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 June 30, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to______________
Commission File Number 0-25045
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 July 31, 2002
Common stock, $0.01 par value 1,683,396 shares
Transitional Small Business Disclosure Format (check one) Yes [ ] No[X]
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
QUARTER ENDED JUNE 30, 2002
INDEX
PART I. Financial Information
PAGE
Item 1 - Financial Statements
Consolidated Balance Sheets as of June 30, 2002 and
December 31, 2001 ................................................................... 3
Consolidated Statements of Income for the three and six months ended
June 30, 2002 and 2001............................................................... 4
Condensed Consolidated Statements of Changes in Shareholders' Equity
for the six months ended June 30, 2002............................................... 5
Consolidated Statements of Comprehensive Income for the three and six
months ended June 30, 2002 and 2001 ................................................. 6
Condensed Consolidated Statements of Cash Flows for the six months
ended June 30, 2002 and 2001......................................................... 7
Notes to Consolidated Financial Statements .......................................... 8
Item 2 - Management's Discussion and Analysis or Plan of Operation......................... 9
PART II. Other Information
Item 1. Legal Proceedings................................................................. 16
Item 2. Changes in Securities ............................................................ 16
Item 3. Defaults Upon Senior Securities................................................... 16
Item 4. Submission of Matters to a Vote of Security Holders............................... 16
Item 5. Other Information................................................................. 16
Item 6. Exhibits and Reports on Form 8-K.................................................. 17
Signatures ................................................................................ 19
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
--------------------------------------------------------------------------------
June 30, December 31,
2002 2001
---- ----
ASSETS
Cash and amounts due from depository institutions $ 15,121 $ 4,378
Interest-bearing deposits in other banks 2 2
----------------- -----------------
Total cash and cash equivalents 15,123 4,380
Time deposits with other banks 7,104 7,006
Securities available for sale 1,749 2,092
Securities held to maturity (estimated fair value
of $23,039 in 2002 and $31,777 in 2001) 22,829 23,343
Loans held for sale 468 8,221
Loans, net 63,047 70,570
Federal Home Loan Bank stock, at cost 3,405 3,328
Premises and equipment, net 880 849
Accrued interest receivable 463 530
Other assets 876 608
----------------- ------------------
Total assets $ 115,944 $ 120,927
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non interest-bearing $ 507 $ 825
Interest-bearing 77,712 75,343
----------------- -----------------
Total deposits 78,219 76,168
Federal Home Loan Bank advances 11,898 18,393
Loan payable 6,800 7,000
Advance payments by borrowers for taxes and insurance 604 603
Accrued interest payable 69 88
Other liabilities 631 515
----------------- -----------------
Total liabilities 98,221 102,767
----------------- -----------------
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 8,306 8,310
Retained earnings, substantially restricted 14,003 13,962
Unearned stock based incentive plan shares (211) (270)
Treasury stock, 255,565 and 196,540 shares, at cost (2,877) (2,226)
Unearned Employee Stock Ownership Plan shares (1,536) (1,651)
Accumulated other comprehensive income 19 16
----------------- -----------------
Total shareholders' equity 17,723 18,160
----------------- -----------------
Total liabilities and shareholders' equity $ 115,944 $ 120,927
================= =================
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
3.
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amount)
--------------------------------------------------------------------------------
Three months ended Six months ended
June 30, June 30,
-------- --------
2002 2001 2002 2001
---- ---- ---- ----
INTEREST INCOME
Loans, including fees $ 1,280 $ 1,750 $ 2,745 $ 3,474
Interest on securities 444 690 897 1,438
Interest-bearing deposits
in banks 43 81 66 159
--------------- -------------- -------------- ---------------
Total interest income 1,767 2,521 3,708 5,071
INTEREST EXPENSE
Deposits 662 833 1,350 1,665
FHLB borrowings 165 432 341 992
Loan payable 82 143 163 269
--------------- -------------- -------------- ---------------
Total interest expense 909 1,408 1,854 2,926
NET INTEREST INCOME 858 1,113 1,854 2,145
Provision for loan losses - - - -
--------------- -------------- -------------- ---------------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 858 1,113 1,854 2,145
NON-INTEREST INCOME
Service charges 25 32 48 84
Gain on sale of loans 69 15 172 19
Gain on sale of securities - 4 10 4
Other income 10 20 19 29
--------------- -------------- -------------- ---------------
Total non-interest income 104 71 249 136
NON-INTEREST EXPENSE
Salaries and employee benefits 461 461 902 898
Net occupancy expense 62 66 125 153
Data processing expense 32 36 66 71
FDIC assessments 3 3 7 7
Franchise taxes 73 76 152 150
Other expenses 128 404 310 591
--------------- -------------- -------------- ---------------
Total non-interest expense 759 1,046 1,562 1,870
Income before income taxes 203 138 541 411
Income tax expense 63 47 192 140
--------------- -------------- -------------- ---------------
Net income $ 140 $ 91 $ 349 $ 271
=============== ============== ============== ===============
Earnings per share
Basic $ .09 $ .06 $ .22 $ .18
Diluted $ .09 $ .06 $ .22 $ .17
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
4.
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands, except per share amount)
--------------------------------------------------------------------------------
Unearned
Employee
Additional Stock
Common Paid-in Retained Ownership
Stock Capital Earnings Plan Shares
----- ------- -------- -----------
BALANCES AT JANUARY 1, 2002 $ 19 $ 8,310 $ 13,962 $ (1,651)
Commitment to release ESOP shares (4) 115
Release of incentive shares
Cash dividends (308)
Purchase of treasury stock
Comprehensive income:
Net income, for six months
ended June 30, 2002 349
Change in unrealized
gain on securities
available-for-sale, net of tax
Total comprehensive income
----------- ----------- ----------- -----------
BALANCES AT JUNE 30, 2002 $ 19 $ 8,306 $ 14,003 $ (1,536)
=========== =========== =========== ===========
Unearned
Stock Accumulated
Based Other Total
Incentive Treasury Comprehensive Shareholders'
Plan Shares Stock Income Equity
----------- ----- ------ ------
BALANCES AT JANUARY 1, 2002 $ (270) $ (2,226) $ 16 $ 18,160
Commitment to release ESOP shares 111
Release of incentive shares 59 59
Cash dividends (308)
Purchase of treasury stock (651) (651)
Comprehensive income:
Net income, for six months
ended June 30, 2002 349
Change in unrealized
gain on securities
available-for-sale, net of tax 3 3
----------
Total comprehensive income 352
----------- ----------- ----------- ----------
BALANCES AT JUNE 30, 2002 $ (211) $ (2,877) $ 19 $ 17,723
=========== =========== =========== ==========
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
5.
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
--------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
-------- --------
2002 2001 2002 2001
---- ---- ---- ----
NET INCOME $ 140 $ 91 $ 349 $ 271
Other comprehensive income, net of tax
Unrealized gain (loss) on securities
available for sale arising during
the period 5 (1) (4) 7
Less: Reclassification adjustment for
accumulated gains included
in net income - 3 7 3
--------------- -------------- -------------- ---------------
Unrealized gains (losses) on
securities 5 (4) 3 4
--------------- -------------- -------------- ---------------
COMPREHENSIVE INCOME $ 145 $ 87 $ 352 $ 275
=============== ============== ============== ===============
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
6.
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
--------------------------------------------------------------------------------
Six Months Ended
June 30,
2002 2001
---- ----
NET CASH FROM OPERATING ACTIVITIES $ 8,169 $ (1,179)
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale
Purchases (228) (75)
Proceeds from sales 166 79
Proceeds from maturities and payments 421 649
Securities held to maturity
Purchases (12,534) -
Proceeds from maturities and payments 13,054 3,738
Change in time deposits with other banks (98) 250
Net purchased of premises and equipment (88) -
Net change in loans 7,483 4,715
--------------- ----------------
Net cash from investing activities 8,176 9,356
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 2,051 1,970
Net change in escrow accounts 1 (130)
Payment of loan payable (200) (250)
Cash dividends (308) (245)
Purchase of treasury stock (651) -
Proceeds from long-term FHLB advances - 15,310
Repayment of long-term FHLB advances (6,495) (23,235)
--------------- ----------------
Net cash from financing activities (5,602) (6,580)
NET CHANGE IN CASH AND CASH EQUIVALENTS 10,743 1,597
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,380 2,930
--------------- ----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 15,123 $ 4,527
=============== ================
--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
7.
GRAND CENTRAL FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unless otherwise indicated, amounts in thousand.
Basis of Presentation: The accompanying consolidated financial statements have
been prepared pursuant to rules and regulations of the Securities and Exchange
Commission (the "SEC") and in compliance with accounting principles generally
accepted in the United States of America. Because this report is based on an
interim period, certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.
In the opinion of the Management of the Grand Central Financial Corp. (the
"Company"), the accompanying consolidated financial statements for the six
months and three months ended June 30, 2002 and 2001 include all adjustments,
consisting of only normal recurring adjustments, necessary for a fair
presentation of the financial condition and the results of operations for those
periods. The financial performance reported for the Company for the six months
and three months ended June 30, 2002 are not necessarily indicative of the
results to be expected for the full year. This information should be read in
conjunction with the Company's Annual Report to Shareholders and Form 10-KSB for
the period ended December 31, 2001.
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 numbers of shares were
1,554,870 and 1,531,316 and the diluted weighted average numbers of shares were
1,587,552 and 1,571,495 for the six months ended June 30, 2002 and 2001,
respectively. The basic weighted average numbers of shares were 1,535,209 and
1,532,356 and the diluted weighted average numbers of shares were 1,568,898 and
1,546,281 for the three months ended June 30, 2002 and 2001, respectively.
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8.
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
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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 filings with the SEC.
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.
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9.
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
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GENERAL
The Company is the holding company for its wholly-owned subsidiary,
Central Federal Savings and Loan Association of Wellsville (the "Association"),
and all material business of the Company is transacted 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 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 to increase
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.
The following discussion compares the financial conditions of the Company and
the Association,
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10.
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
at June 30, 2002 to December 31, 2001 and the results of operations for the
three months ended June 30, 2002 and 2001 and the six months ended June 30,
2002 and 2001. This discussion should be read in conjunction with the interim
financial statements and footnotes included herein.
COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2002 AND DECEMBER 31, 2001
Total assets of the Company were $115.9 million at June 30, 2002 compared
to $120.9 million at December 31, 2001, representing a decrease of $5.0 million,
or 4.1%. The primary component in the decrease in total assets were a $7.5
million decrease in loans, net, and a $7.8 million decrease in loans held for
sale, which were partially offset by an increase in cash and cash equivalents of
$10.7 million or 245.3%. The decrease in loans was primarily due to refinancing
activity during the quarter. Interest rates for long-term, fixed rates continue
to stay near 40 year lows. Management decided to sell the new loans rather than
hold them in its portfolio. The Company also had a $4.8 million, or 26.9%
decline in consumer loans, which are mostly automobile loans' due to local
competition from dealers offering special rebates and financing programs. The
Company currently grants loans for both new and used automobile purchases. The
weighted average rate earned on new and used automobiles was 7.2% at June 30,
2002. Maturities for new and used automobile financing range from 24 months to
66 months. The Company does not originate sub prime automobile loans. Cash and
cash equivalents increased due to the Company having excess funds from the sale
of loans and through the increase in deposits.
The Company reduced advances from the Federal Home Loan Bank of Cincinnati
(the "FHLB") by $6.5 million or 35.3% from year-end 2001. The Company had used
the advances to fund loan growth, but, based on the current lending environment,
the advances are no longer needed. Management would consider using advances, if
needed, in the future.
COMPARISON OF RESULTS OF OPERATIONS FOR THE SIX MONTHS AND THREE MONTHS ENDED
JUNE 30, 2002 AND JUNE 30, 2001
General. Net income for the three months ended June 30, 2002 increased by
$49,000 or 53.8% from $91,000 for the three months ended June 30, 2001 to
$140,000 for the three months ended June 30, 2002. Net income increased $78,000
or 28.8% for the six months ended June 30, 2002 compared to the six months ended
June 30, 2001. The increases were mainly due to gain on sale of loans and
securities. See the non-interest income section for an explanation about the
gains.
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 decreased approximately $291,000, or 13.6% and $255,000
or 22.9%, for the six months and three months ended June 30, 2002, respectively.
The primary reason for the decrease in net interest income was the $1.4 million,
or 26.9% decrease in interest income for the six months ended June 30, 2002 and
the decrease of $754,000 or 29.9% for the three months ended June 30, 2002
compared to the 2001 periods. As mentioned earlier, rates for one-to-four family
mortgages have been at historic lows over the past twelve months resulting in
high refinancing activity. Due to refinancing, the Company has a smaller
portfolio at a lower earning rate, resulting in lower interest income. The
Company experienced similar circumstances with automobile loans. Management is
in the
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11.
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
process of reviewing the portfolios with the current market and has introduced
new adjustable rate products to stimulate loan growth.
The Company also earned less interest from its securities portfolio during
the six months and three months ended June 20, 2002, sustaining a decrease of
$541,000 and $246,000 or 37.6% and 35.7% when compared to the 2001 periods. Most
of the Company's investments are in mortgage-backed instruments, which
experienced rate reductions and prepayments similar to those on one-to-four
family mortgages.
The decrease in interest income was offset substantially by the decrease in
interest expense. Interest expense for the six months ended June 20, 2002
decreased $1.1 million or 36.6% when compared to the first six months of 2001
and decreased $499,000 or 35.4% for the three months ended June 30, 2002 when
compared to the three months ended June 30, 2001. The decreases were due to the
declining interest rate environment during 2001 and 2002. The Company was able
to decrease its expense while increasing overall deposits. Due to economic
events during 2001, consumers moved money from the stock market back and into
bank deposits. The Company also was able to reduce its advances with the FHLB
with the funds received from loan and security pay downs and deposit growth. The
Company reduced interest expense for FHLB advances by $651,000 for the six
months ended June 30, 2002 and $267,000 in the three months ended June 30, 2002
or 65.6% and 61.8%, respectively, when compared to the prior periods.
Provision for Loan Losses. The provision for loan losses is based on
management's regular review of the loan portfolio, when it 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 six months and three
months ended June 30, 2002 or 2001. At June 30, 2002, the allowance for loan
losses represented .56% of total loans compared to .47% at December 31, 2001.
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.
Non-interest Income. The Company experienced a $113,000, or 83.1%, increase
in non-interest income for the six months ended June 30, 2002 compared to the
2001 period. For the three months ended June 30, 2002, non-interest income
increased $33,000 or 46.5% over the comparable period in 2001. Gain on sale of
loans for the six months ended June 30, 2002 increased $153,000 from $19,000 in
the 2001 period to $177,000 in 2002. The Company sold $14.7 million of loans
that were held for sale at December 31, 2001 along with loans originated during
the first six months of 2002. Management decided to sell the low rate, long-term
assets instead of holding them in the portfolio. Management has sold loans in
the past and will continue to do so depending on the market environment.
Non-interest Expense. Non-interest expense decreased $308,000, or 16.5% and
$287,000 or 27.6%, for the six months and three months ended June 30, 2002
compared to the 2001 periods. Occupancy expense decreased in both 2002 periods
from the 2001 periods. The decrease in occupancy expense is directly related to
cost savings achieved based on management's decision to close a
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12.
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
branch during 2001. However, since management has completed consolidating
branches, management anticipates no further reductions in occupancy expense in
the future.
Income Taxes. The provision for income taxes totaled $63,000 and $192,000
for the three months and six months ended June 30, 2002 compared to $47,000 and
$140,000 for the three months and six months ended June 30, 2001, due to the
increase in income before taxes.
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13.
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of funds are the Association's deposits,
principal and interest payments on loans, mortgage-backed and investment
securities and borrowings from the FHLB-Cincinnati. The Company 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. At June 30, 2002, the
Company's liquidity ratio was 31.1%.
At June 30, 2002, the Company exceeded all of its regulatory capital
requirements with a Tier 2 capital level of $23.0 million, or 19.9%, of total
adjusted assets, which exceeds the required level of $14.5 million, or 8.0%;
Tier 1 of $22.9 million, or 16.76%, of adjusted total assets, which exceeds the
required level of $2.3 million, or 4.0%; and risk-based capital of $22.9
million, or 41.2% of risk-weighted assets, which exceeds the required level of
$5.2 million, or 8.0%.
The Company's most liquid assets are cash and cash equivalents. The levels
of those assets are dependent on the Company's operating, financing, lending and
investing activities during any given period. At June 30, 2002, cash and cash
equivalents totaled $15.1 million, or 13.0% of total assets.
The Company has other sources of liquidity if a need for additional funds
arises, including FHLB advances. At June 30, 2002, the Company had unused
borrowing capacity from the FHLB of $56.2 million. Depending on market
conditions, the pricing of deposit products and FHLB advances, the Company may
use FHLB borrowing to fund asset growth.
The Company relies primarily on competitive rates, customer service and
long-standing relationships with customers to retain deposits. Based on the
Company'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 Company.
The Company approved the return of capital of $6.00 per share in March 2000
due to the excess capital raised during the initial public offering. During
1999, the Company reevaluated its branching strategy and determined to close
certain under performing, in-store branch locations. As a result of that
analysis, the Company reevaluated its current and anticipated future capital
needs and determined that it was in the best interest of the Company and its
shareholders to reduce the level of capital in the Company.
The Company has completed its restructuring/rightsizing plans and evaluated
all of its branch operations. Based on those evaluations, management does not
anticipate closing any
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14.
GRAND CENTRAL FINANCIAL CORP.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
--------------------------------------------------------------------------------
additional branch locations in the future. During the six months ended June 30,
2002, management took advantage of higher liquidity to repay short term Federal
Home Loan Bank (FHLB) advances. All advances that could be repaid without
penalty have been repaid; and management does not intend any further reduction
to this type of funding other than through normal contractual repayment of the
advances. Since management has no further plans to close branch locations or
reduce the level of FHLB advances, other than through normal repayments,
management does not anticipate any impact on the results of operations,
liquidity or capital resources as a result of restructuring/rightsizing plans.
The Company will continue to realize a benefit from reducing staffing and
occupancy costs in 2002 compared to 2001 due to the branch closed during 2001.
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15.
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
Quarter ended June 30, 2002
PART II - OTHER INFORMATION
--------------------------------------------------------------------------------
Item 1. Legal Proceedings.
None
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.
Grand Central Financial Corp. held its Annual Meeting of Shareholders on April
24, 2002. Results of shareholder voting were as follows:
a) Election of Director for a three year term:
Gerry W. Grace
--------------
For 1,460,433
Abstain 2,530
Against -
b) Ratification of independent auditor for the fiscal year ending
December 31, 2002
Crowe, Chizek and Company, LLP
------------------------------
For 1,460,373
Abstain 1,530
Against 1,060
The following directors' terms of office as a director continued after the
meeting.
(i) Jeffrey W. Aldrich
(ii) Thomas P. Ash
(iii) Williams R. Williams
Item 5. Other Information.
None
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16.
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
Quarter ended June 30, 2002
PART II - OTHER INFORMATION
--------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit
Number Exhibit
------ -------
3.1 Certificate of Incorporation*
3.2 Bylaws*
4.0 Form of Common Stock Certificate*
11.1 Statement Re: Computation of earnings per common share
99.1 Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
99.2 Certification pursuant to 18 U.S.C. Section 1350 as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
* 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.
Basic earnings per share is computed by dividing net income by the weighted
average number of shares outstanding during the period, as restated for shares
issued in business combinations accounted for as pooling-of-interests, stock
splits and stock dividends. Diluted earnings per share is computed using the
weighted average number of shares determined for the basic computation plus the
number of shares of common stock that would be issued assuming all contingently
issuable shares having a dilutive effect on earnings per share were outstanding
for the period.
The weighted average number of common shares outstanding for basic and diluted
earnings per share computations were as follows:
Six Months Ended Three Months Ended
June 30, June 30,
-------- --------
2002 2001 2002 2001
---- ---- ---- ----
Numerator:
Net income $ 349 $ 271 $ 140 $ 91
Denominator:
Weighted-average common
shares outstanding (basic) 1,554,870 1,531,316 1,535,209 1,532,356
Exercise of options 32,682 40,179 33,689 13,925
Weighted-average common
shares outstanding (diluted) 1,587,552 1,571,495 1,568,898 1,546,281
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17.
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
Quarter ended June 30, 2002
PART II - OTHER INFORMATION
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Earnings per share:
Basic $ .22 $ .18 $ .09 $ .06
Diluted $ .22 $ .17 $ .09 $ .06
(b) Reports on Form 8-K - on June 26, 2002, the issuer filed a Form 8-K. The
information reported is as follows:
Grand Central Financial Corp. (the "Company"), reported the declaration of
a cash dividend payable July 22, 2002 to stockholders of record at the
close of business on July 8, 2002.
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18.
GRAND CENTRAL FINANCIAL CORP.
FORM 10-QSB
Quarter ended June 30, 2002
PART II - OTHER INFORMATION
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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: August 14, 2002 By: /s/ William R. Williams
-----------------------------------
William R. Williams
President and Chief Executive Officer
(principal executive officer)
Dated: August 14, 2002 By: /s/ John A. Rife
-----------------------------------
John A. Rife
Executive Vice President and Treasurer
(principal accounting and financial officer)
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19.