<PAGE> 1
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 September 30, 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)
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 October 31, 2000
Common stock, $0.01 par value 1,749,831 common shares
Transitional Small Business Disclosure Format (check one) Yes[ ] No[X]
<PAGE> 2
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
QUARTER ENDED SEPTEMBER 30, 2000
INDEX
<TABLE>
<CAPTION>
PART I. Financial Information
Page
----
<S> <C>
Item 1 - Financial Statements
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999 .............................................................................. 3
Consolidated Statements of Income for the three and nine months ended
September 30, 2000 and 1999..................................................................... 4
Consolidated Statements of Comprehensive Income for the three and nine
months ended September 30, 2000 and 1999 ....................................................... 5
Condensed Consolidated Statements of Changes in Shareholders' Equity
for the nine months ended September 30, 2000.................................................... 6
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 and 1999............................................................... 7
Notes to Consolidated Financial Statements ..................................................... 8
Item 2 - Management's Discussion and Analysis or Plan of Operation.................................... 14
PART II. Other Information
Item 1. Legal Proceedings............................................................................ 20
Item 2. Changes in Securities ....................................................................... 20
Item 3. Defaults Upon Senior Securities.............................................................. 20
Item 4. Submission of Matters to a Vote of Security Holders.......................................... 20
Item 5. Other Information............................................................................ 20
Item 6. Exhibits and Reports on Form 8-K............................................................. 21
Signatures ........................................................................................... 22
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
ASSETS
Cash and amounts due from depository institutions $ 2,545 $ 2,597
Interest-bearing deposits in other banks -- 2,331
--------- ---------
Total cash and cash equivalents 2,545 4,928
Time deposits with other banks 7,000 --
Securities available for sale 3,217 3,795
Securities held to maturity (estimated fair value
of $35,281 in 2000 and $52,300 in 1999) 36,899 54,708
Loans held for sale -- 147
Total loans 83,130 73,546
Less: Allowance for loan losses (364) (369)
--------- ---------
Net loans 82,766 73,177
Federal Home Loan Bank stock, at cost 3,056 2,895
Premises and equipment, net 1,109 1,244
Accrued interest receivable 992 983
Other assets 988 620
--------- ---------
Total assets $ 138,572 $ 142,497
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non interest-bearing $ 3,459 $ 1,090
Interest-bearing 70,620 74,743
--------- ---------
Total deposits 74,079 75,833
Federal Home Loan Bank advances 38,287 36,419
Loan payable 7,000 --
Advance payments by borrowers for taxes and insurance 460 550
Accrued interest payable 667 178
Other liabilities 241 317
--------- ---------
Total liabilities 120,734 113,297
--------- ---------
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 8,308 18,595
Retained earnings, substantially restricted 13,918 14,010
Unearned stock based incentive plan shares (391) (934)
Treasury stock, 189,040 and 96,944 shares, at cost (2,151) (1,285)
Unearned employee stock ownership plan shares (1,882) (1,231)
Accumulated other comprehensive income 17 26
--------- ---------
Total shareholders' equity 17,838 29,200
--------- ---------
Total liabilities and shareholders' equity $ 138,572 $ 142,497
========= =========
</TABLE>
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
3
<PAGE> 4
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amount)
--------------------------------------------------------------------------------
[CAPTION]
<TABLE>
Three months ended Nine months ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
------ ------ ------ ------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans, including fees $1,598 $1,355 $4,568 $3,946
Securities:
Taxable 849 1,050 2,552 2,942
Non-taxable -- 2 1 7
Interest-bearing deposits in banks 7 12 159 136
------ ------ ------ ------
Total interest income 2,454 2,419 7,280 7,031
INTEREST EXPENSE
Deposits 803 780 2,344 2,397
FHLB borrowings 596 422 1,594 1,098
Loan payable 129 -- 279 --
------ ------ ------ ------
Total interest expense 1,528 1,202 4,217 3,495
------ ------ ------ ------
NET INTEREST INCOME 926 1,217 3,063 3,536
Provision for loan losses -- -- -- --
------ ------ ------ ------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 926 1,217 3,063 3,536
NONINTEREST INCOME
Service charges 42 70 192 183
Gain on sale of loans -- -- 3 12
Gain on sale of securities 4 5 10 32
Other income 22 10 36 20
------ ------ ------ ------
Total non-interest income 68 85 241 247
NONINTEREST EXPENSE
Salaries and employee benefits 422 504 1,803 1,455
Net occupancy expense 92 123 283 388
Data processing expense 35 35 108 114
FDIC assessments 4 12 12 37
Franchise taxes 97 68 263 181
Other expenses 153 217 542 726
------ ------ ------ ------
Total non-interest expense 803 959 3,011 2,901
------ ------ ------ ------
Income before income taxes 191 344 293 882
Income tax expense 52 154 55 299
------ ------ ------ ------
Net income $ 139 $ 189 $ 238 $ 583
====== ====== ====== ======
Basic and diluted earnings
per share $ .09 $ .11 $ .15 $ .33
</TABLE>
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET INCOME $ 139 $ 189 $ 238 $ 583
Other comprehensive income, net of tax
Unrealized gain (loss) on securities
available for sale arising during
the period 18 3 (2) 7
Less: Reclassification adjustment for
accumulated gains included
in net income 3 3 7 21
----- ----- ----- -----
Unrealized gains (losses) on
securities 15 -- (9) (14)
----- ----- ----- -----
COMPREHENSIVE INCOME $ 154 $ 189 $ 229 $ 569
===== ===== ===== =====
</TABLE>
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
5
<PAGE> 6
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(In thousands, except per share data)
Unearned Unearned
Employee Stock
Additional Stock Based
Common Paid in Retained Ownership Incentive Treasury
Stock Capital Earnings Plan Shares Plan Shares Stock
----- ------- -------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Balances at January 1, 2000 $ 19 $ 18,595 $ 14,010 $ (1,231) $ (934) $ (1,285)
Return of capital - $6.00 per share (10,313) (738)
Commitment to release ESOP shares 26 87
Release of incentive shares 543
Purchase of treasury stock (866)
Cash dividends (330)
Net income 238
Change in unrealized
gain on securities
available-for-sale, net of tax
--------- --------- --------- --------- ------- ---------
Balances at September 30, 2000 $ 19 $ 8,308 $ 13,918 $ (1,882) $ (391) $ (2,151)
========= ========= ========= ========= ======= =========
(In thousands, except per share data)
Accumulated
Other Total
Comprehensive Shareholders
Income Equity
------ ------
<S> <C> <C>
Balances at January 1, 2000 $ 26 $29,200
Return of capital - $6.00 per share (11,051)
Commitment to release ESOP shares 113
Release of incentive shares 543
Purchase of treasury stock (866)
Cash dividends (330)
Net income 238
Change in unrealized
gain on securities
available-for-sale, net of tax (9) (9)
--------- ----------
Balances at September 30, 2000 $ 17 $17,838
========= ==========
</TABLE>
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
6
<PAGE> 7
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------
2000 1999
-------- --------
<S> <C> <C>
NET CASH FROM OPERATING ACTIVITIES $ 902 $ 449
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale
Purchases (174) (1,407)
Proceeds from sales 236 421
Proceeds from maturities and payments 624 1,409
Securities held to maturity
Purchases -- (48,057)
Proceeds from maturities and payments 17,838 24,320
Increase in time deposits with other banks (7,000) --
Net change in loans (8,386) (5,410)
Purchase of loans (1,200) --
Purchase of FHLB stock -- (143)
Purchases of premises and equipment -- (119)
-------- --------
Net cash from investing activities 1,938 (28,986)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits (1,754) (7,453)
Net change in escrow accounts (90) (386)
Proceeds from loan payable 7,000 --
Return of capital (11,051) --
Cash dividends (330) (60)
Purchase of treasury stock (866) (1,285)
Proceeds from long-term FHLB advances 29,266 26,800
Repayment of long-term FHLB advances (27,398) (10,332)
-------- --------
Net cash from financing activities (5,223) 7,284
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (2,383) (21,253)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,928 26,026
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,545 $ 4,773
======== ========
SUPPLEMENTAL DISCLOSURES
Cash paid during the period for:
Interest $ 3,728 $ 3,397
Income taxes 10 185
</TABLE>
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
7
<PAGE> 8
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unless otherwise indicated, dollar 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 September 30, 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- and nine-month periods
ended September 30, 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 Grand Central Financial Corp. and its wholly-owned subsidiary
Central Federal Savings and Loan of Wellsville. 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.
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> 9
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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.
--------------------------------------------------------------------------------
(Continued)
9
<PAGE> 10
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 1,606,679 and 1,786,520
and diluted weighted average share were 1,630,951 and 1,791,067 for the nine
months ended September 30, 2000 and 1999, respectively. The basic weighted
average shares were 1,558,563 and 1,744,865 and diluted weighted average shares
were 1,586,365 and 1,744,865 for the three months ended September 30, 2000 and
1999, respectively. Following is a summary of shares used in computing EPS:
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------ -----------------
September 30, September 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding for basic EPS $1,558,563 $1,744,865 $1,606,679 $1,786,520
Add: Dilutive effects of assumed
exercises of stock options 27,802 -- 24,272 4,547
---------- ---------- ---------- ----------
Average shares and dilutive potential
common shares $1,586,365 $1,744,865 $1,630,951 $1,791,067
========== ========== ========== ==========
</TABLE>
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.
BUSINESS SEGMENTS: While the Company's chief decision-makers monitor the revenue
streams of the various Company products and services, operations are managed and
financial performance is evaluated on a company-wide basis. Accordingly, all of
the Company's banking operations are considered by management to be aggregated
in one reportable operating segment.
--------------------------------------------------------------------------------
(Continued)
10
<PAGE> 11
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 2 - SECURITIES
The carrying values and estimated fair values of investment and mortgage-backed
securities are summarized as follows:
<TABLE>
<CAPTION>
September 30, 2000
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 224 $ (2) 222
Fannie Mae 1,232 $ 7 -- 1,239
Ginnie Mae 1,710 21 -- 1,731
------- ------- ------- -------
Total $ 3,191 $ 28 $ (2) $ 3,217
======= ======= ======= =======
HELD TO MATURITY:
U.S. government and federal
agencies $ 7,993 $ (403) $ 7,590
Mortgage-backed securities:
Freddie Mac 16,234 $ 18 (609) 15,643
Fannie Mae 6,498 5 (247) 6,256
CMOs 6,174 -- (382) 5,792
------- ------- ------- -------
Total $36,899 $ 23 $(1,641) $35,281
======= ======= ======= =======
</TABLE>
--------------------------------------------------------------------------------
(Continued)
11
<PAGE> 12
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 2 - SECURITIES (Continued)
<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
CMOs 7,551 (608) 6,943
-------- -------- -------- --------
Total $ 54,708 $ 19 $ (2,427) $ 52,300
======== ======== ======== ========
</TABLE>
NOTE 3 - LOANS RECEIVABLE
Loans are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
---- ----
(In thousands)
<S> <C> <C>
Loans secured by real estate:
Construction loans on single-family residences $ 1,687 $ 2,073
Single family 59,042 51,560
Multi-family and commercial 1,186 1,301
Commercial loans 432 344
Consumer loans 20,783 18,268
-------- --------
83,130 73,546
Allowance for loan losses (364) (369)
-------- --------
Total $ 82,766 $ 73,177
======== ========
</TABLE>
--------------------------------------------------------------------------------
(Continued)
12
<PAGE> 13
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 3 - LOANS RECEIVABLE (Continued)
An analysis of the allowance for loan losses is as follows:
<TABLE>
<CAPTION>
Nine months ended
September 30,
2000 1999
---- ----
(In thousands)
<S> <C> <C>
Balance, beginning of period $ 369 $ 379
Loans charged off (10) (8)
Recoveries 5 4
Provision for losses - -
----------- -----------
Balance, end of period $ 364 $ 375
=========== ===========
</TABLE>
NOTE 4 - LOAN PAYABLE
The Company has a note payable with a local institution for $7,000 at a rate of
7.30%. The note had an original maturity of 10 months with principal and
interest paid on the maturity date, January 5, 2001. The note is secured by the
outstanding shares of the Association's stock. The proceeds were used to fund
the return of capital of $6.00 per share in the first quarter of 2000.
--------------------------------------------------------------------------------
13
<PAGE> 14
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 September 30,
2000 to December 31, 1999 and the results of operations for the three months
ended September 30, 2000 and 1999 and nine months ended September 30, 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 that 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 filings with the SEC.
The Company does not undertake - and specifically disclaims any obligation - to
publicly release the result of any revisions that 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
--------------------------------------------------------------------------------
14
<PAGE> 15
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
competitive factors that influence interest rates, loan demand and deposit
flows. The Company's net income is also 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.
In June 1998, the Financial Accounting Standards Board (the FASB) issued
Statement No. 133 Accounting for Derivative Instruments and Hedging Activities
(SFAS 133), subsequently amended by SFAS No. 137 and 138, which the Company is
required to adopt effective January 1, 2001. SFAS 133 will require the Company
to record all derivatives on the balance sheet at fair value. Changes in
derivative fair values will either be recognized in earnings as offsets to the
changes in fair value of related hedged assets, liabilities and firm commitments
or, for forecasted transactions, deferred and recorded as a component of other
stockholders' equity until the hedged transactions occur and are recognized in
earnings. The ineffective portion of a hedging derivative's change in fair value
will be immediately recognized in earnings. The impact of SFAS 133 on the
Company's financial statements will depend on a variety of factors, including
future interpretative guidance from the FASB, the future level of forecasted and
actual foreign currency transactions, the extent of the Company's hedging
activities, the types of hedging instruments used and the effectiveness of such
instruments. However, the Company does not believe the effect of adopting SFAS
133 will be material to its financial position.
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.
--------------------------------------------------------------------------------
15
<PAGE> 16
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
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 SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
Total assets of the Company were $138.6 million at September 30, 2000, compared
to $142.5 million at December 31, 1999, representing a decrease of $3.9 million,
or 2.8%. The primary component in the decrease in total assets was a $18.4
million decrease in total securities (including securities available for sale
and held to maturity) that was partially offset by an increase in time deposits
with other banks and an increase in loans. The proceeds of maturing securities
and securities sold were used to fund an increase in loans and a $6.00 per share
return of capital in the second quarter of 2000. The return of capital was also
partially funded by a $7.0 million increase in short term debt. Gross loans
increased $9.6 million or 13.0% from December 31, 1999. The majority of the
increase was in consumer loans and the single-family real estate portfolio. The
majority of the increase was due to demand in the surrounding area, however $1.2
million of the increase was due to the Company purchasing loans from another
financial institution. The increase in loans was funded by an increase in
Federal Home Loan Bank advances of $1.9 million and the sale and maturity of
securities. Deposits are still the main funding source for loans, but the
Company will use FHLB Advances to fund loan demand as needed. Deposits decreased
due to the closing of several branches. The decrease in assets was primarily due
to the securities being converted to help fund the return of capital.
Shareholders' equity decreased $11.4 million or 38.9% from December 31, 1999
primarily due to return of capital.
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
General. Net income for the three months ended September 30, 2000 decreased by
$50,000 from $189,000 for the three months ended September 30, 1999 to $139,000
for the three months ended September 30, 2000. Net income for the nine months
ended September 30, 2000 of $238,000 was a decrease of $345,000 or 59.2%, from
the net income of $583,000 for the nine months ended September 30, 1999. The
year-to-date decrease was primarily due to the decline in net interest income
and the significant increase in salaries and employee benefits associated
primarily with the return of capital passed through to participants in the
Company's stock-based incentive plan.
--------------------------------------------------------------------------------
16
<PAGE> 17
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
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-earnings 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 decreased approximately $291,000, or 23.9%, for the three
months ended September 30, 2000 and $473,000, or 13.4%, for the nine months
ended September 30, 2000 from the prior-year periods. The primary reason for the
decrease in income is due to the increase in interest expense for the increased
short-term borrowings, the proceeds of which were used to help fund the return
of capital, a decrease in interest income from securities and an increase in
FHLB advances that were used to fund the loan growth.
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 or nine months ended
September 30, 2000 or 1999. Non-performing loans increased to 0.04% of total
loans at September 30, 2000, an increase from 0.01% at December 31, 1999. While
the level of non-performing loans has increased, management believes the loans
are well collateralized and expects little or no loss. At September 30, 2000,
the allowance for loan losses represented .44% of total loans compared to .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.
Noninterest Income. Noninterest income for the nine months ended September 30,
2000 decreased to $241,000 from $247,000 in September 30, 1999. The decrease was
primarily due to the decrease in gains on sale of loans and securities. The
decrease was offset by an increase in service charges due to a change in service
charges. The Company increased service charge fees from 1999 to generate income
and offset the related expenses. Noninterest income for the three months ended
September 30, 2000 decreased $17,000 or 20.0% from the same period in 1999. The
decrease was due to a reduced volume of service charges assessed during the
quarter compared with the prior year.
--------------------------------------------------------------------------------
17
<PAGE> 18
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
Noninterest Expense. Noninterest expense decreased $156,000, or 16.3%, for the
quarter ended September 30, 2000 and increased $110,000, or 3.8% for the nine
months ended September 30, 2000 compared to the similar periods in 1999. The
majority of the increase was in salary and benefits expense due primarily to an
expense of $465,000 from the 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 shares
awarded under the stock based incentive plan will be reduced by approximately
$9,000 per month due to the accelerated expense recorded during the nine months
ended September 30, 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 for the three
months ended September 30, 2000, is directly related to the closing of three
in-store branches in the fourth quarter of 1999. Franchise tax expense increased
from 1999. The 1999 expense was much lower than the 2000 expense because the
Company had shifted its tax year just prior to converting from a mutual to stock
form of organization.
Income Taxes. The provision for income taxes totaled $55,000 for the nine months
ended September 30, 2000 compared to $299,000 for the nine months ended
September 30, 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 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 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 September 30, 2000, the Association's liquidity ratio was 18.0%.
--------------------------------------------------------------------------------
18
<PAGE> 19
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
At September 30, 2000, the Association exceeded all of its regulatory capital
requirements with a tangible capital level of $21.7 million, or 15.7%, of total
adjusted assets, which is above the required level of $5.5 million, or 4.0%;
core capital of $21.7 million, or 32.5%, of adjusted total assets, which is
above the required level of $5.5 million, or 4.0%; and risk-based capital of
$22.0 million, or 33.1% of risk-weighted assets, which is above the required
level of $5.3 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 September 30, 2000, cash
and cash equivalents totaled $2.5 million, or 1.8%, of total assets.
The Association has other sources of liquidity if a need for additional funds
arises, including FHLB advances. At September 30, 2000, the Association had
$38.3 million in advances outstanding from the FHLB-Cincinnati, and at September
30, 2000, had an additional overall borrowing capacity from the FHLB of $22.8
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.
--------------------------------------------------------------------------------
19
<PAGE> 20
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
Quarter ended September 30, 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
--------------------------------------------------------------------------------
20
<PAGE> 21
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
Quarter ended September 30, 2000
PART II - OTHER INFORMATION
--------------------------------------------------------------------------------
Item 6 Exhibits and Reports on Form 8-K.
a) Exhibit
Number Exhibit
------ -------
3.1 Certificate of Incorporation of Grand Central Financial
Corp. (1)
3.2 Bylaws of Grand Central Financial Corp. (1)
16.0 Letter on change in certifying accountant (2)
27 Financial Data Schedule for the nine months ended September
30, 2000
b) Reports on Form 8-K. The information reported is as follows:
On September 7, 2000, Grand Central Financial Corp. (the "Company") reported the
completion of its five percent stock repurchase program.
On September 22, 2000, Grand Central Financial Corp. (the "Company") reported
the declaration of a cash dividend of $.06 per share payable October 17, 2000 to
stockholders of record at the close of business on October 3, 2000.
(2) 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.
--------------------------------------------------------------------------------
21
<PAGE> 22
GRAND CENTRAL FINANCIAL CORP.
Quarter ended September 30, 2000
PART II - OTHER INFORMATION
--------------------------------------------------------------------------------
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned hereunto duly
authorized.
GRAND CENTRAL FINANCIAL CORP.
-----------------------------
Dated: November 14, 2000 By: /s/ William R. Williams
-----------------------------------
William R. Williams
President and Chief Executive Officer
(principal executive officer)
Dated: November 14, 2000 By: /s/ John A. Rife
-----------------------------------
John A. Rife
Executive Vice President and Treasurer
(principal accounting and financial officer)
--------------------------------------------------------------------------------
22
