------------
Total non-interest income 76 92
NON-INTEREST EXPENSE
Salaries and employee benefits 930 446
Net occupancy expense 98 131
Data processing expense 38 42
Franchise taxes 83 64
Other expenses 245 261
-------------- ---------------
Total non-interest expense 1,394 944
Income (loss) before income taxes (123) 322
Income tax expense (benefit) (42) 103
-------------- ---------------
Net income (loss) $ (81) $ 219
============== ===============
Basic and diluted earnings (loss) per share (.05) 0.12
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
4
<PAGE>
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
(In thousands, except per share data)
<TABLE>
<CAPTION>
Unearned Unearned
Employee Stock
Additional Stock Based
Common Paid in Retained Ownership Incentive
Stock Capital Earnings Plan Shares Plan Shares
----- ------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Balances at December 31, 1999 (unaudited) $ 19 $ 18,595 $ 14,010 $ (1,231) $ (934)
Return of capital - $6.00 per share (10,313) (738)
Commitment to release ESOP shares 12 29
Release of incentive shares 492
Cash dividends (111)
Comprehensive income:
Net loss (81)
Change in unrealized
gain (loss) on securities
available-for-sale, net of tax
Total Comprehensive Income (loss)
----------- ---------- ---------- ----------- -----------
Balances at March 31, 2000 (unaudited) $ 19 $ 8,294 $ 13,818 $ (1,940) $ (442)
=========== =========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Accumulated
Other Total
Treasury Comprehensive Shareholders
Stock Income Equity
----- ------ ------
<S> <C> <C> <C>
Balances at December 31, 1999 (unaudited) $ (1,285) $ 26 $ 29,200
Return of capital - $6.00 per share (11,051)
Commitment to release ESOP shares 41
Release of incentive shares 492
Cash dividends (111)
Comprehensive income:
Net loss (81)
Change in unrealized
gain (loss) on securities
available-for-sale, net of tax 5 5
-----------
Total Comprehensive Income (loss) (76)
----------- ----------- -----------
Balances at March 31, 2000 (unaudited) $ (1,285) $ 31 $ 18,495
=========== =========== ====--=====
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
5
<PAGE>
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
MARCH 31,
-----------------------
2000 1999
---- ----
(unaudited)
<S> <C> <C>
NET INCOME (LOSS) $ (81) $ 219
Other comprehensive income, net of tax
Unrealized gain (loss) on securities
available for sale arising during
the period 9 4
Less: Reclassified adjustment for
accumulated gains included
in net income 4 7
--------------- --------------
Unrealized gains (losses) on
securities 5 (3)
--------------- --------------
COMPREHENSIVE INCOME (LOSS) $ (76) $ 216
=============== ==============
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
6
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
MARCH 31,
---------
2000 1999
---- ----
(unaudited)
<S> <C> <C>
NET CASH FROM OPERATING ACTIVITIES $ 645 $ 887
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale
Purchases (118) (690)
Proceeds from sales 124 134
Proceeds from maturities and payments 144 922
Securities held to maturity
Purchases - (34,857)
Proceeds from maturities and payments 14,807 4,615
Increase in time deposits with other banks (7,000) -
Net change in loans (2,896) (984)
Purchases of premises and equipment - (111)
--------------- ----------------
Net cash from investing activities 5,061 (30,971)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 2,754 (4,459)
Net change in escrow accounts (126) (392)
Proceeds from loan payable 7,000 -
Return of capital (11,051) -
Cash dividends (111) -
Proceeds from long-term FHLB advances 14,400 14,700
Repayment of long-term FHLB advances (18,434) (827)
--------------- ----------------
Net cash from financing activities (5,568) 9,022
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 138 (21,062)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,928 26,026
--------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,066 $ 4,964
=============== ================
SUPPLEMENTAL DISCLOSURES Cash paid during the period for:
Interest $ 1,097 $ 958
Income taxes - -
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
7
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unless otherwise indicated, amounts in thousand.
BASIS OF PRESENTATION: These interim consolidated financial statements reflect
all adjustments which, in the opinion of management, are necessary to present
fairly the financial position of Grand Central Financial Corp. ("Company") and
its sole subsidiary, Central Federal Savings and Loan Association of Wellsville
("Association"), at March 31, 2000, and its results of operations and cash flows
for the periods presented. All such adjustments are normal and recurring in
nature. The accompanying unaudited consolidated financial statements do not
purport to contain all the necessary financial disclosures required by generally
accepted accounting principles that might otherwise be necessary in the
circumstances. The results of operations for the three month period ended March
31, 2000 and 1999 are not necessarily indicative of the results that may be
expected or that have occurred for the entire year. The annual report for the
Company for the year ended December 31, 1999, contains consolidated financial
statements and related notes that should be read in conjunction with the
accompanying unaudited consolidated financial statements.
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of the Company and the Association. All significant intercompany
balances and transactions have been eliminated in consolidation.
NATURE OF OPERATIONS:
The Company is engaged in the business of banking with operations and four
offices in Wellsville, Ohio and surrounding areas, which are primarily light
industrial areas. These communities are the source of substantially all of the
Company's deposits and loan activities. The Company's primary source of revenue
is single-family residential loans to middle income individuals.
USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expense during the reporting
period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for losses on loans and the value
of loans held for sale.
INVESTMENT AND MORTGAGE-BACKED SECURITIES:
Securities are classified as held to maturity and carried at amortized cost when
management has the positive intent and ability to hold them to maturity.
Securities are classified as available for sale when they might be sold before
maturity. Securities available for sale are carried at fair value, with
unrealized holding gains and losses reported in other comprehensive income.
Trading securities are carried at fair value, with changes in unrealized holding
gains and losses included in income. Other securities such as Federal Home Loan
bank stock are carried at cost.
- --------------------------------------------------------------------------------
(Continued)
8
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
INVESTMENT AND MORTGAGE-BACKED SECURITIES: (continued)
Interest income includes amortization of purchase premium or discount. Gains and
losses on sales are based on the amortized cost of the security sold. Securities
are written down to fair value when a decline in fair value is not temporary.
LOANS:
Loans are stated at unpaid principal balances, less the allowance for loan
losses and net deferred loan fees. Interest income on loans is accrued over the
term of the loans based upon the principal outstanding. The allowance for loan
losses is increased by charges to income and decreased by charge-offs (net of
recoveries). Management's periodic evaluation of the adequacy of the allowance
is based on the Company's past loan loss experience, known and inherent risks in
the portfolio, adverse situations that may affect the collateral, and current
economic conditions.
Uncollectible interest on loans that are contractually past due is charged off,
or an allowance is established based on management's periodic evaluation. The
allowance is established by a charge to interest income equal to all interest
previously accrued and unpaid, and income is subsequently recognized only to the
extent that cash payments are received until, in management's judgment, the
borrower demonstrates the ability to make periodic interest payments in which
case the loan is returned to accrual status.
Loans considered to be impaired, as identified according to internal loan review
standards, are reduced to the present value of expected future cash flows or to
the fair value of collateral by allocating a portion of the allowance for loan
losses to such loans. If these allocations cause the allowance for loan losses
to require an increase, such an increase will be reported as a provision for
loan losses charged to operations.
Management analyzes loans on an individual basis and classifies a loan as
impaired when an analysis of the borrower's operating results and financial
condition indicates that underlying cash flows are not adequate to meet its debt
service requirements. Often this is associated with a delay or shortfall in
payments of 30 days or more. Smaller balance homogeneous loans are evaluated for
impairment in total. Such loans include residential first mortgage loans secured
by one to four family residences, residential construction loans, home equity,
and other consumer loans, with balances less than $200,000. Loans are generally
moved to non-accrual status when 90 days or more past due. These loans may also
be considered impaired.
Impaired loans, or portions thereof, are charged off when deemed uncollectible.
The nature of the disclosures for impaired loans is considered generally
comparable to prior nonaccrual loans and non-performing and past due asset
disclosures.
- --------------------------------------------------------------------------------
9
<PAGE>
(Continued)
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
INCOME TAXES:
Income tax expense is based on the effective tax rate expected to be applicable
for the entire year. The Company follows the liability method of accounting for
income taxes. The liability method provides that deferred tax assets and
liabilities are recorded at enacted tax rates based on the difference between
the tax basis of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as "temporary differences". A valuation
allowance, if needed, reduces deferred tax assets to the amount expected to be
realized.
EARNINGS PER SHARE:
Basic earnings per common share is net income divided by the weighted average
number of common shares outstanding during the period. ESOP shares are
considered outstanding for this calculation unless unearned. Stock based
incentive plan shares are considered outstanding as they become vested. Diluted
earnings per common share include the dilutive effect of stock based incentive
plan shares and the additional potential common shares issuable under stock
options. The basic weighted average shares were 1,650,718 and 1,805,871 and
diluted weighted average share were 1,664,246 and 1,805,871 for March 31, 2000
and 1999.
COMPREHENSIVE INCOME:
Comprehensive income consists of net income and other comprehensive income.
Other comprehensive income includes unrealized gains and losses on securities
available for sale, which is also recognized as a separate component of
shareholders' equity.
NOTE 2 - INVESTMENT AND MORTGAGE BACKED SECURITIES
The carrying values and estimated fair values of investment and mortgage-backed
securities are summarized as follows:
<TABLE>
<CAPTION>
March 31, 2000
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Loss Value
(In thousands)
<S> <C> <C> <C>
AVAILABLE FOR SALE:
Municipal securities $ 25 $ 1 $ 26
U.S. government and federal
agencies
Mortgage-backed securities:
Freddie Mac 246 1 $ (1) 246
Fannie Mae 1,500 29 1,529
Ginnie Mae 1,896 19 1,915
--------------- -------------- --------------- ---------------
Total $ 3,667 $ 50 $ (1) $ 3,716
=============== ============== =============== ===============
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
10
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 2 - INVESTMENT AND MORTGAGE BACKED SECURITIES (continued)
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Loss Value
(In thousands)
<S> <C> <C> <C> <C>
HELD TO MATURITY:
U.S. government and federal
agencies $ 7,992 $ (529) $ 7,463
Corporate notes
Mortgage-backed securities:
Freddie Mac 17,823 $ 8 (992) 16,839
Fannie Mae 7,035 3 (416) 6,622
CMO's 7,002 (436) 6,566
--------------- -------------- --------------- ---------------
Total $ 39,852 $ 11 $ (2,373) $ 37,490
=============== ============== =============== ===============
</TABLE>
<TABLE>
<CAPTION>
December 31, 1999
Gross Gross Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Loss Value
(In thousands)
<S> <C> <C> <C> <C>
AVAILABLE FOR SALE:
Municipal securities $ 25 $ 25
Mortgage-backed securities:
Freddie Mac 281 $ (4) 277
Fannie Mae 1,486 $ 24 1,510
Ginnie Mae 1,963 20 1,983
--------------- --------------- --------------- ---------------
Total $ 3,755 $ 44 $ (4) $ 3,795
=============== ============== =============== ===============
HELD TO MATURITY:
U.S. government and federal
agencies $ 21,492 $ (547) $ 20,945
Mortgage-backed securities:
Freddie Mac 18,455 $ 13 (883) 17,585
Fannie Mae 7,210 6 (389) 6,827
CMO's 7,551 (608) 6,943
--------------- -------------- ---------------- ---------------
Total $ 54,708 $ 19 $ (2,427) $ 52,300
=============== ============== =============== ===============
</TABLE>
- --------------------------------------------------------------------------------
(Continued)
11
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
NOTE 3 - LOANS RECEIVABLE
Loans are summarized as follows:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
---- ----
(In thousands)
<S> <C> <C>
Loans secured by real estate:
Construction loans on single family residences $ 1,368 $ 2,073
Single family 54,015 51,560
Multi-family and commercial 1,218 1,301
Commercial loans 448 344
Consumer loans 19,395 18,268
------------ ------------
76,444 73,546
Allowance for loan losses (371) (369)
------------ ------------
Total $ 76,073 $ 73,177
============ ============
</TABLE>
An analysis of the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
Three months ended
March 31,
2000 1999
---- ----
(In thousands)
<S> <C> <C>
Balance, beginning of period $ 369 $ 379
Loans charged off - (7)
Recoveries 2 -
Provision for losses - -
----------- -----------
Balance, end of period $ 371 $ 372
=========== ===========
</TABLE>
NOTE 4 - NOTE PAYABLE
The Company has a note payable with a local institution for $7,000 at a rate of
7.30%. The note is for 10 months with principal and interest paid on the
maturity date, January 5, 2001. The note is secured by stock.
- --------------------------------------------------------------------------------
12
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
- --------------------------------------------------------------------------------
The following discussion compares the financial condition of Grand Central
Financial Corp ("Company") and its wholly owned subsidiary, Central Federal
Savings and Loan Association of Wellsville (the "Association") at March 31, 2000
to December 31, 1999 and the results of operations for the three months ended
March 31, 2000 and 1999. This discussion should be read in conjunction with the
interim financial statements and footnotes included herein.
FORWARD-LOOKING STATEMENTS
This report contains certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company intends such
forward-looking statements to be covered by the safe harbor provisions which are
not subject to certain risks and uncertainties for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995, and is
including this statement for purposes of these safe harbor provisions. When used
herein, the terms "anticipates", "plans", "expects", "believes", and similar
expressions as they relate to the Company or its management are intended to
identify such forward-looking statements. The Company's actual results,
performance or achievements may materially differ from those expressed or
implied in the forward-looking statements. Risks and uncertainties that could
cause or contribute to such material differences include, but are not limited
to, general economic conditions, interest rate environment, competitive
conditions in the financial services industry, changes in law, governmental
policies and regulations, and rapidly changing technology affecting financial
services.
These risks and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements. Further information concerning the Company and its business,
including additional factors that could materially affect the Company's
financial results, is included in the Company's 10-K filing for the year ended
December 31, 1999.
The Company does not undertake - and specifically disclaims any obligation
- - to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
GENERAL
The Company does not transact any material business other than through the
Association. The Company's results of operations are dependent primarily on net
interest income, which is the difference ("spread") between the interest income
earned on its loans, mortgage-backed securities, and securities portfolio and
its cost of funds, consisting of interest paid on its deposits and borrowed
funds. The interest rate spread is affected by regulatory, economic and
competitive factors that influence interest rates, loan demand and deposit
flows. The Company's net income is also
- --------------------------------------------------------------------------------
13
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
- --------------------------------------------------------------------------------
affected by, among other things, loan fee income, provisions for loan losses,
service charges, operating expenses and franchise and income taxes. The
Company's revenues are derived primarily from interest on mortgage loans,
consumer loans, mortgage-backed securities and securities, as well as income
from service charges and loan originations. The Company's operating expenses
principally consist of employee compensation and benefits, occupancy, federal
deposit-insurance premiums and other general and administrative expenses. The
Company's results of operations are also significantly affected by general
economic and competitive conditions, particularly changes in market interest
rates, government policies and actions of regulatory authorities. Future changes
in applicable law, regulations or government policies may materially impact the
Company.
MANAGEMENT STRATEGY
The Company is a community oriented financial institution offering a
variety of financial services to meet the needs of the communities it serves.
The Company attracts deposits from the general public and uses such deposits,
together with borrowings and other funds, to originate one-to-four family
residential mortgage loans and short-term consumer loans. To a lesser extent,
the Company also originates residential construction loans in its market area
and a limited amount of commercial business loans and loans secured by
multi-family and non-residential real estate. Management's efforts in increasing
the Company's volume of shorter-term consumer loans have been intended to help
reduce interest rate risk, as well as to build on the Company's residential
mortgage business. The Company's deposits are insured up to the maximum
allowable amount by the Savings Association Insurance Fund (the "SAIF"), and
administered by the Federal Deposit Insurance Corporation (the "FDIC"). The
Company also invests in mortgage-backed securities, most of which are insured or
guaranteed by federal agencies, as well as securities issued by the U.S.
government or agencies thereof.
The Company is not aware of any market or institutional trends, events or
uncertainties that are expected to have a material effect on liquidity, capital
resources or operations, except as discussed below. The Company is also not
aware of any current recommendations by its regulators which would have a
material effect if implemented, except as discussed below.
COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2000 AND DECEMBER 31, 1999
Total assets of the Company were $137.5 million at March 31, 2000, compared
to $142.5 million at December 31, 1999, representing a decrease of $5.0 million,
or 3.5%. The primary component in the decrease in total assets was a $14.9
million decrease in total securities (including securities available for sale
and held to maturity) which was partially offset by an increase in time deposits
with other banks and an increase in loans. The decrease in assets was primarily
due to the securities
- --------------------------------------------------------------------------------
14
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
- --------------------------------------------------------------------------------
being converted to help fund the return of capital. The Company also increased
its long term debt by $7,000 through a note payable, to help fund the return of
capital. Shareholders' equity decreased $10.7 million or 36.7% from December 31,
1999 mostly due to the return of capital.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2000
AND MARCH 31, 1999
GENERAL. Net income for the three months ended March 31, 2000 decreased by
$300,000 or 137.0% from $219,000 for the three months ended March 31, 1999 to a
net loss of $81,000 for the three months ended March 31, 2000. The decrease was
primarily due to the increase in salaries and employee benefits which doubled
due to an acceleration of expense for the stock based incentive plan in
conjunction with the return of capital. The return of capital triggered
additional expense for the stock based incentive plan when the return of capital
for the shares in the plan was passed through to the plan participants.
NET INTEREST INCOME. Net interest income is the largest component of the
Company's net income, and consists of the difference between interest income
generated on interest-earning assets and interest expense incurred on
interest-bearing liabilities. Net interest income is primarily affected by the
volumes, interest rates and composition of interest-earning assets and
interest-bearing liabilities.
Net interest income increased approximately $21,000, or 1.8%, from
$1,174,000 for the three months ended March 31, 1999 to $1,195,000 for the three
months ended March 31, 2000. The primary reason for this change was an increase
in interest income of $176,000, or 7.7%. The increase in interest income was due
to an increase in average earning assets. The growth was partially offset due to
the increase in interest expense of approximately $155,000 or 14.1% from the
three months ended March 31, 1999. The increase in expense was primarily due to
the increase in FHLB advances.
PROVISION FOR LOAN LOSSES. The provision for loan losses is based on
management's regular review of the loan portfolio, which considers factors such
as past experience, prevailing general economic conditions and considerations
applicable to specific loans, such as the ability of the borrower to repay the
loan and the estimated value of the underlying collateral, as well as changes in
the size and growth of the loan portfolio.
No provision for loan losses was recorded during the three months ended
March 31, 2000 or 1999. At March 31, 2000, the allowance for loan losses
represented 0.48% of total loans compared to 0.50% at December 31, 1999.
Management believes the allowance for loan losses is adequate to absorb probable
losses; however, future additions to the allowance may be necessary based on
changes in economic conditions.
- --------------------------------------------------------------------------------
15
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
- --------------------------------------------------------------------------------
NON-INTEREST INCOME. The Company experienced a $16,000, or 17.4%, decrease
in non-interest income during the first three months of 2000 compared to the
same period in 1999. The decrease was primarily due to the decrease in gains on
sales of loans and securities. The Company sold less loans during the first
quarter due to the increase in rates on long term fixed rate loans which reduced
the volume of fixed rate one-to-four family mortgage loans which the Company
typically sells. In addition, management decided to keep a greater portion of
the fixed rate one to-four family mortgage loans originated in its portfolio as
it felt that the new loans originated were at attractive yields compared to
other loan and investment options.
NONINTEREST EXPENSE. Noninterest expense increased $451,000, or 47.8%,
during the first three months of 2000 compared to the same period in 1999
primarily due to an increase of $484,000 or 108.5% in salaries and benefits
expense. The majority of the increase in salary and benefits expense was due to
an expense $492,000 associated with the stock based incentive plan. The stock
based incentive plan was not approved by the shareholders until July, 1999 so
there was no expense recorded for the plan in the first quarter of 1999. In
addition, of the $492,000 increase, $465,000 was due to an acceleration of the
stock based incentive plan expense recorded in conjunction with the return of
capital which was immediately passed through to plan participants. The future
expense related to stock based incentive plan for shares currently awarded will
be reduced by approximately $9,000 per month due to the accelerated expense
recorded during the first quarter of 2000. Excluding the additional expense
related to the stock based incentive plan, salary and benefit expense decreased
in the first quarter of 2000 compared to the same period in 1999. In addition,
occupancy and data processing expense decreased in 2000 from the same period in
1999. The decrease in salary and benefit expense, occupancy and data processing
is directly related to costs savings achieved based on management's decision to
close three in-store branches in the fourth quarter of 1999.
INCOME TAXES. The provision for income taxes totaled a benefit of $42,000
for the three months ended March 31, 2000 compared to an expense of $103,000 for
the three months ended March 31, 1999, due to the decrease in income before
income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Association's primary sources of funds are deposits, principal and interest
payments on loans, mortgage-backed and investment securities and borrowings from
the FHLB-Cincinnati. The Association uses the funds generated to support its
lending and investment activities as well as any other demands for liquidity
such as deposit outflows. While maturities and scheduled amortization of loans
are predictable sources of funds, deposit flows, mortgage prepayments and the
exercise of call features are greatly influenced by general interest rates,
economic conditions and competition. The Association has continued to maintain
the required levels of liquid assets as defined by OTS regulations. This
requirement of the OTS, which may be
- --------------------------------------------------------------------------------
16
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
- --------------------------------------------------------------------------------
varied at the direction of the OTS depending upon economic conditions and
deposit flows, is based upon a percentage of deposits and short-term borrowings.
The Association's currently required liquidity ratio is 4.0%. At March 31, 2000,
the Association's liquidity ratio was 22.3%.
At March 31, 2000, the Association exceeded all of its regulatory capital
requirements with a tangible capital level of $21.1 million, or 15.32%, of total
adjusted assets, which is above the required level of $5.5 million, or 4.0%;
core capital of $21.1 million, or 33.16%, of adjusted total assets, which is
above the required level of $5.5 million, or 4.0%; and risk-based capital of
$21.5 million, or 33.78%, of risk-weighted assets, which is above the required
level of $5.1 million, or 8.0%.
The Association's most liquid assets are cash and cash equivalents. The
levels of those assets are dependent on the Association's operating, financing,
lending and investing activities during any given period. At March 31, 2000,
cash and cash equivalents totaled $5.1 million, or 3.7% of total assets.
The Association has other sources of liquidity if a need for additional
funds arises, including FHLB advances. At March 31, 2000, the Association had
unused borrowing capacity from the FHLB of $26.5 million. Depending on market
conditions, the pricing of deposit products and FHLB advances, the Association
may rely on FHLB borrowing to fund asset growth.
The Association relies primarily on competitive rates, customer service and
long-standing relationships with customers to retain deposits. Based on the
Association's experience with deposit retention and current retention
strategies, management believes that, although it is not possible to predict
future terms and conditions upon renewal, a significant portion of such deposits
will remain with the Association.
YEAR 2000 COMPLIANCE
As of March 31, 2000, the Company has experienced no Year 2000 related
problems. Management continues to monitor systems for problems which may be
related to the Year 2000 issue.
- --------------------------------------------------------------------------------
17
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
Quarter ended March 31, 2000
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1.-Legal Proceedings.
The Company is not involved in any pending legal proceedings other than
routine legal proceedings occurring in the ordinary course of business. Such
routine legal proceedings, in the aggregate, are believed by management to be
immaterial to the Company's financial condition, results of operations or cash
flows.
Item 2.-Changes in Securities and Use of Proceeds.
None
Item 3.-Defaults Upon Senior Securities.
None
Item 4.-Submission of Matters to a Vote of Security Holders.
None
Item 5.-Other Information.
None
Item 6.-Exhibits and Reports on Form 8-K.
(a) Exhibits
<TABLE>
<S> <C>
3.1 Certificate of Incorporation of Grand Central Financial Corp.(1)
3.2 Bylaws of Grand Central Financial Corp.(1)
10.1 Employment Agreement between Grand Central Financial Corp. And William
R. Williams(2)
10.2 Employment Agreement between Grand Central Financial Corp. And John A.
Rife(2)
10.3 Employment Agreement between Grand Central Financial Corp. And Daniel
F. Galeoti(2)
10.4 Employment Agreement between Grand Central Financial Corp. And Charles
O. Standley(2)
10.5 Employment Agreement between Central Federal Savings and Loan
Association of Wellsville and William R. Williams(2)
10.6 Employment Agreement between Central Federal Savings and Loan
Association of Wellsville and John A. Rife(2)
10.7 Employment Agreement between Central Federal Savings and Loan
Association of Wellsville and Daniel F. Galeoti(2)
10.8 Employment Agreement between Central Federal Savings and Loan
Association of Wellsville and Charles O. Standley(2)
10.9 Form of Central Federal Savings and Loan Association of Wellsville
Employee Severance Compensation Plan(1)
10.10 Form of Central Federal Savings and Loan Association of Wellsville
Supplemental Executive Retirement Plan(1)
10.11 Amended and Restated Incentive Stock Option Plan(1)
- --------------------------------------------------------------------------------
</TABLE>
18
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
Quarter ended March 31, 2000
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
16 Letter on Change in Certifying Accountant(3)
27.0 Financial Data Schedule
- --------------------------------------------------------------------------------
(1) Incorporated by reference into this document from the Exhibits filed with
the Registration Statement on Form SB-2, and any amendments thereto,
Registration No. 333-64089.
(2) Incorporated by reference into this document from the Annual Report on Form
10-KSB, filed by Company for the year ended December 31, 1998.
(3) Incorporated by reference into this document from the Annual Report on Form
10-KSB, filed by the Company for the year ended December 31, 1999.
(b) Reports on Form 8-K
On February 9, 2000 the Company filed a Form 8-K, reporting the expiration
of the ten day notice period prior to the repurchase of up to 5% of the
Company's stock.
On February 18, 2000 the Company filed a Form 8-K, reporting the
declaration of a special cash distribution in the amount of $6.00 per share to
each shareholder of record on March 6, 2000 to be payable on March 17, 2000.
On March 20, 2000 the Company filed a Form 8-K, reporting the declaration
of a cash dividend payable April 13, 2000 to shareholders of record on March 30,
2000.
- --------------------------------------------------------------------------------
19
<PAGE>
GRAND CENTRAL FINANCIAL CORP.
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.
GRAND CENTRAL FINANCIAL CORP.
-----------------------------
Dated: May 15, 2000 By: /s/ WILLIAM R. WILLIAMS
---------------------------
William R. Williams
President and Chief Executive
Officer
(principal executive officer)
Dated: May 15, 2000 By: /s/ JOHN A. RIFE
----------------------------
John A. Rife
Executive Vice President and
Treasurer
(principal accounting and
financial officer)
- --------------------------------------------------------------------------------
20
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT ON FORM 10-QSB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001070680
<NAME> GRAND CENTRAL FINANCIAL CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 5,066
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 3,716
<INVESTMENTS-CARRYING> 39,852
<INVESTMENTS-MARKET> 37,490
<LOANS> 76,444
<ALLOWANCE> 371
<TOTAL-ASSETS> 137,476
<DEPOSITS> 78,587
<SHORT-TERM> 424
<LIABILITIES-OTHER> 584
<LONG-TERM> 39,386
0
0
<COMMON> 19
<OTHER-SE> 18,476
<TOTAL-LIABILITIES-AND-EQUITY> 137,476
<INTEREST-LOAN> 1,479
<INTEREST-INVEST> 824
<INTEREST-OTHER> 147
<INTEREST-TOTAL> 2,450
<INTEREST-DEPOSIT> 759
<INTEREST-EXPENSE> 1,255
<INTEREST-INCOME-NET> 1,195
<LOAN-LOSSES> 0
<SECURITIES-GAINS> 6
<EXPENSE-OTHER> 1,394
<INCOME-PRETAX> (123)
<INCOME-PRE-EXTRAORDINARY> (123)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (81)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
<YIELD-ACTUAL> 3.43
<LOANS-NON> 103
<LOANS-PAST> 0
<LOANS-TROUBLED> 0
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<ALLOWANCE-OPEN> 369
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</TABLE>
