United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2004
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.: 000-33071
Charter Financial Corporation
(Exact Name of Registrant as Specified in Its Charter)
| United States | 58-2659667 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
600 Third Avenue, West Point, Georgia 31833
(Address of Principal Executive Offices, including zip code)
(706) 645-1391
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.01 par value per share
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 filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act). Yes x No ¨
The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 31, 2004 was $142,398,337 based on the per share closing price as of March 31, 2004 on the Nasdaq National Market for the registrant’s common stock, which was $39.37.
There were 19,823,905 shares of the registrant’s common stock, $.01 par value per share outstanding at November 23, 2004.
Explanatory Note
This Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2004 that was originally filed with the Securities and Exchange Commission on December 14, 2004 is being filed solely to correct certain typographical errors contained in (i) the table summarizing investment securities available for sale at September 30, 2003 contained in Note 5 to the Consolidated Financial Statements for the Company and subsidiaries; and (ii) the table summarizing mortgage-backed securities and collateralized mortgage obligations available for sale at September 30, 2004 and 2003 contained in Note 6 to the Consolidated Financial Statements for the Company and subsidiaries.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHARTER FINANCIAL CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2004 and 2003
| (5) | Investment Securities |
Investment securities available for sale are summarized as follows:
| September 30, 2004 | ||||||||||
| Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Estimated fair value | |||||||
| Freddie Mac common stock |
$ | 6,212,574 | 294,217,626 | — | 300,430,200 | |||||
| Other: |
||||||||||
| U.S. Government agencies |
$ | 22,338,849 | — | (182,099 | ) | 22,156,750 | ||||
| September 30, 2003 | ||||||||||
| Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Estimated fair value | |||||||
| Freddie Mac common stock |
$ | 6,285,345 | 236,618,655 | — | 242,904,000 | |||||
| Other: |
||||||||||
| U.S. Government agencies |
$ | 12,981,472 | 57,457 | (146,794 | ) | 12,892,135 | ||||
| Corporate debt |
8,632,364 | 106,057 | (1,953 | ) | 8,736,468 | |||||
| $ | 21,613,836 | 163,514 | (148,747 | ) | 21,628,603 | |||||
| 17 | (Continued) |
CHARTER FINANCIAL CORPORATION
AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 2004 and 2003
Proceeds from the sale of Freddie Mac common stock during 2004 and 2003 were $2,186,107 and $804,555, respectively. There were no sales in 2002. Gross gains of $2,113,336 and $773,368 were realized on those sales for 2004 and 2003, respectively.
| (6) | Mortgage-Backed Securities and Collateralized Mortgage Obligations |
Mortgage-backed securities and collateralized mortgage obligations available for sale are summarized as follows:
| September 30, 2004 | ||||||||||
| Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Estimated fair value | |||||||
| Mortgage-backed securities: |
||||||||||
| FNMA certificates |
$ | 129,953,880 | 1,338,753 | (640,678 | ) | 130,651,955 | ||||
| GNMA certificates |
19,876,161 | 321,101 | (27,600 | ) | 20,169,662 | |||||
| FHLMC certificates |
9,851,814 | 65,828 | (15,898 | ) | 9,901,744 | |||||
| Collateralized mortgage obligations: |
||||||||||
| FNMA |
72,589,464 | 34,162 | (1,501,184 | ) | 71,122,442 | |||||
| FHLMC |
92,025,883 | 207,358 | (589,367 | ) | 91,643,874 | |||||
| GNMA |
1,510,364 | — | (944 | ) | 1,509,420 | |||||
| Other |
52,840,147 | 573,916 | (56,553 | ) | 53,357,510 | |||||
| $ | 378,647,713 | 2,541,118 | (2,832,224 | ) | 378,356,607 | |||||
| September 30, 2003 | ||||||||||
| Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Estimated fair value | |||||||
| Mortgage-backed securities: |
||||||||||
| FNMA certificates |
$ | 89,364,541 | 1,223,688 | (180,269 | ) | 90,407,960 | ||||
| GNMA certificates |
14,531,391 | 387,325 | — | 14,918,716 | ||||||
| FHLMC certificates |
13,378,196 | 2,125 | (113,799 | ) | 13,266,522 | |||||
| Collateralized mortgage obligations: |
||||||||||
| FNMA |
136,101,123 | 142,161 | (2,723,134 | ) | 133,520,150 | |||||
| FHLMC |
86,818,483 | 121,579 | (872,118 | ) | 86,067,944 | |||||
| Other |
56,441,159 | 159,496 | (349,659 | ) | 56,250,996 | |||||
| $ | 396,634,893 | 2,036,374 | (4,238,979 | ) | 394,432,288 | |||||
| 19 | (Continued) |
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
a. The following documents are filed as a part of this report:
Notes 5 and 6 to the Consolidated Financial Statements of the Company and subsidairies.
| Exhibits |
||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certifications | |
| 32.1 | Section 1350 Certifications | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on January 12, 2005.
| CHARTER FINANCIAL CORPORATION | ||
| By: |
/s/ Robert L. Johnson | |
| Robert L. Johnson | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, and any rules and regulations promulgated there under, this Annual Report on Form 10-K/A, has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ John W. Johnson, Jr. John W. Johnson, Jr. |
Chairman of the Board |
January 12, 2005 | ||
| /s/ Robert L. Johnson Robert L. Johnson |
President, Chief Executive Officer and Director (principal executive officer) |
January 12, 2005 | ||
| /s/ David Z. Cauble, III David Z. Cauble, III |
Director |
January 12, 2005 | ||
| /s/ Jane W. Darden Jane W. Darden |
Director |
January 12, 2005 | ||
| /s/ William B. Hudson William B. Hudson |
Director |
January 12, 2005 | ||
| /s/ Thomas M. Lane Thomas M. Lane |
Director |
January 12, 2005 | ||
| /s/ David L. Strobel David L. Strobel |
Director |
January 12, 2005 | ||
| /s/ Curtis R. Kollar Curtis R. Kollar |
Chief Financial Officer, Vice President and Treasurer (principal accounting officer) |
January 12, 2005 | ||