1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________________ to _____________________ Commission File Number 000-24255 GLB BANCORP, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Ohio 31-1529973 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation of Organization) 7001 Center Street, Mentor, Ohio 44060 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (440) 974-0000 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, including Area Code) Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. YES [X] NO [ ] As of August 9, 2001, there were 2,133,906 shares of the Registrant's Common Stock outstanding. Transitional Small Business Disclosure Format Yes No X --- --- 2 GLB BANCORP, INC. TABLE OF CONTENTS Part I. Financial Information Page Item 1. Consolidated Financial Statements Consolidated Statements of Financial Condition as of June 30, 2001 3 (unaudited), December 31, 2000, and June 30, 2000 (unaudited) Consolidated Statements of Earnings (unaudited) for the three months 4 and six months ended June 30, 2001 and June 30, 2000 Consolidated Statements of Cash Flows (unaudited) for the six months ended 5 June 30, 2001 and June 30, 2000 Notes to Consolidated Financial Statements (unaudited) 6 Item 2. Management's Discussion and Analysis of Financial Condition 7 and Results of Operations Part II. Other Information 11 Signatures 12 3 GLB BANCORP, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION JUNE 30,2001 DECEMBER 31, JUNE 30,2000 Assets (UNAUDITED) 2000 (UNAUDITED) ------------- ------------- ------------- Cash and due from banks $ 7,909,741 $ 6,354,122 $ 5,970,831 Federal funds sold 19,118,082 6,818,970 11,773,987 ------------- ------------- ------------- Total Cash and Cash Equivalents 27,027,823 13,173,092 17,744,818 Securities Available for Sale 3,531,778 3,790,897 3,653,065 Securities Held to Maturity 1,995,473 1,988,971 1,983,135 Loans, net of allowance for loan losses 107,797,316 105,954,789 96,310,895 Term Federal Funds 5,000,000 0 0 Stock in Federal Home Loan Bank of Cincinnati, at cost 964,100 638,300 572,600 Premises and equipment, net 3,107,470 3,103,020 3,168,108 Intangibles, net 720,412 666,246 686,793 Other assets 1,430,726 1,200,538 1,112,594 ------------- ------------- ------------- Total Assets $ 151,575,098 $ 130,515,853 $ 125,232,008 ============= ============= ============= Liabilities and Shareholders' Equity Liabilities Non-interest bearing demand deposits $ 18,136,752 $ 16,973,088 $ 17,454,470 Interest bearing demand deposits 11,360,036 10,879,750 9,487,485 Savings accounts 50,620,098 42,697,244 45,913,995 Certificate of deposit accounts 28,084,841 19,753,768 14,964,710 ------------- ------------- ------------- Total Deposits 108,201,727 90,303,850 87,820,660 Advances from the Federal Home Loan Bank 15,643,900 12,543,900 10,500,000 Accrued expenses and other liabilities 642,634 877,667 766,405 ------------- ------------- ------------- Total Liabilities 124,488,261 103,725,417 99,087,065 ------------- ------------- ------------- Shareholders' Equity Common Stock, no par value, 10,000,000 shares authorized; 2,133,906 shares issued and outstanding, at a stated value of 5,334,765 5,334,765 5,334,765 Additional Paid-In Capital 19,152,715 19,152,715 19,152,715 Retained Earnings 3,261,661 2,786,798 2,231,234 Accumulated Other Comprehensive Loss (662,304) (483,842) (573,771) ------------- ------------- ------------- Total Shareholders' Equity 27,086,837 26,790,436 26,144,943 ------------- ------------- ------------- Total Liabilities and Shareholders' Equity $ 151,575,098 $ 130,515,853 $ 125,232,008 ============= ============= ============= See accompanying notes to financial statements 3 4 GLB BANCORP, INC. CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED) THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30, 2001 2000 2001 2000 ---------- ---------- ---------- ---------- Interest Income: Loans $2,206,894 $1,968,161 $4,467,510 $3,832,371 Federal funds sold 277,734 189,375 467,914 379,846 Securities 80,423 79,883 160,880 155,404 ---------- ---------- ---------- ---------- Total Interest Income 2,565,051 2,237,419 5,096,304 4,367,621 Interest Expense: Deposits 898,629 635,447 1,700,268 1,262,845 FHLB Advances 243,672 169,755 485,643 339,510 ---------- ---------- ---------- ---------- Total Interest Expense 1,142,301 805,202 2,185,911 1,602,355 ---------- ---------- ---------- ---------- Net Interest Income 1,422,750 1,432,217 2,910,393 2,765,266 Provision for loan losses 97,500 60,000 195,000 105,000 ---------- ---------- ---------- ---------- Net Interest Income After Provision 1,325,250 1,372,217 2,715,393 2,660,266 ---------- ---------- ---------- ---------- Non-Interest Income: Service charges on demand deposits 96,161 82,070 179,193 160,953 Other loan fees 75,055 75,307 146,140 133,922 Other service charges and fees 65,091 53,314 121,798 98,763 Gain on sale of loans held for sale 46,507 15,003 75,200 20,955 ---------- ---------- ---------- ---------- Total Non-Interest Income 282,814 225,694 522,331 414,593 Non-Interest Expense: Compensation and related benefits 596,517 513,614 1,188,844 1,041,769 Office occupancy and equipment, net 255,484 236,470 516,300 467,295 Professional fees 63,285 41,879 112,837 77,672 Advertising 33,032 32,232 64,803 50,369 Amortization of intangibles 32,009 26,074 64,617 48,592 Ohio franchise tax 51,324 31,500 102,105 64,250 Data processing 68,538 63,154 135,577 122,968 Office supplies and printing 53,269 47,735 80,986 79,042 FDIC deposit insurance 4,142 4,109 8,330 8,166 Credit card processing 26,473 27,613 51,684 51,521 Year 2000 expenses 0 0 0 7,223 Other operating expenses 101,139 80,052 186,423 157,900 ---------- ---------- ---------- ---------- Total Non-Interest Expenses 1,285,212 1,104,432 2,512,506 2,176,767 ---------- ---------- ---------- ---------- Income Before Income Tax Expense 322,852 493,479 725,218 898,092 Federal and State Income Tax Expense 110,401 172,836 250,355 315,079 ---------- ---------- ---------- ---------- Net Income $ 212,451 $ 320,643 474,863 $ 583,013 ========== ========== ========== ========== Earnings per share basic and diluted $ 0.10 $ 0.15 $ 0.22 $ 0.27 ========== ========== ========== ========== See accompanying notes to financial statements 4 5 GLB BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED JUNE 30, --------------------------------- 2001 2000 ------------ ------------ Cash flows from operating activities: Net income $ 474,863 $ 583,013 Adjustments required to reconcile net income to net cash provided by operating activities: Amortization of intangibles 64,617 48,592 Depreciation 149,704 149,753 Premium amortization and discount accretion, net (7,202) (11,010) Net deferred loan origination fees and costs 32,028 (9,716) Origination of loans held for sale (8,723,306) (2,622,464) Proceeds from sale of loans held for sale 8,729,355 2,612,172 Gain on sale of loans held for sale (75,200) (20,955) Provision for loan losses 195,000 105,000 Origination of mortgage servicing rights (118,783) (35,820) Increase in other assets (149,531) (113,328) Decrease in accrued expenses and other liabilities (235,033) (33,803) ------------ ------------ Net cash provided by operating activities: 336,512 651,434 ------------ ------------ Cash flows from investing activities: Purchases of securities available for sale 0 (23,700) Purchases of securities held to maturity (1,999,300) (471,892) Maturities and payments of securities held to maturity 2,000,000 500,000 Purchase of FHLB stock (325,800) (19,900) Origination of loans, net of principal collected (2,000,404) (8,962,430) Increase in Term Federal Funds (5,000,000) 0 Purchases of premises and equipment (154,154) (84,143) ------------ ------------ Net cash used in investing activities: (7,479,658) (9,062,065) ------------ ------------ Cash flows from financing activities: Net increase in deposits 17,897,877 5,675,997 Cash proceeds from FHLB advances 8,143,900 0 Cash repayments from FHLB advances (5,043,900) 0 ------------ ------------ Net cash provided by financing activities: 20,997,877 5,675,997 ------------ ------------ Net increase (decrease) in cash and cash equivalents 13,854,731 (2,734,634) Cash and cash equivalents at beginning of period 13,173,092 20,479,452 ------------ ------------ Cash and cash equivalents at end of period $ 27,027,823 $ 17,744,818 ============ ============ Supplemental disclosure of cash flow information: Interest paid on deposits and borrowings $ 2,085,258 $ 1,610,040 Federal Income taxes paid $ 200,835 $ 280,000 See accompanying notes to financial statements 5 6 GLB BANCORP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1. BASIS OF PRESENTATION GLB Bancorp, Inc. is a one-bank holding company that owns all of the outstanding common stock of Great Lakes Bank (the Bank). The Corporation, a consolidation of the holding company and the bank, was incorporated under Ohio law in March 1997 with the reorganization of the Bank completed in September 1997. 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 generally accepted accounting principles for complete financial statements. 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 June 30, 2001 are not necessarily indicative of the results to be expected for the year ending December 31, 2001. 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, 2000, contained in the Corporation's 2000 Annual Report and the Corporation's Form 10-KSB filed for December 31, 2000. Note 2. EARNINGS PER SHARE Basic and diluted earnings per share were computed based on 2,133,906 weighted average number of shares outstanding for the three months and six months ended June 30, 2001 and 2000. Note 3. COMPREHENSIVE INCOME The Corporation's comprehensive income for the three months and six months ended June 30, 2001 and 2000 are as follows: FOR THE THREE MONTHS ENDED JUNE 30, 2001 2000 -------------- ---------------- Net Income $ 212,451 $ 320,643 Other comprehensive income: Change in unrealized loss on securities available for sale, net of tax (61,336) 15,611 --------- --------- Comprehensive income $ 151,115 $ 336,254 FOR THE SIX MONTHS ENDED JUNE 30, 2001 2000 ------------- --------------- Net Income $ 474,863 $ 583,013 Other comprehensive income: Change in unrealized loss on securities available for sale, net of tax (178,462) (66,875) --------- --------- Comprehensive income $ 296,401 $ 516,138 6 7 GLB BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS This report may contain certain "forward-looking statements". The Corporation desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 with respect to all forward-looking statements. The words "believe", "expect", "anticipate", "estimate", "project", and similar expressions are intended to identify forward-looking statements. The Corporation's ability to predict the results or effect of future plans is inherently uncertain. Factors which could affect actual results include interest rate trends, the economic climate in the Corporation's market area and the country, loan delinquency rates, and changes in federal and state regulations. These factors should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. STATEMENTS OF FINANCIAL CONDITION The Corporation's total assets were $151,575,098 at June 30, 2001, compared to $130,515,853 at December 31, 2000, an increase of $21.1 million or 16.1%. This increase is largely the result of the increase in deposits of $17.9 million that were re-invested in Federal Funds and Term Federal Funds. Federal Funds increased 180.4% largely due to the $17.9 million or 19.8% increase in deposits from December 31, 2000 to June 30, 2001. Loan balances increased $1.8 million net of $8.7 million of fixed rate loans being sold to FMAC during the first six months of 2001. The monthly Fed Fund rate decreases by the Federal Reserve Bank Board increased mortgage loan originations, as well as, spurning higher than normal payoff activity in all loan categories. FHLB stock increased $325,800 or 51.0% largely due to additional purchases of stock to support the borrowing activity from December 31, 2000 to June 30, 2001. Eight million in new Federal Home Loan Bank Advances were taken out to cover three and five year borrowings scheduled to mature in May and October. Repayments of FHLB advances totaled $5.0 million during the six months ended June 30, 2001. Deposits increased 19.8% from December 31, 2000 to June 30, 2001, largely due to new savings accounts with 2,984 new accounts being opened. Our branch network of eleven offices (one more opening in July 2001) is allowing the Bank to be more widely known with customers viewing us as a small community bank in their neighborhoods. Some rate promotions were utilized to attract customers, as well. Additionally, individuals may be withdrawing from the stock market during the low yielding market and looking for safer vehicles to invest their funds. LIQUIDITY The maintenance of an adequate level of liquidity is necessary to ensure sufficient funds are available to meet customer loan demand, deposit withdrawals, and expenses. The primary sources of funds are deposits, principal and interest payments on loans, proceeds of loan sales, federal funds, and FHLB borrowings and other correspondent banking arrangements. The Corporation feels it has adequate resources to fund it's required commitments as of June 30, 2001. CAPITAL RESOURCES Shareholders' equity was $27,086,837 at June 30, 2001 and $26,790,436 at December 31, 2000. Net income for the six months ended June 30, 2001 of $474,863 was offset by the change in the unrealized loss on securities available for sale of ($178,462), net of taxes, recorded as a component of accumulated other comprehensive income. 7 8 RESULTS OF OPERATIONS NET INCOME: The Corporation had net income of $212,451 for the three months ended June 30, 2001, compared to $320,643 for the three months ended June 30, 2000, a decrease of $108,192 or 33.7%. The Corporation had net income of $474,863 for the six months ended June 30, 2001, compared to $583,013 for the six months ended June 30, 2000, a decrease of $108,150 or 18.6%. Return on average assets (ROA) for the six months ended June 30, 2001 was 0.66%, compared to 0.96% for the six months ended June 30, 2000. Return on average equity (ROE) for the six months ended June 30, 2001 was 3.55%, compared to 4.49% for the six months ended June 30, 2000. INTEREST INCOME: Interest income was $2,565,051 for the three months ended June 30, 2001, compared to $2,237,419 for the three months ended June 30, 2000, an increase of $327,632 or 14.6%. Interest income was $5,096,304 for the six months ended June 30, 2001, compared to $4,367,621 for the six months ended June 30, 2000, an increase of $728,683 or 16.7%. Interest income increased largely due to an increase in loan interest income of 16.6% with loan volume increasing 11.9% from June 30, 2000 to June 30, 2001 and partially due to an increase in federal fund balances of 62.4% affecting federal fund income by 23.2%. Higher average balances generated higher income even though the yields consistently decreased with the Federal Fund rate decreases. During 2001, the fed fund rate was decreased by 275 basis points. This caused the Bank's yields and costs to squeeze and the margin to lower. Although the effect can be seen somewhat in the six month ended yield and cost comparison for 2001 and 2000, it is more pronounced in the quarterly comparison. This is due to the gradual fed fund rate decrease which changed 25 to 50 basis points per month beginning in January 2001. The entire financial industry has been impacted by the Federal Reserve Bank Boards decisions on rates. The following is a comparison of yields and costs for the six months and three months ended June 30, 2001 and 2000: FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED JUNE 30, JUNE 30, 2001 2000 2001 2000 ---------- ------------- ------------ ---------- Yield on Interest Earning Assets 7.38% 7.86% 7.62% 7.78% Cost on Interest Bearing Assets 4.46% 4.11% 4.48% 4.13% ---- ---- ---- ---- Net Interest Spread 2.92% 3.75% 3.14% 3.65% ==== ==== ==== ==== Net Interest Margin 4.07% 4.44% 4.32% 4.32% ==== ==== ==== ==== INTEREST EXPENSE: Interest expense was $1,142,301 for the three months ended June 30, 2001, compared to $805,202 for the three months ended June 30, 2000, an increase of $337,099 or 41.9%. Interest expense was $2,185,911 for the six months ended June 30, 2001, compared to $1,602,355 for the six months ended June 30, 2000, an increase of $583,556 or 36.4%. Deposit expense increased 34.6% comparing the six months ended June 30, 2001 to six months ended June 30, 2000 with certificates accounting for the largest portion of the expense since they increased $13.1 million or 87.7% from June 2000 to June 2001. During the fall of 2000 and early in the spring of 2001, the Bank needed to increase its federal fund balances. Therefore, the Bank offered a 7% rate on 13 month certificates and additionally offered a 6% to 6.66% rate in the early spring of 2001. Also, interest expense increased with the additional FHLB advances that were taken out in January and February of 2001, thereby increasing borrowings by 43.0% comparing the same time frames. 8 9 PROVISION FOR LOAN LOSSES: The provision for loan losses is based upon management's assessment of relevant factors, including types and amounts of non-performing loans, historical and anticipated loss experience on such types of loans, current, and projected economic conditions. Management has re-evaluated its loan loss reserve continuing to refine and develop a systematic method to calculate necessary monthly provision amounts. Due to this the provision expense has increased this year over last year. The provision for loan losses was $97,500 for the three months ended June 30, 2001 compared to $60,000 for the three months ended June 30, 2000. The provision for loan losses was $195,000 for the six months ended June 30, 2001 compared to $105,000 for the six months ended June 30, 2000. Net charge offs for the three months ended June 30, 2001 were $3,008 compared to $4,173 for the three months ended June 30, 2000. Net charge offs for the six months ended June 30, 2001 were $3,597 compared to $34,303 for the six months ended June 30, 2000. Non-performing assets as a percent of total assets was 0.06% at June 30, 2001 compared to 0.05% at June 30, 2000. NON-INTEREST INCOME: Non-interest income was $282,814 for the three months ended June 30, 2001 and $225,694 for the three months ended June 30, 2000, an increase of $57,120 or 25.3%. Non-interest income was $522,331 for the six months ended June 30, 2001 and $414,593 for the six months ended June 30, 2000, an increase of $107,738 or 26.0%. The largest increase in non-interest income was due to gain on sale of loans, increasing $54,245 for the six months ended June 30, 2000 compared to the six months ended June 30, 2001. Other service charges and fees increased 23.3% largely due to collection of overdraft charges from the expanding customer base. NON-INTEREST EXPENSE: Non-interest expense was $1,285,212 for the three months ended June 30, 2001 and $1,104,432 for the three months ended June 30, 2000, an increase of $180,780 or 16.4%. Non-interest expense was $2,512,506 for the six months ended June 30, 2001 and $2,176,767 for the six months ended June 30, 2000, an increase of $335,739 or 15.4%.The largest increases in non-interest expenses were professional fees increasing 45.3%; Ohio Franchise tax increasing 58.9%; and amortization of intangibles increasing 33.0%. Professional fees increased with the Bank hiring an outside accounting firm to perform the internal audit function. Ohio Franchise tax increased due to growth in the Company's net worth and the affect of an outstanding inter-company loan at December 31, 2000 that caused the Company to forego the Ohio Qualified Holding Company Election (QHC) . The Company does not anticipate an inter-company loan at the end of 2001, thereby allowing it to qualify for the "QHC" and reduce its tax obligation. Also, amortization of intangibles increased due to the increase in amortization of mortgage servicing rights from payoffs of sold loans. The effective tax rate for the six months ended June 30, 2001 was 34.5% compared to 35.1% for the six months ended June 30,2000. 9 10 ACCOUNTING DEVELOPMENTS The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities" with an effective date for all fiscal quarters of fiscal years beginning after June 15, 1999, which was amended by (SFAS) No. 138 which changed the effective date to fiscal years beginning after June 15, 2000. This Statement establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires that an entity recognize derivatives as either assets or liabilities at fair value with gains or losses determined depending on the intended use of the derivative and its resulting designation. This Statement was not to be applied retroactively to prior period financial statements. The Corporation adopted SFAS No. 133 as amended by SFAS No. 138 on January 1, 2001 and the effect was immaterial, as the Corporation does not currently engage in derivative activities. On July 20, 2001, the Financial Accounting Standards Board issued Statements No. 141,"Business Combinations" and No. 142, " Goodwill and Other Intangible Assets." Statement 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method. Poolings initiated prior to June 30, 2001 are grandfathered. Statement 142 replaces the requirement to amortize intangible assets with indefinite lives and goodwill with a requirement for an impairment test. Statement 142 also requires an evaluation of intangible assets and their useful lives and a transitional impairment test for goodwill and certain intangible assets. After transition, the impairment tests will be performed annually. A company must adopt Statement 142 at the beginning of the fiscal year. GLB Bancorp will adopt Statement 141 as of July 1, 2001 and Statement 142 as of January 1, 2002. Management does not expect that adoption of Statement 141 will have a material effect and management is currently in the process of analyzing the effect of adoption of Statement 142. REGULATORY DEVELOPMENTS On November 12, 1999, Congress enacted the Gramm-Leach-Bliley Act (GLBA). The GLBA establishes new guidelines under which the financial services industry may conduct business, and it also establishes specific regulated areas for banks to follow to protect private information about consumers. Under the privacy section, Regulation P was devised with four new requirements, which apply equally to all financial institutions, regarding the sharing of customer information with others. Each institution must: (1) establish and annually disclose a privacy policy; (2) provide customers the right to opt-out of having their information shared with nonaffiliated third parties (subject to many significant exceptions); (3) not share customer account numbers with non affiliated third parties; and (4) abide by regulatory standards to protect the security and integrity of customer information. The effective date for Regulation P was November 13, 2000. The mandatory compliance date of Regulation P was July 1, 2001. The Bank was in full compliance with this regulation. 10 11 GLB BANCORP, INC. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS-Not applicable ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS-Not Applicable ITEM 3 - DEFAULTS UPON SENIOR SECURITIES- Not Applicable ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On April 24, 2001, the Company held its Annual Meeting of Shareholders. The following items were voted upon: Each of the eleven directors were elected to serve as directors until the 2002 Annual Meeting of Shareholders. James A Brown For: 1,934,090 Against:0 Abstain:26,232 Richard T. Flenner Jr. For: 1,934,390 Against:0 Abstain:25,932 James V. Fryan For: 1,934,390 Against:0 Abstain:23,932 George C. Lott For: 1,901,090 Against:0 Abstain:59,232 George X. Mechir For: 1,901,590 Against:0 Abstain:59,732 Jerome T. Osborne For: 1,935,390 Against:0 Abstain:24,932 Richard M. Osborne For: 1,900,790 Against:0 Abstain:59,532 Edward R. Pike For: 1,934,855 Against:0 Abstain:25,467 Thomas J. Smith For: 1,900,890 Against:0 Abstain:59,432 Joseph T. Svete For: 1,936,155 Against:0 Abstain:24,167 Thomas E. Wheeler For: 1,936,390 Against:0 Abstain:23,932 Ratification of the selection of KPMG LLP to serve as the Company"s independent auditors for the fiscal year ending December 31, 2001. For: 1,947,084 Against: 7,985 Abstain: 5,253 Amendment of the 1998 Stock Option and Incentive Plan to increase the number of shares available for issuance under the plan to 100,000 shares of common stock, For: 1,833,216 Against: 118,553 Abstain: 8,553 Broker non-votes were zero. Total shares equal 2,133,906 with 1,984,922 shares voted and 148,984 shares not-voted. ITEM 5 - OTHER INFORMATION-Not Applicable ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-k Exhibits No report on Form 8-K was filed during the three months ended June 30, 2001. 11 12 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLB BANCORP, INC. By: /s/ Richard T. Flenner, Jr. Date: August 10, 2001 -------------------------------------- --------------- Richard T. Flenner, Jr., President Chief Executive Officer and Director By: /s/ Cheryl J. Mihitsch Date: August 10, 2001 ------------------------------------------- --------------- Cheryl J. Mihitsch Principal Financial and Accounting Officer 12