10QSB 1 l93880ae10qsb.txt GRAND CENTRAL FINANCIAL CORP. 10-QSB/3-31-2002 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, 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 May 1, 2002 Common stock, $.01 par value 1,742,331 common shares Transitional Small Business Disclosure format (check one) Yes [ ] No [X] GRAND CENTRAL FINANCIAL CORP. FORM 10-QSB QUARTER ENDED MARCH 31, 2002 INDEX
PART I. Financial Information Page ---- Item 1. - Financial Statements Consolidated Balance Sheets as of March 31, 2002 and December 31, 2001 ............................................................. 3 Consolidated Statements of Income for the three months ended March 31, 2002 and 2001........................................................ 4 Condensed Consolidated Statements of Changes in Shareholders' Equity for the three months ended March 31, 2002...................................... 5 Consolidated Statements of Comprehensive Income for the three months ended March 31, 2002 and 2001.................................................. 6 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 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........................................................... 15 Item 2. Changes in Securities....................................................... 15 Item 3. Defaults Upon Senior Securities............................................. 15 Item 4. Submission of Matters to a Vote of Security Holders......................... 15 Item 5. Other Information........................................................... 15 Item 6. Exhibits and Reports on Form 8-K............................................ 15 Signatures .......................................................................... 16
GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (In thousands, except per share data) --------------------------------------------------------------------------------
March 31, December 31, 2002 2001 ---- ---- ASSETS Cash and amounts due from depository institutions $ 11,115 $ 4,378 Interest-bearing deposits in other banks 2 2 ----------------- ----------------- Total cash and cash equivalents 11,117 4,380 Time deposits with other banks 7,055 7,006 Securities available for sale 1,783 2,092 Securities held to maturity (estimated fair value of $23,890 in 2002 and $23,528 in 2001) 23,951 23,343 Loans held for sale 399 8,221 Loans, net 65,646 70,570 Federal Home Loan Bank stock, at cost 3,365 3,328 Premises and equipment, net 831 849 Accrued interest receivable 527 530 Other assets 813 608 ----------------- ----------------- Total assets $ 115,487 $ 120,927 ================= ================= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits Noninterest-bearing $ 502 $ 825 Interest-bearing 76,559 75,343 ----------------- ----------------- Total deposits 77,061 76,168 Federal Home Loan Bank advances 12,125 18,393 Loan payable 6,900 7,000 Advance payments by borrowers for taxes and insurance 322 603 Accrued interest payable 115 88 Other liabilities 666 515 ----------------- ----------------- Total liabilities 97,189 102,767 ----------------- ----------------- 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 14,016 13,962 Unearned stock based incentive plan shares (237) (270) Treasury stock, 196,540 shares, at cost (2,226) (2,226) Unearned employee stock ownership plan shares (1,594) (1,651) Accumulated other comprehensive income 14 16 ----------------- ----------------- Total shareholders' equity 18,298 18,160 ----------------- ----------------- Total liabilities and shareholders' equity $ 115,487 $ 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 data) --------------------------------------------------------------------------------
Three months ended March 31, --------- 2002 2001 ---- ---- INTEREST INCOME Loans, including fees $ 1,464 $ 1,724 Interest on securities 453 748 Interest-bearing deposits in banks 23 78 -------------- --------------- Total interest income 1,940 2,550 INTEREST EXPENSE Deposits 687 958 FHLB borrowings 175 434 Loan payable 82 126 -------------- --------------- Total interest expense 944 1,518 NET INTEREST INCOME 996 1,032 Provision for loan losses - - -------------- --------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 996 1,032 NON-INTEREST INCOME Service charges 23 52 Gain on sale of loans 104 4 Gain on sale of securities 10 - Other income 9 8 -------------- --------------- Total non-interest income 146 64 NON-INTEREST EXPENSE Salaries and employee benefits 443 437 Net occupancy expense 63 87 Data processing expense 35 35 Franchise taxes 79 75 Other expenses 184 189 -------------- --------------- Total non-interest expense 804 823 Income before income taxes 338 273 Income tax expense 129 93 -------------- --------------- Net income $ 209 $ 180 ============== =============== Earnings per share Basic $ .13 $ .12 Diluted .13 .11
-------------------------------------------------------------------------------- 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 data) --------------------------------------------------------------------------------
Unearned Unearned Employee Stock Accumulated Additional Stock Based Other Total Common Paid in Retained Ownership Incentive Treasury Comprehensive Shareholders Stock Capital Earnings Plan Shares Plan Shares Stock Income Equity ----- ------- -------- ----------- ----------- ----- ------ ------ Balances at January 1, 2002 $ 19 $ 8,310 $ 13,962 $ (1,651) $ (270) $ (2,226) $ 16 $ 18,160 Commitment to release ESOP shares (4) 57 53 Release of incentive shares 33 33 Cash dividends (155) (155) Comprehensive income: Net income 209 209 Change in unrealized gain (loss) securities available-for-sale, net of tax (2) (2) ------- Total Comprehensive Income 207 ------- -------- -------- -------- ------ -------- ---- ------- Balances at March 31, 2002 $ 19 $ 8,306 $ 14,016 $ (1,594) $ (237) $ (2,226) $ 14 $ 18,298 ======= ======== ======== ======== ====== ======== ==== =======
-------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. 5. GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) --------------------------------------------------------------------------------
Three Months Ended March 31, --------- 2002 2001 ---- ---- NET INCOME $ 209 $ 180 Other comprehensive income, net of tax Unrealized gain on securities available for sale arising during the period 5 8 Less: Reclassified adjustment for accumulated gains included in net income 7 - -------------- --------------- Unrealized gains (losses) on securities (2) 8 -------------- --------------- COMPREHENSIVE INCOME $ 207 $ 188 ============== ===============
-------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. 6. GRAND CENTRAL FINANCIAL CORP. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) --------------------------------------------------------------------------------
Three Months Ended March 31, --------- 2002 2001 ---- ---- NET CASH FROM OPERATING ACTIVITIES $ 8,280 $ (1,572) CASH FLOWS FROM INVESTING ACTIVITIES Securities available for sale Purchases (76) - Proceeds from sales 166 - Proceeds from maturities and payments 228 223 Securities held to maturity Purchases (4,490) - Proceeds from maturities and payments 3,888 2,289 Increase in time deposits with other banks (49) 476 Net change in loans 4,719 1,683 Net purchases of fixed assets (18) - --------------- ---------------- Net cash from investing activities 4,368 4,671 CASH FLOWS FROM FINANCING ACTIVITIES Net change in deposits 893 1,974 Net change in escrow accounts (281) (237) Repayment loan payable (100) - Cash dividends (155) (122) Proceeds from long-term FHLB advances - 15,310 Repayment of long-term FHLB advances (6,268) (19,168) --------------- ---------------- Net cash from financing activities (5,911) (2,243) NET CHANGE IN CASH AND CASH EQUIVALENTS 6,737 856 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 4,380 2,930 --------------- ---------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,117 $ 3,786 =============== ================
-------------------------------------------------------------------------------- See accompanying notes to consolidated financial statements. 7. 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: 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 registrant, the accompanying consolidated financial statements for the quarter ended March 31, 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 the period. The financial performance reported for the Corporation for the three-month period ended March 31, 2002 is not necessarily indicative of the results to be expected for the full year. This information should be read in conjunction with the Corporation'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 shares were 1,574,749 and 1,530,264 and diluted weighted average share were 1,599,361 and 1,553,445 for the three months ended March 31, 2002 and 2001. -------------------------------------------------------------------------------- 8. 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. (the "Company") and its wholly owned subsidiary, Central Federal Savings and Loan Association of Wellsville (the "Association") at March 31, 2002 to December 31, 2001 and the results of operations for the three months ended March 31, 2002 and 2001. 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 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. GENERAL 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 -------------------------------------------------------------------------------- 9. GRAND CENTRAL FINANCIAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -------------------------------------------------------------------------------- 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 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, 2002 AND DECEMBER 31, 2001 Total assets of the Company were $115.5 million at March 31, 2002 compared to $120.9 million at December 31, 2001, representing a decrease of $5.4 million, or 4.5%. The primary component in the decrease in total assets was a $12.7 million decrease in loans and loans held for sale, which was partially offset by an increase in cash and cash equivalents of $6.7 million or 152.3%. 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 has decided to sell the new loans rather than hold them in its portfolio. The Company has also had -------------------------------------------------------------------------------- 10. GRAND CENTRAL FINANCIAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -------------------------------------------------------------------------------- a decline in consumer loans, which are mostly automobile loans' of $1.3 million or 8.6% 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 8.19% at March 31, 2002. Maturities for new and used automobile financed 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 selling the loans and through the increase in deposits. Management will use these funds to invest in proper instruments when the timing is correct. The Company also reduced Federal Home Loan Bank of Cincinnati (the "FHLB") advances by $6.3 million or 34.1% from year-end. The Company has used the advances to fund loan growth, but based on the current lending environment the advances are not needed. Management would consider using advances, if needed, in the future. COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND MARCH 31, 2001 General. Net income for the three months ended March 31, 2002 increased by $29,000 or 16.1% from $180,000 for the three months ended March 31, 2001 to net income of $209,000 for the three months ended March 31, 2002. The increase was mainly due to the gains on sale of loans and securities for the first three months of March 31, 2002. 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 $36,000, or 3.5%, for the three months ended March 31, 2002. The primary reason for the decrease in net interest income was the decrease in interest income of $610,000 or 23.9% for the first three months of 2002 when compared to the same time period for 2001. 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 the refinancing streams the Company has a smaller portfolio at a lower earning rate, resulting in lower interest income. The Company experienced the same condition with automobile loans. Management is in process of reviewing the portfolios with the current market and has introduced some new adjustable rate products to stimulate loan growth. The Company also earned less on the interest from securities, a decrease of $295,000 or 39.4% when compared to prior year. Most of the Company's investments are in mortgage- -------------------------------------------------------------------------------- 11. GRAND CENTRAL FINANCIAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -------------------------------------------------------------------------------- backed instruments which experienced similar rate reductions and prepayments similar to one-to-four family mortgages. The decrease in interest income was offset substantially by the decrease in interest expense. Interest expense decreased $574,000 or 37.8% when comparing the first three months of 2002 to 2001. The decrease is due to the declining interest rate environment during 2001 and 2002. The Company was able to decrease their expense while increasing the overall deposit amount. Due to economic events during 2001, consumers moved money from the stock market back into bank deposit accounts. The Company also was able to payoff some of their 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 $259,000 or 59.7% when compared to the prior period. 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, 2002 or 2001. At March 31, 2002, the allowance for loan losses represented .47% 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 an $82,000, or 128.1%, increase in non-interest income during the first three months of 2002 compared to the same period in 2001. The gain on sale of loans increased $100,000 from $4,000 in 2001 to $104,000 in 2002. The Company sold $8.2 million of loans that were held for sale at December 31, 2002 along with loans originated during the first quarter. Management decided to sell the low rate long-term assets instead of holding them in their portfolio. Management has sold loans in the past and will continue to do so depending on the market environment. The Company also had a gain on sale of securities resulting from the sale of Fannie Mae stock during the first quarter of 2002. Noninterest Expense. Noninterest expense decreased $19,000, or 2.3%. Occupancy expense decreased in 2002 from the same period in 2001. The decrease in occupancy expense is directly related to cost savings achieved based on management's decision to close a branch during 2001. Overall, noninterest expenses were reduced as a result of the branch closing. However, management anticipates no further reductions in operation costs and expects to experience modest inflationary increases in occupancy expense in the future since management has completed consolidating branches. -------------------------------------------------------------------------------- 12. GRAND CENTRAL FINANCIAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -------------------------------------------------------------------------------- Income Taxes. The provision for income taxes totaled an expense of $129,000 for the three months ended March 31, 2002 compared to $93,000 for the three months ended March 31, 2001, due to the increase 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. 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. OTS regulations require the Association to maintain sufficient liquidity to ensure its safe and sound operation. At March 31, 2002, the Association exceeded all of its regulatory capital requirements with a Tier 2 capital level of $22.7 million, or 19.71%, of total adjusted assets, which is above the required level of $4.6 million, or 4.0%; Tier 1 capital of $22.7 million, or 39.66%, of adjusted total assets, which is above the required level of $2.3 million, or 4.6%; and risk-based capital of $23.0 million, or 40.31%, of risk-weighted assets, which is above the required level of $4.6 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, 2002, cash and cash equivalents totaled $11.1 million, or 9.6% of total assets. The Association has other sources of liquidity if a need for additional funds arises, including FHLB advances. At March 31, 2002, the Association had unused borrowing capacity from the FHLB of $55.2 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. The Company approved the return 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 -------------------------------------------------------------------------------- 13. GRAND CENTRAL FINANCIAL CORP. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION -------------------------------------------------------------------------------- its branching strategy and decided to close certain under performing in-store branch locations. As a result of this analysis, the Company reevaluated its current and anticipated future capital needs and determined 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. The Company has evaluated all of its branch operations and management does not anticipate closing any additional branch locations in the future. In addition, management took advantage of higher liquidity in 2001 to repay short term Federal Home Loan Bank (FHLB) advances, however, all advances that could be repaid without penalty have been repaid and therefore 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 realize a benefit from reducing staffing and occupancy costs in 2002 compared to 2001 due to the branch closed during 2001. -------------------------------------------------------------------------------- 14. GRAND CENTRAL FINANCIAL CORP. FORM 10-QSB Quarter ended March 31, 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. None. Item 5.-Other Information. None. Item 6.-Exhibits and Reports on Form 8-K. (a) Exhibit Number Exhibit -------------- ------- 3.1 Certificate of Incorporation of Grand Central Financial Corp. * 3.2 Bylaws of Grand Central Financial Corp. * 4.1 Form of Common Stock Certificate * 11.1 Statement Re Computation of Earnings per Common Share -------------- * Incorporated herein by reference into this document from the Exhibits filed with the Registration Statement in Form SB-2 and any amendments thereto, Registration No. 333-64089. (b) Reports on Form 8-K. The information reported is as follows: On March 27, 2002 the Company filed a form 8-K, reporting the declaration of a cash dividend payable April 22, 2002 to shareholders of record on April 8, 2002. -------------------------------------------------------------------------------- 15. 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 10, 2002 By: /s/ William R. Williams ----------------------------------- William R. Williams President and Chief Executive Officer (principal executive officer) Dated: May 10, 2002 By: /s/ John A. Rife ----------------------------------- John A. Rife Executive Vice President and Treasurer (principal accounting and financial officer)
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