CENTRAL FEDERAL CORPORATION
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, 2003
[ ] 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
CENTRAL FEDERAL CORPORATION
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(Exact name of small business issuer as specified in its charter)
Delaware 34-1877137
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
601 Main Street, Wellsville, Ohio 43968
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(Address of principal executive offices)
(330) 532-1517
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(Issuer's telephone number)
Grand Central Financial Corporation
-----------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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 9, 2003
------ --------------------------
Common stock, $.01 par value 1,938,871 common shares
Transitional Small Business Disclosure format (check one) Yes [ ] No [X]
1
CENTRAL FEDERAL CORPORATION
FORM 10-QSB
QUARTER ENDED MARCH 31, 2003
INDEX
PART I. Financial Information
Page
----
Item 1. - Financial Statements
Consolidated Balance Sheets as of March 31, 2003 and
December 31, 2002 .............................................................................. 3
Consolidated Statements of Operations for the three months ended
March 31, 2003 and 2002......................................................................... 4
Condensed Consolidated Statements of Changes in Shareholders' Equity
for the three months ended March 31, 2003....................................................... 5
Consolidated Statements of Comprehensive Income for the three months
ended March 31, 2003 and 2002................................................................... 6
Condensed Consolidated Statements of Cash Flows for the three months
ended March 31, 2003 and 2002................................................................... 7
Notes to Consolidated Financial Statements ..................................................... 8
Item 2. - Management's Discussion and Analysis........................................................ 10
Item 3. Controls and Procedures..................................................................... 15
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K............................................................. 16
Signatures ........................................................................................... 17
Section 302 Certifications
EX-99.1 Section 906 Certifications of David C. Vernon and Kelley L. Nanna, CPA........................ 18
2
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CENTRAL FEDERAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
March 31,
2003 December 31,
(Unaudited) 2002
--------- ---------
ASSETS
Cash and amounts due from depository institutions $ 12,841 $ 12,876
Interest-bearing deposits in other banks 3 3
--------- ---------
Total cash and cash equivalents 12,844 12,879
Time deposits with other banks 11,177 7,205
Securities available for sale 2,384 1,439
Securities held to maturity (fair value
of $10,524 in 2003 and $18,169 in 2002) 10,505 17,822
Loans held for sale 1,713 --
Loans, net (of allowance of $343 in 2003 and $361 in 2002) 58,383 62,565
Federal Home Loan Bank stock, at cost 3,519 3,485
Premises and equipment, net 832 833
Accrued interest receivable 378 403
Bank owned life insurance 3,116 3,068
Other assets 943 820
--------- ---------
Total assets $ 105,794 $ 110,519
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 75,531 $ 74,753
Federal Home Loan Bank advances 11,304 11,430
Loan payable -- 4,900
Advance payments by borrowers for taxes and insurance 338 487
Other liabilities 2,245 1,366
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Total liabilities 89,418 92,936
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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 8,297 8,306
Retained earnings, partially restricted 12,813 14,085
Unearned stock based incentive plan shares (133) (160)
Treasury stock, 292,950 shares, at cost (3,270) (3,270)
Unearned employee stock ownership plan shares (1,382) (1,425)
Accumulated other comprehensive income 32 28
--------- ---------
Total shareholders' equity 16,376 17,583
--------- ---------
Total liabilities and shareholders' equity $ 105,794 $ 110,519
========= =========
See accompanying notes to consolidated financial statements.
3
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
Three months ended
March 31,
---------
2003 2002
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INTEREST INCOME
Loans, including fees $ 1,168 $1,464
Interest on securities 268 453
Interest-bearing deposits in banks 32 23
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Total interest income 1,468 1,940
INTEREST EXPENSE
Deposits 429 687
FHLB borrowings 155 175
Loan payable 17 82
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Total interest expense 601 944
NET INTEREST INCOME 867 996
Provision for loan losses -- --
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NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES 867 996
NON-INTEREST INCOME
Gain on sale of loans 81 104
Gain on sale of securities -- 10
Other income 127 32
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Total non-interest income 208 146
NON-INTEREST EXPENSE
Salaries and employee benefits 2,272 443
Net occupancy expense 101 95
Data processing expense 35 35
Franchise taxes 92 79
Other expenses 287 152
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Total non-interest expense 2,787 804
(Loss) Income before income taxes (1,712) 338
Income tax (benefit) expense (589) 129
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Net (loss) income $(1,123) $ 209
======= ======
(Loss) Earnings per share:
Basic $ (.74) $ .13
Diluted (.74) .13
See accompanying notes to consolidated financial statements.
4
CENTRAL FEDERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands, except per share data)
(Unaudited)
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, 2003 $ 19 $ 8,306 $14,085 $ (1,425) $ (160) $(3,270) $ 28 $17,583
Commitment to release ESOP shares (9) 43 34
Release of incentive shares 27 27
Cash dividends (149) (149)
Net loss (1,123) (1,123)
Change in unrealized gain
securities available-for-sale,
net of tax 4 4
------- -------- ------- -------- ------- ------- ---- ------
Balances at March 31, 2003 $ 19 $ 8,297 $12,813 $ (1,382) $ (133) $(3,270) $ 32 $16,376
======= ========= ======== ========== ======= ======= ==== =======
See accompanying notes to consolidated financial statements.
5
CENTRAL FEDERAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
Three Months Ended
March 31,
---------
2003 2002
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NET (LOSS) INCOME $(1,123) $ 209
Other comprehensive income, net of tax
Unrealized gain on securities available
for sale arising during the period 4 5
Less: Reclassified adjustment for accumulated
gains included in net income -- 7
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Unrealized gains (losses) on securities 4 (2)
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COMPREHENSIVE (LOSS) INCOME $(1,119) $ 207
======= =====
See accompanying notes to consolidated financial statements.
6
CENTRAL FEDERAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended
March 31,
2003 2002
-------- --------
NET CASH FROM OPERATING ACTIVITIES $ (2,015) $ 8,280
CASH FLOWS FROM INVESTING ACTIVITIES
Securities available for sale
Net purchases (936) 318
Securities held to maturity
Net proceeds 7,289 (602)
Increase in time deposits with other banks (3,972) (49)
Net change in loans 4,118 4,719
Net purchases of fixed assets -- (18)
-------- --------
Net cash from investing activities 6,499 4,368
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 778 893
Net change in advance payments by
borrowers for taxes and insurance (149) (281)
Repayment loan payable (4,900) (100)
Disposal of premises and equipment 27
Cash dividends (149) (155)
Repayment of long-term FHLB advances (126) (6,268)
-------- --------
Net cash from financing activities (4,519) (5,911)
NET CHANGE IN CASH AND CASH EQUIVALENTS (35) 6,737
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 12,879 4,380
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,844 $ 11,117
======== ========
See accompanying notes to consolidated financial statements.
7
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (UNAUDITED)
Unless otherwise indicated, amounts in thousands.
Basis of Presentation:
Central Federal Corporation (the "Corporation"), formerly known as Grand Central
Financial Corp., is a holding company that owns all of the outstanding common
stock of Central Federal Bank (the "Bank"), formerly known as Central Federal
Savings and Loan of Wellsville.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with instructions to Form 10-QSB. Accordingly, they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America. However, such information reflects all
adjustments (consisting solely of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair statement of results for the
interim periods.
The results of operations and cash flows reported for the period ended March 31,
2003 are not necessarily indicative of the results to be expected for the year
ending December 31, 2003. The unaudited consolidated financial statements and
notes included herein should be read in conjunction with the audited
consolidated financial statements and notes for the year ended December 31,
2002, contained in the Corporation's 2002 Annual Report and the Corporation's
Form 10-KSB filed for December 31, 2002.
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 1,514,784 and 1,574,749 and
diluted weighted average share were 1,526,271 and 1,599,361 for the three months
ended March 31, 2003 and 2002.
Stock Compensation:
Employee compensation expense under stock options is reported using the
intrinsic value method. No stock-based compensation cost is reflected in net
income, as all options granted had an exercise price equal to or greater than
the market price of the underlying common stock at date of grant. The following
table illustrates the effect on net income and earnings per share if expense was
measured using the fair value recognition provisions of Financial Accounting
Standards Board Statement No. 123, Accounting for Stock-Based Compensation.
8
CENTRAL FEDERAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended March 31,
2003 2002
--------- ---------
Net income as reported $(1,123) $ 209
Less stock-based compensation
expense determined under fair value
based method (37) (30)
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Pro forma net income (1,160) 179
======= ====
Based earnings per share as reported $ (0.74) $0.13
Pro forma basic earnings per share (0.77) 0.11
Diluted earnings per share as reported (0.74) 0.13
Pro forma diluted earnings per share (0.76) 0.11
Employee Benefits:
Expenses for employee benefits increased in the current period due to the
termination of the bank's leveraged ESOP, pension plan, a supplemental executive
retirement agreement in connection with the retirement of William R. Williams as
President effective April 23, 2003 and an agreement with John A. Rife, as
Executive Vice President and Treasurer.
9
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion compares the financial condition of Central Federal
Corporation and its wholly owned subsidiary, Central Federal Bank at March 31,
2003 to December 31, 2002 and the results of operations for the three months
ended March 31, 2003 and 2002. 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 Corporation 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 Corporation or its management are intended to identify such
forward-looking statements. The Corporation'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 Corporation and its business, including additional
factors that could materially affect the Corporation's financial results, is
included in the Corporation's filings with the SEC.
The Corporation 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 Corporation's results of operations are dependent primarily on net interest
income, which is the difference ("spread") between the interest income earned on
its loans 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 Corporation'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 Corporation's
revenues are derived primarily from interest on mortgage loans, consumer loans,
securities, as well as income from service charges and loan originations. The
Corporation's operating expenses principally consist of employee compensation
and benefits, occupancy, federal deposit-insurance premiums and other general
and administrative expenses. The Corporation'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 Corporation.
10
MANAGEMENT STRATEGY
The Corporation is a community oriented financial institution offering a variety
of financial services to meet the needs of individuals and businesses located in
the communities it serves. The Corporation 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. Beginning in 2003, the Corporation will originate commercial loans in the
Akron, Ohio and Columbus, Ohio markets in addition to the communities
historically served. To a lesser extent, the Corporation 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 Corporation's volume of
shorter term consumer loans have been intended to help reduce interest rate
risk, as well as to build on the Corporation's residential mortgage business.
The Corporation's deposits are insured up to the maximum allowable amount by the
Savings Association Insurance Fund ("SAIF"), and administered by the Federal
Deposit Insurance Corporation ("FDIC"). The Corporation 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 Corporation 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 Corporation 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, 2003 AND DECEMBER 31, 2002
Total assets of the Corporation were $105.8 million at March 31, 2003 compared
to $110.5 million at December 31, 2002, representing a decrease of $4.7 million,
or 4.25%. The primary component of the decrease in total assets was a $2.5
million decrease in loans and loans held for sale coupled with a decrease in
securities, held to maturity of $7.3 million or 41.05%. The decrease in loans
was primarily due to refinancing activity during the quarter. Interest rates for
long-term fixed rates continue to stay near record lows. Management has decided
to sell the new loans rather than hold them in its portfolio. Management will
continue to sell the new loans as the market conditions remain favorable. The
Corporation has also had a decline in consumer loans, which are mostly
automobile loans of $919 million or 7.08% due to local competition from
dealers offering special rebates and financing programs. The Corporation
currently grants loans for both new and used automobile purchases. Maturities
for new and used automobile financed range from 24 months to 66 months. The
Corporation does not originate subprime automobile loans. Cash and cash
equivalents remained consistent. Management will use these funds to invest in
proper instruments when the timing is correct.
The Corporation also reduced Federal Home Loan Bank of Cincinnati (the "FHLB")
advances by $126,000 or 1.10% from year-end. The Corporation 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. Loan payable was reduced by $4.9 million or 100.00% from year-end.
11
COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003
AND MARCH 31, 2002
General. Net income for the three months ended March 31, 2003 decreased by $1.3
million from $209,000 for the three months ended March 31, 2002 to net loss of
$1.1 for the three months ended March 31, 2003. The decrease was mainly due to
expenses accrued in the first three months of March 31, 2003. See the
non-interest expense section for further explanation of accrued expenses.
Net Interest Income. Net interest income is the largest component of the
Corporation'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 $129,000, or 12.95%, for the three
months ended March 31, 2003. The primary reason for the decrease in net interest
income was the decrease in interest income of $472,000 or 24.32% for the first
three months of 2003 when compared to the same time period for 2002. This
decrease was primarily due to the decrease in rates for loans. As mentioned
earlier, rates for one-to-four family mortgages have been at historic lows over
the past twenty-four months resulting in high refinancing activity. Due to the
refinancing streams, the Corporation has a smaller portfolio at a lower earning
rate, resulting in lower interest income. The Corporation experienced the same
condition with automobile loans. The Corporation is in the process of opening
new offices in the Akron, Ohio and Columbus, Ohio markets to originate
commercial loans.
The Corporation also earned less in interest from securities, a decrease of
$185,000 or 40.83% when compared to the prior year. This decrease was primarily
due to the decline of the average securities balance. Most of the Corporation's
investments are in mortgage-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 $343,000 or 36.33% when comparing
the first three months of 2003 to 2002. The decrease is due to the declining
interest rate environment during 2002 and 2003. The Corporation was able to
decrease their expense while increasing the overall deposit amount. Due to
economic events since 2001, consumers have moved money from the stock market to
bank deposit accounts. The Corporation 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 Corporation reduced interest expense for FHLB advances
by $20,000 or 11.42% when compared to the prior period. The loan payable of $4.9
million at December 31, 2002 has been repaid in the current period which will
result in a savings of approximately $65,000 in interest expense for the year
ending December 31, 2003.
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.
12
No provision for loan losses was recorded during the three months ended March
31, 2003 or 2002. At March 31, 2003, the allowance for loan losses represented
..56% of total loans compared to .57% at December 31, 2002. Further,
nonperforming loans, all of which are nonaccrual loans, were $765,000 at March
31, 2003 and $781,000 at December 31, 2002. At March 31, 2003 and December 31,
2002 represented 1.27% and 1.24%, respectively of the net loan balance.
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 Corporation experienced a $62,000, or 42.46%, increase
in non-interest income during the first three months of 2003 compared to the
same period in 2002. The gain on sale of loans decreased $23,000 from $104,000
in 2002 to $81,000 in 2003. The Corporation sold $3.4 million of loans that were
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.
Non-interest Expense. Non-interest expense increased $2.0 million, or 246.64%.
Expenses in the amount of $1.8 million were accrued for termination of the
Bank's leveraged ESOP, pension plan, a supplemental Executive Retirement
Agreement in connection with the retirement of William R. Williams as President
effective April 23, 2003 and an agreement with John A. Rife, Executive Vice
President and Treasurer.
Income Taxes. The provision for income taxes totaled a benefit of $589,000 for
the three months ended March 31, 2003 compared to expense of $129,000 for the
three months ended March 31, 2002, due to the decrease in income before income
taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Bank's primary sources of funds are deposits, principal and interest
payments on loans, mortgage-backed and investment securities and borrowings from
the FHLB. The Bank 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 Bank to maintain sufficient liquidity
to ensure its safe and sound operation.
At March 31, 2003, the Bank exceeded all of its regulatory capital requirements
with a Tier 2 capital level of $14.432 million, or 24.59%, of total adjusted
assets, which is above the required level of $3.521 million, or 6.00%; Tier 1
capital of $14.432 million, or 13.71%, of adjusted total assets, which is above
the required level of $5.263 million, or 5.00%; and risk-based capital of
$14.775 million, or 25.18%, of risk-weighted assets, which is above the required
level of $5.868 million, or 10.00%.
The Bank's most liquid assets are cash and cash equivalents. The levels of those
assets are dependent on the Bank's operating, financing, lending and investing
activities during any given period. At March 31, 2003, cash and cash equivalents
totaled $12.8 million, or 12.14% of total assets.
13
The Bank has other sources of liquidity if a need for additional funds arises,
including FHLB advances. At March 31, 2003, the Bank had unused borrowing
capacity from the FHLB of $21.6 million. Depending on market conditions, the
pricing of deposit products and FHLB advances, the Bank may rely on FHLB
borrowing to fund asset growth.
The Bank relies primarily on competitive rates, customer service and
long-standing relationships with customers to retain deposits. Based on the
Bank'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 Bank.
14
Item 3.
CONTROLS AND PROCEDURES
(a) The Corporation maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the
Corporation's Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the
Corporation's management, including its principal executive officer and
principal financial officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c).
Within 90 days prior to the date of this report, the Corporation
carried out an evaluation, under the supervision and with the
participation of the Corporation's management, including the
Corporation's principal executive officer and principal financial
officer, of the effectiveness of the design and operation of the
Corporation's disclosure controls and procedures. Based on the
foregoing, the Corporation's principal executive officer and principal
financial officer concluded that the Corporation's disclosures and
procedures were effective.
(b) Although the Corporation hired a new principal executive officer and
principal financial officer in the current period, there have been no
significant changes in the Corporation's internal controls or in other
factors that could significantly affect the internal controls
subsequent to the date the Corporation completed its evaluation.
15
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit Number Exhibit
-------------- -------
3.1 Certificate of Incorporation of Central Federal
Corporation (incorporated by reference from
Exhibit 3.1 to the Form SB-2 No. 333-64089 filed
by the registrant on September 23, 1998)
3.2 Bylaws of Central Federal Corporation
(incorporated by reference from Exhibit 3.2 to
the Form SB-2 No. 333-64089 filed by the
registrant on September 23, 1998)
4.1 Form of Common Stock Certificate (incorporated by
reference from Exhibit 4.0 to the Form SB-2
No. 333-64089 filed by the registrant on
September 23, 1998)
99.1 Certifications of David C. Vernon, Chairman,
President and Chief Executive Officer (principal
executive officer) of Central Federal Corporation
and Kelley L. Nanna, CPA, Treasurer (principal
financial officer) of Central Federal
Corporation, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K.
During the fiscal quarter ended March 31, 2003, the Corporation filed three
Forms 8-K and one Form 8-K/A as follows:
On March 25, 2003, the Corporation filed a Form 8-K/A, which revised the
Form 8-K filed on March 24, 2003. The amendment changed the date of the
dividend payable to shareholders of record from April 7, 2003 to April 4,
2003.
On March 24, 2003, the Corporation filed a Form 8-K, reporting the
declaration of a cash dividend payable of $0.09 per share to shareholders of
record on April 7, 2003.
On March 3, 2003, the Corporation filed a Form 8-K to announce the
retirement of William R. Williams, President and Chief Executive Officer and
the appointment of David C. Vernon as President and Chief Executive Officer.
On January 21, 2003, the Corporation filed a Form 8-K, to announce the
retirement of Gerry W. Grace as Chairman of the Board of Directors and the
appointment of David C. Vernon as Chairman of the Board of Directors,
16
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CENTRAL FEDERAL CORPORATION
Dated: May 20, 2003 By: /s/ David C. Vernon
-----------------------------------
David C. Vernon
Chairman, President and CEO
(principal executive officer)
Dated: May 20, 2003 By: /s/ Kelley L. Nanna
-----------------------------------
Kelley L. Nanna, CPA
Treasurer
(principal accounting and financial officer)
17
CENTRAL FEDERAL CORPORATION
SECTION 302 CERTIFICATE
I, David C. Vernon, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Central Federal
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Dated: May 20, 2003 By: /s/ David C. Vernon
-----------------------------
David C. Vernon
Chairman, President and CEO
(principal executive officer)
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CENTRAL FEDERAL CORPORATION
SECTION 302 CERTIFICATE
I, Kelley L. Nanna, CPA, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Central Federal
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
(a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
(b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal
controls; and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Dated: May 20, 2003 By: /s/ Kelley L. Nanna
--------------------------------
Kelley L. Nanna, CPA
Treasurer
(principal financial officer)
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