EXHIBIT 99.1

| | | | |
FOR IMMEDIATE RELEASE | | | | |
| | |
Contact: | | | | |
| | |
Robert L. Johnson, President & CEO | | | | Curt Kollar, CFO |
706-645-1391 | | | | 706-645-3237 |
bjohnson@charterbank.net | | | | ckollar@charterbank.net |
CHARTER FINANCIAL REPORTS FIRST QUARTER EARNINGS;
ANNOUNCES ADDITIONAL SHARE REPURCHASE
| • | | Net Income increased to $45.8 million |
| • | | Results Include $69.5 Million Pre –Tax Gain on Sale of Freddie Mac Stock |
| • | | Board Authorizes Repurchase of Additional 400,000 Shares |
| • | | Company Reaffirms Intent to Deregister From SEC |
WEST POINT, Georgia, January 18, 2007—Charter Financial Corporation (NASDAQ: CHFN) today reported first quarter fiscal 2007 net income of $45.8 million, or $2.35 per share, compared with $5.3 million, or $0.27 per share in same quarter the prior year, an increase of 759%.
The increase in net income for the quarter was attributed to a $69.5 million pretax gain, or approximately $42.6 million after-tax gain, on the sale of Freddie Mac stock. The sale was made to fund the repurchase of 508,842 shares of the company’s common stock at $52.00 through a Dutch auction tender offer completed on January 4, 2007. The company noted that it recorded a gain in the comparable period a year earlier from sale of Freddie Mac stock of $4.8 million.
Separately, Charter Financial announced its board of directors has authorized the Company to repurchase up to an additional 400,000 of its outstanding shares. The purchases will be made from time to time in the open market or in negotiated transactions.
“We made significant progress in managing our capital and Freddie Mac stock,” said Robert L. Johnson, President and CEO. “The recently completed tender offer, combined with the program to repurchase additional shares, will improve our minority shareholders’ position. The sale of Freddie Mac stock to fund the tender offer will increase the proportion of our future earnings that come from core banking operations.”
The company said net interest income in the first quarter was $6.4 million compared with $6.5 million in the same period a year earlier. The slight decline is attributable to higher interest rates on deposits and borrowings.
Reflecting the gain on the sale of Freddie Mac stock mentioned above, noninterest income in the first quarter rose to $71.3 million, compared with $6.0 million in the comparable quarter a year earlier.
The company noted its balance sheet remained solid at the end of the first quarter. Net loans continued to grow. As of the end of the first quarter net loans stood at $391.1 million, up 4.4 percent from $374.7 million at the end of the previous fiscal year. Deposits as of the end of the first quarter were $385.5 million, up 3.6 percent from $372.1 million at the end of fiscal 2006.
The Company also announced it has notified the NASDAQ Stock Market of its intent to suspend trading in its stock on the NASDAQ Global Market and to file a Form 25, Notification of Removal from Listing and/or Registration, with the Securities and Exchange Commission on or about January 30, 2007. The company said it expects its shares will begin trading on the Over the Counter Bulletin Board at that time. Its stock symbol is expected to remain CHFN. “The Bulletin Board is a vibrant market,” Johnson stated.
“The costs associated with increased regulatory reporting requirements have become an increasingly onerous burden for Charter Financial,” Johnson said. “The board believes we can no longer justify those costs and their impact on our financial results. The board, as previously announced, has determined it is in the best interests of the company and shareholders to deregister and relieve itself of that burden. The proposed deregistration from the Securities and Exchange Commission will help control future operating expense. However, we intend to continue making information on our financial performance available through news releases and other communications,” he concluded.
Charter Financial Corporation is a savings and loan holding company and the parent company of CharterBank, a full-service community bank and a federal savings institution. Charter Financial Corporation and its subsidiary, CharterBank, are in a mutual holding company structure. Charter Financial owns 3.4 million shares of Freddie Mac common stock with a market value of $231.0 million. CharterBank is headquartered in West Point, Georgia, and operates nine full-service branches on the I-85 corridor from LaGrange, Georgia to Auburn, Alabama. CharterBank’s deposits are insured by the Federal Deposit Insurance Corporation.
Forward-Looking Statements
This release may contain “forward-looking statements” that may be identified by use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition and results of operation and business that are subject to various factors that could cause actual results to differ materially from these estimates. These factors include but are not limited to general and local economic conditions; changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values, and competition; changes in accounting principles, policies, or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products, and services. Any or all forward-looking statements in this release and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or known or unknown risks and uncertainties. Consequently, no forward-looking statements can be guaranteed. The Company disclaims any obligation to subsequently revise or update 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.
Tables Follow…
Selected Financial Data (in thousands except share and per share data):
| | | | | | | | | |
| | December 31, | | September 30, |
| 2006 | | 2005 | | 2006 |
| | Unaudited |
Total Assets | | $ | 1,114,917 | | $ | 1,094,812 | | $ | 1,097,321 |
Loans Receivable, Net | | | 391,094 | | | 376,647 | | | 374,726 |
Mortgage Securities Available for Sale | | | 296,507 | | | 348,000 | | | 308,150 |
Freddie Mac Common Stock | | | 231,030 | | | 289,991 | | | 294,339 |
Other Investment Securities | | | 37,436 | | | 17,227 | | | 37,582 |
Retail Deposits | | | 336,485 | | | 254,239 | | | 321,288 |
Core Deposits | | | 177,711 | | | 128,859 | | | 169,129 |
Total Deposits | | | 385,454 | | | 354,977 | | | 372,057 |
Deferred Income Taxes | | | 84,849 | | | 106,360 | | | 108,186 |
Borrowings | | | 330,279 | | | 351,036 | | | 337,928 |
Realized Stockholders’ Equity* | | | 139,814 | | | 96,735 | | | 95,220 |
Accumulated Other Comprehensive Income** | | | 135,833 | | | 170,225 | | | 172,489 |
| | | |
Total Equity | | | 275,647 | | | 266,960 | | | 267,709 |
| | | |
Book Value per Share | | $ | 14.01 | | $ | 13.51 | | $ | 13.61 |
Tangible Book Value per Share | | | 13.73 | | | 13.22 | | | 13.33 |
| | | |
Minority Shares Outstanding | | | 3,606,766 | | | 3,542,754 | | | 3,592,863 |
Total Shares Outstanding – at Quarter End | | | 19,676,884 | | | 19,629,372 | | | 19,662,981 |
Weighted Average Total Shares Outstanding – Basic | | | 19,457,445 | | | 19,400,678 | | | 19,438,844 |
Weighted Average Total Shares Outstanding – Fully Diluted | | | 19,632,168 | | | 19,575,347 | | | 19,591,492 |
* | Includes Total Stockholders’ Equity less Accumulated Other Comprehensive Income. |
** | Includes unrealized gains and losses on Freddie Mac common stock and other investment securities adjusted for income taxes at a tax rate of approximately 38.6% |
Selected Operating Data (in thousands except share and per share data):
| | | | | | | | | | |
| | Three months ended | |
| | December 31, | | September 30, | |
| | 2006 | | 2005 | | 2006 | |
| | Unaudited | |
Total Interest Income | | $ | 13,845 | | $ | 12,787 | | $ | 14,003 | |
Total Interest Expense | | | 7,473 | | | 6,307 | | | 7,605 | |
| | | | | | | | | | |
Net Interest Income | | | 6,372 | | | 6,480 | | | 6,398 | |
Provision for Loan Losses | | | — | | | — | | | — | |
| | | | | | | | | | |
Net Interest Income after Provision for Loan Losses | | | 6,372 | | | 6,480 | | | 6,398 | |
Noninterest Income | | | 71,288 | | | 5,961 | | | 1,383 | |
Noninterest Expense | | | 4,940 | | | 5,040 | | | 5,917 | |
| | | | | | | | | | |
Income before Income Taxes | | | 72,720 | | | 7,401 | | | 1,864 | |
Income Tax Expense | | | 26,923 | | | 2,067 | | | (1,045 | ) |
| | | | | | | | | | |
Net Income | | $ | 45,797 | | $ | 5,334 | | $ | 2,909 | |
| | | | | | | | | | |
Earnings per Share | | $ | 2.35 | | $ | 0.27 | | $ | 0.15 | |
Earnings per Share – Fully Diluted | | | 2.33 | | | 0.27 | | | 0.15 | |
Cash Dividends per Share*** | | | 0.45 | | | 0.70 | | | 2.20 | |
| | | |
Net Charge-offs | | | 47 | | | 19 | | | (10 | ) |
Deposit Fees | | | 1,041 | | | 833 | | | 1,031 | |
Gain on Sale of Loans | | | 223 | | | 163 | | | 232 | |
Gain on Sale of Freddie Mac Common Stock | | | 69,453 | | | 4,769 | | | — | |
Gain (Loss) on Covered Calls Related to Freddie Mac Common Stock | | | 188 | | | 13 | | | (260 | ) |
*** | First Charter, MHC has waived its portion of these dividends, resulting in payment only to the minority stockholders. |
| | | | | | | | | |
| | Three months ended | |
| | December 31, | | | September 30, | |
| | 2006 | | | 2005 | | | 2006 | |
| | Unaudited | |
Return on Equity | | 65.10 | % | | 8.43 | % | | 4.64 | % |
Return on Assets | | 16.33 | | | 2.00 | | | 1.06 | |
Net Interest Margin | | 2.39 | | | 2.50 | | | 2.45 | |
Loan Loss Reserve as a % of Total Loans | | 1.52 | | | 1.60 | | | 1.59 | |
Loan Loss Reserve as a % of Nonperforming Assets | | 104.52 | | | 128.27 | | | 184.60 | |
Nonperforming Assets as a % of Total Loans and REO | | 1.45 | | | 1.24 | | | 0.86 | |
Net Chargeoffs as a % of Average Loans | | 0.01 | | | 0.01 | | | — | |
Nonperforming Assets to Total Assets | | 0.52 | | | 0.44 | | | 0.30 | |
Bank Core Capital Ratio | | 9.21 | | | 8.84 | | | 9.71 | |
Dividend Payout Ratio | | 3.54 | | | 46.49 | | | 271.67 | |
Effective Tax Rate Expense | | 37.02 | | | 27.93 | | | (56.04 | ) |
Supplemental Information
CHARTER FINANCIAL CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Financial Condition
December 31, 2006 and September 30, 2006
(unaudited)
| | | | | | | |
| | December 31, 2006 | | | September 30, 2006 | |
Assets | | | | | | | |
Cash and amounts due from depository institutions | | $ | 15,467,885 | | | 14,780,668 | |
Interest-bearing deposits in other financial institutions | | | 81,597,983 | | | 9,640,178 | |
| | | | | | | |
Cash and cash equivalents | | | 97,065,868 | | | 24,420,846 | |
| | | | | | | |
Loans held for sale, market value of $2,369,623 and $913,825 at December 31, 2006 and September 30, 2006, respectively | | | 2,356,705 | | | 909,206 | |
Freddie Mac common stock available for sale | | | 231,029,750 | | | 294,339,375 | |
Mortgage-backed securities and collateralized mortgage obligations available for sale | | | 296,507,462 | | | 308,149,540 | |
Other investment securities available for sale | | | 37,435,604 | | | 37,582,398 | |
Federal Home Loan Bank stock | | | 15,981,200 | | | 15,981,200 | |
Loans receivable | | | 398,036,392 | | | 381,721,931 | |
Unamortized loan origination fees, net | | | (903,252 | ) | | (909,229 | ) |
Allowance for loan losses | | | (6,039,096 | ) | | (6,086,205 | ) |
| | | | | | | |
Loans receivable, net | | | 391,094,044 | | | 374,726,497 | |
| | | | | | | |
Real estate owned | | | 732,843 | | | 460,223 | |
Accrued interest and dividends receivable | | | 3,784,957 | | | 3,578,371 | |
Premises and equipment, net | | | 17,017,655 | | | 17,025,398 | |
Intangible assets, net of amortization | | | 5,559,315 | | | 5,598,817 | |
Cash surrender value of life insurance | | | 12,388,063 | | | 12,265,590 | |
Other assets | | | 3,963,320 | | | 2,284,034 | |
| | | | | | | |
Total assets | | $ | 1,114,916,786 | | | 1,097,321,495 | |
| | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | |
Liabilities: | | | | | | | |
Deposits | | $ | 385,454,234 | | | 372,056,697 | |
FHLB advances and other borrowings | | | 330,279,000 | | | 337,928,000 | |
Advance payments by borrowers for taxes and insurance | | | 661,389 | | | 1,344,221 | |
Deferred income taxes | | | 84,849,038 | | | 108,185,711 | |
Other liabilities | | | 38,026,414 | | | 10,097,621 | |
| | | | | | | |
Total liabilities | | | 839,270,075 | | | 829,612,250 | |
| | | | | | | |
Stockholders’ Equity: | | | | | | | |
Common stock, $0.01 par value; 19,851,719 and 19,837,816 shares issued at December 31, 2006 and September 30, 2006, respectively; 19,676,884 and 19,662,981 shares outstanding at December 31, 2006 and September 30, 2006, respectively | | | 198,517 | | | 198,378 | |
Additional paid-in capital | | | 39,450,280 | | | 39,031,515 | |
Treasury stock, at cost; 174,835 shares at | | | | | | | |
December 31, 2006 and September 30, 2006 | | | (5,436,393 | ) | | (5,436,393 | ) |
Unearned compensation – ESOP | | | (2,121,940 | ) | | (2,121,940 | ) |
Retained earnings | | | 107,722,754 | | | 63,548,301 | |
Accumulated other comprehensive income: | | | | | | | |
Net unrealized holding gains on securities available for sale, net of tax | | | 135,833,493 | | | 172,489,384 | |
| | | | | | | |
Total stockholders’ equity | | | 275,646,711 | | | 267,709,245 | |
| | | | | | | |
Commitments and contingencies | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 1,114,916,786 | | | 1,097,321,495 | |
| | | | | | | |
CHARTER FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
For the Three Months Ended December 31, 2006 and 2005
(unaudited)
| | | | | | |
| | Three Month Ended December 31, 2006 | | | Three Month Ended December 31, 2005 |
Interest and dividend income: | | | | | | |
Loans receivable | | $ | 7,007,259 | | | 6,144,683 |
Mortgage-backed securities and collateralized mortgage obligations | | | 3,672,287 | | | 4,092,430 |
Equity securities | | | 2,436,972 | | | 2,287,362 |
Debt securities | | | 477,473 | | | 172,757 |
Interest-bearing deposits in other financial institutions | | | 251,081 | | | 89,866 |
| | | | | | |
Total interest and dividend income | | | 13,845,072 | | | 12,787,098 |
| | | | | | |
Interest expense: | | | | | | |
Deposits | | | 3,668,086 | | | 2,284,054 |
Borrowings | | | 3,804,581 | | | 4,023,290 |
| | | | | | |
Total interest expense | | | 7,472,667 | | | 6,307,344 |
| | | | | | |
Net interest income | | | 6,372,405 | | | 6,479,754 |
Provision for loan losses | | | — | | | — |
| | | | | | |
Net interest income after provision for loan losses | | | 6,372,405 | | | 6,479,754 |
| | | | | | |
Noninterest income: | | | | | | |
Gain on sale of loans and servicing released loan fees | | | 222,816 | | | 162,729 |
Service charges on deposit accounts | | | 1,041,413 | | | 833,473 |
Gain on sale of Freddie Mac common stock | | | 69,453,332 | | | 4,768,735 |
Gain on sale of mortgage-backed securities, collateralized mortgage obligations, and other investments | | | — | | | — |
Loan servicing fees | | | 69,710 | | | 62,352 |
Gain (Loss) on operations of covered call program | | | 188,125 | | | 13,254 |
Brokerage commissions | | | 115,114 | | | 115,611 |
Other | | | 197,911 | | | 4,364 |
| | | | | | |
Total noninterest income | | | 71,288,421 | | | 5,960,518 |
| | | | | | |
Noninterest expenses: | | | | | | |
Salaries and employee benefits | | | 2,917,223 | | | 2,857,094 |
Occupancy | | | 850,623 | | | 877,632 |
Legal and professional | | | 229,784 | | | 360,538 |
Marketing | | | 252,753 | | | 180,361 |
Furniture and equipment | | | 154,721 | | | 144,520 |
Federal insurance premiums and other regulatory fees | | | 64,211 | | | 58,334 |
Net cost of operations of real estate owned | | | (3,590 | ) | | 45,049 |
Postage, office supplies, and printing | | | 120,956 | | | 134,841 |
Deposit premium amortization expense | | | 39,502 | | | 44,703 |
Other | | | 314,307 | | | 336,548 |
| | | | | | |
Total noninterest expenses | | | 4,940,490 | | | 5,039,620 |
| | | | | | |
Income before income taxes | | $ | 72,720,336 | | | 7,400,652 |
| | | | | | |
Income tax expense | | | 26,922,838 | | | 2,066,883 |
| | | | | | |
Net income | | $ | 45,797,498 | | | 5,333,769 |
| | | | | | |
Basic net income per share | | $ | 2.35 | | | 0.27 |
| | | | | | |
Diluted net income per share | | $ | 2.33 | | | 0.27 |
| | | | | | |
Weighted average number of common shares outstanding | | | 19,457,445 | | | 19,400,678 |
| | | | | | |
Weighted average number of common and common equivalent shares outstanding | | | 19,632,168 | | | 19,575,347 |
| | | | | | |
CHARTER CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended December 31, 2006 and December 31, 2005
(unaudited)
| | | | | | | |
| | Three Months Ended December 31, 2006 | | | Three Months Ended December 31, 2005 | |
Cash flows from operating activities: | | | | | | | |
Net income | | $ | 45,797,498 | | | 5,333,769 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
Provision for loan losses | | | — | | | — | |
Depreciation and amortization | | | 245,546 | | | 237,956 | |
(Accretion) amortization of premiums and discounts, net | | | (43,573 | ) | | (10,834 | ) |
Gain on sale of loans | | | (222,816 | ) | | (162,729 | ) |
Proceeds from sale of loans | | | 6,553,102 | | | 6,087,167 | |
Originations and purchases of loans held for sale | | | (7,777,786 | ) | | (6,135,516 | ) |
Gain on sale of Freddie Mac common stock | | | (69,453,332 | ) | | (4,768,735 | ) |
Gain on sales of mortgage-backed securities, collateralized mortgage obligations, and other investments | | | — | | | — | |
Writedown of real estate owned | | | — | | | 61,818 | |
Gain on sale of real estate owned | | | (5,436 | ) | | (4,209 | ) |
Gain on sale of assets | | | (106,975 | ) | | | |
Stock option expense | | | 41,450 | | | 55,276 | |
Increase in cash surrender value on bank owned life insurance | | | (122,473 | ) | | | |
Changes in assets and liabilities: | | | | | | | |
Increase in accrued interest and dividends receivable | | | (206,586 | ) | | (409,764 | ) |
Decrease (increase) in other assets | | | (1,686,777 | ) | | 335,649 | |
Increase (decrease) in other liabilities | | | 27,928,795 | | | 4,584,226 | |
| | | | | | | |
Net cash provided by operating activities | | | 940,637 | | | 5,204,074 | |
| | | | | | | |
Cash flows from investing activities: | | | | | | | |
Principal collections on agencies available for sale | | | 226,181 | | | — | |
Proceeds from sale of mortgage-backed securities and collateralized mortgage obligations available for sale | | | — | | | — | |
Principal collections on mortgage-backed securities and collateralized mortgage obligations available for sale | | | 13,729,734 | | | 27,292,085 | |
Purchases of mortgage-backed securities and collateralized mortgage obligations available for sale | | | — | | | (18,211,184 | ) |
Proceeds from sale of other investment securities available for sale | | | — | | | — | |
Proceeds from sale of Freddie Mac common stock | | | 70,646,923 | | | 4,910,794 | |
Proceeds from maturities of other securities available for sale | | | | | | 427,548 | |
Purchase of FHLB stock | | | | | | (371,300 | ) |
Proceeds from redemption of FHLB stock | | | — | | | 292,500 | |
Net increase in loans receivable, exclusive of loan sales | | | (16,860,228 | ) | | (20,217,738 | ) |
Proceeds from sale of real estate owned | | | 225,496 | | | 392,927 | |
Proceeds from sale of premises and equipment | | | 106,975 | | | — | |
Purchases of premises and equipment, net of dispositions | | | (190,810 | ) | | (613,357 | ) |
| | | | | | | |
Net cash (used in) provided by investing activities | | | 67,884,271 | | | (6,097,725 | ) |
| | | | | | | |
Cash flows from financing activities: | | | | | | | |
Stock options exercised | | | 377,454 | | | — | |
Dividends paid | | | (1,623,045 | ) | | (2,479,928 | ) |
Net increase (decrease) in deposits | | | 13,397,537 | | | 34,848,256 | |
Proceeds from Federal Home Loan Bank advances | | | — | | | 12,250,000 | |
Principal payments on advances from Federal Home Loan Bank | | | — | | | (10,500,000 | ) |
Proceeds from other borrowings | | | 62,125,000 | | | 312,006,000 | |
Principal payments on other borrowings | | | (69,774,000 | ) | | (345,056,000 | ) |
Net decrease in advance payments by borrowers for taxes and insurance | | | (682,832 | ) | | (709,414 | ) |
| | | | | | | |
Capital contribution | | | — | | | | |
Net cash provided by (used in) financing activities | | | 3,820,114 | | | 358,914 | |
| | | | | | | |
Net (decrease) increase in cash and cash equivalents | | | 72,645,022 | | | (534,737 | ) |
Cash and cash equivalents at beginning of period | | | 24,420,846 | | | 20,864,105 | |
| | | | | | | |
Cash and cash equivalents at end of period | | $ | 97,065,868 | | | 20,329,368 | |
| | | | | | | |
Supplemental disclosures of cash flow information: | | | | | | | |
Interest paid | | $ | 7,270,082 | | | 5,930,387 | |
| | | | | | | |
Income taxes paid | | $ | — | | | 291,330 | |
| | | | | | | |
Supplemental disclosure of noncash financing activities: | | | | | | | |
Real estate acquired through foreclosure of the loans receivable | | $ | 492,680 | | | 378,026 | |
| | | | | | | |
Earnings per Share
Earnings per share are calculated according to the Financial Accounting Standards Board’s (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 128 “Earnings per Share.” ESOP shares are only considered outstanding for earnings per share calculations when the shares have been committed to be released. Presented below are the calculations for basic and diluted earnings per share for the three months ended December 31, 2006 and 2005:
| | | | | |
| | Three Months Ended December 31, 2006 | | Three Months Ended December 31, 2005 |
Basic: | | | | | |
Net income | | $ | 45,797,498 | | 5,333,769 |
Weighted average number of common shares oustanding | | | 19,457,445 | | 19,400,678 |
Basic earnings per share | | $ | 2.35 | | 0.27 |
Diluted: | | | | | |
Net income | | $ | 45,797,498 | | 5,333,769 |
Weighted average number of common and common equivalent shares oustanding | | | 19,632,168 | | 19,575,347 |
Diluted earnings per share | | $ | 2.33 | | 0.27 |
Comprehensive Income
The primary component of other comprehensive income for the Company is net unrealized gains and losses on Freddie Mac common stock and investment and mortgage-backed securities available for sale. The table below summarizes total comprehensive income for the three months ended December 31, 2006 and 2005.
| | | | | |
| | Three Months Ended December 31, 2006 | | Three Months Ended December 31, 2005 |
Total comprehensive income | | $ | 9,141,607 | | 26,154,162 |
Change in net unrealized holding gains on securities, net of income taxes | | | 5,988,455 | | 23,748,396 |
Less reclassification adjustment for net gains realized in net income | | | 42,644,346 | | 2,928,003 |
| | | | | |
Net Income | | $ | 45,797,498 | | 5,333,769 |
| | | | | |
Covered Call Program
At December 31, 2006, Charter Financial had covered call options on Freddie Mac common stock outstanding on 35,000 shares. Deferred income, which is recorded in the liability section of the consolidated statement of financial condition, is cash that we received when writing the call. If the call expires unexercised, deferred income is realized upon maturity of the call. If the call is exercised, deferred income is included as gain or loss on the sale of Freddie Mac common stock. Charter Financial has also recorded the unrealized loss and gain in the income statement, as the derivative instruments do not qualify as hedges under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities. The mark to market loss or gain is recorded in noninterest income of our consolidated statement of income. During the three months ended December 31, 2006 holders of the covered call options exercised options to purchase 75,000 shares of Freddie Mac common stock. The income statement impact of the covered call premium and mark to market is as follows:
| | | | | | |
| | Three Months Ended December 31, 2006 | | | Three Months Ended December 31, 2005 |
Net (Loss) Gain on Fair Value in Income Statement | | $ | (89,250 | ) | | 13,254 |
Realized Income | | | 277,375 | | | — |
| | | | | | |
Income on Covered Calls | | $ | 188,125 | | | 13,254 |
| | | | | | |
Capital (CharterBank)
CharterBank is and has traditionally been a well-capitalized savings association. The following table sets forth the tier one capital levels, risk-based capital levels, and ratios for the past several quarters.
| | | | | | | | | | |
For the Quarters Ended | | Tier 1 Capital | | Risk-Weighted Capital Ratio | | Regulatory Core Capital Ratio | | Total Risk- Based Capital | | Total Risk-Based Capital Ratio |
| | (Dollars in Millions) |
December 31, 2006 | | 80.4 | | 12.95 | | 9.21 | | 160.7 | | 25.88 |
September 30, 2006 | | 78.4 | | 13.24 | | 9.71 | | 156.8 | | 26.49 |
June 30, 2006 | | 75.4 | | 12.64 | | 8.77 | | 150.8 | | 25.28 |
March 31, 2006 | | 73.4 | | 12.47 | | 8.79 | | 146.8 | | 24.94 |
December 31, 2005 | | 71.4 | | 12.73 | | 8.84 | | 142.9 | | 25.46 |
September 30, 2005 | | 78.8 | | 14.69 | | 9.86 | | 148.1 | | 27.62 |
June 30, 2005 | | 77.3 | | 14.24 | | 9.86 | | 154.5 | | 28.48 |
March 31, 2005 | | 75.7 | | 14.28 | | 9.64 | | 151.4 | | 28.56 |
At December 31, 2006 and September 30, 2006, we significantly exceeded each of the applicable regulatory capital requirements. Tier 1 capital as a percent of total regulatory assets is consistently above the “well-capitalized” requirement of 5.0%. Total risk-based capital ratios exceed the applicable “well-capitalized” requirement for risk-based capital of 10.0%. CharterBank exceeded the “well-capitalized” level of its various regulatory capital requirements by amounts ranging from $36.7 million to $98.6 million at December 31, 2006. We made a capital distribution from CharterBank to Charter Financial of $9.0 million during the first quarter of fiscal 2006, which resulted in the $7.4 million reduction in Tier 1 capital shown in the table above at December 31, 2005.
Capital (Charter Financial)
Accumulated other comprehensive income (“unrealized equity”) is comprised of net unrealized holding gains on securities available for sale. The primary cause of decrease in unrealized equity was the conversion of $69.5 million to realized equity through a gain on sale of Freddie Mac stock in the December 2006 quarter. The following table shows realized and unrealized equity and the Freddie Mac common stock price for the past eight quarters. A comparison of the unrealized equity and Freddie Mac common stock price demonstrates the relationship between the price of Freddie Mac common stock and our unrealized equity.
| | | | | | | | | | | | |
For the Quarters Ended | | Total Capital | | Realized Equity | | Unrealized Equity | | Percentage of Unrealized Capital to Total Capital | | | Freddie Mac Common Stock Price |
| | (Dollars in Millions) |
December 31, 2006 | | 275,647 | | 139,814 | | 135,833 | | 49.28 | % | | $ | 67.90 |
September 30, 2006 | | 267,709 | | 95,220 | | 172,489 | | 64.43 | | | | 66.33 |
June 30, 2006 | | 243,655 | | 99,411 | | 144,244 | | 59.20 | | | | 57.01 |
March 31, 2006 | | 255,588 | | 97,781 | | 157,807 | | 61.74 | | | | 61.00 |
December 31, 2005 | | 266,960 | | 96,735 | | 170,225 | | 63.76 | | | | 65.35 |
September 30, 2005 | | 243,230 | | 93,825 | | 149,405 | | 61.43 | | | | 56.46 |
June 30, 2005 | | 268,768 | | 91,530 | | 177,238 | | 65.94 | | | | 65.23 |
March 31, 2005 | | 258,546 | | 89,552 | | 168,994 | | 65.36 | | | | 63.20 |
Freddie Mac and Comprehensive Income
| | | | | | | | | | | | | | | | | | | |
| | For the Quarters Ended | |
| | December 31, 2006 | | | September 30, 2006 | | June 30, 2006 | | | March 31, 2006 | | | December 31, 2005 | |
Freddie Mac: | | | | | | | | | | | | | | | | | | | |
| | | | | |
Number of shares | | | 3,402,500 | | | | 4,437,500 | | | 4,437,500 | | | | 4,437,500 | | | | 4,437,500 | |
Market Price | | $ | 67.90 | | | $ | 66.33 | | $ | 57.01 | | | $ | 61.00 | | | $ | 65.35 | |
Market Value | | $ | 231,029,750 | | | $ | 294,339,375 | | $ | 252,981,875 | | | $ | 270,687,500 | | | $ | 289,990,625 | |
Unrealized Gain Net of Tax | | $ | 139,177,761 | | | $ | 177,090,209 | | $ | 151,696,704 | | | $ | 162,567,957 | | | $ | 174,420,076 | |
| | | | | |
Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | | | |
Related to Mortgage Securities and other Investments | | $ | 1,256,557 | | | $ | 2,851,945 | | $ | (2,692,124 | ) | | $ | (566,020 | ) | | $ | (888,764 | ) |
Freddie Mac Common Stock | | $ | (37,912,447 | ) | | $ | 25,393,505 | | $ | (10,871,254 | ) | | $ | (11,852,119 | ) | | $ | 21,709,158 | |
Change in net unrealized holdings gains on securities, net of income taxes | | $ | (36,655,890 | ) | | $ | 28,245,450 | | $ | (13,563,378 | ) | | $ | (12,418,139 | ) | | $ | 20,820,394 | |
Loan Balances
| | | | | | | | | | | | | | | | | | | | | |
For the Quarters Ended | | 1-4 Family Residential | | | Construction | | | Commercial Real Estate | | | Consumer | | | Commercial Non- Real Estate | | | Total Loans | | Percent Change per Quarter | |
| | (Dollars in Thousands) | | | |
December 31, 2006 | | | | | | | | | | | | | | | | | | | | | |
Loan balance as a % of loan portfolio | | | 36.1 | % | | 12.5 | % | | 41.7 | % | | 5.1 | % | | 4.6 | % | | | | NA | |
Loan balance as a % of total assets | | | 12.9 | % | | 4.4 | % | | 14.9 | % | | 1.8 | % | | 1.7 | % | | | | NA | |
Actual Balance: | | $ | 143,652 | | | 49,566 | | | 166,140 | | | 20,144 | | | 18,535 | | | 398,037 | | NA | |
| | | | | | | |
Average Balance: | | | | | | | | | | | | | | | | | | | | | |
December 31, 2006 | | | 142,913 | | | 45,079 | | | 162,790 | | | 19,792 | | | 18,669 | | | 389,243 | | 0.4 | |
September 30, 2006 | | | 144,993 | | | 43,382 | | | 161,397 | | | 19,262 | | | 18,495 | | | 387,529 | | (0.4 | ) |
June 30, 2006 | | | 145,486 | | | 42,263 | | | 165,629 | | | 18,925 | | | 16,845 | | | 389,148 | | 1.1 | |
March 31, 2006 | | | 147,093 | | | 37,020 | | | 164,804 | | | 19,088 | | | 16,719 | | | 384,724 | | 3.4 | |
December 31, 2005 | | | 148,408 | | | 32,362 | | | 156,331 | | | 18,932 | | | 16,041 | | | 372,074 | | 5.3 | |
The nonresidential real estate loan growth reflects our strategy to increase this portion of the portfolio. Future growth of our nonresidential real estate portfolio depends primarily on interest rates, growth in the economy and competitiveness in the market to obtain new loans. In recent years, CharterBank has made an effort to build its loans secured by commercial real estate properties and these loans now make up 41.7% of the loan portfolio. In a significant number of the loans secured by commercial properties, the owner occupies the properties and the ongoing operations of the business provide the cash to service the debt. CharterBank’s largest funded loan relationship is a $6.4 million loan for development purposes. The largest industry concentration of commercial purpose loans is the hospitality industry where we have an aggregate of $16.2 million, or 4.1% of our loan portfolio, to various hotel and motel operations. Construction and development loans, which comprise 12.5% of the loan portfolio, are carefully monitored since the repayment is generally dependent upon the liquidation of the real estate and is impacted by national and local economic conditions.
Deposit Balances
Total deposits increased from $372.1 million at September 30, 2006 to $385.5 million at December 31, 2006. Of the $13.4 million increase, $15.2 million was in retail deposits and $1.8 million decrease in wholesale certificates of deposit. CharterBank has focused on attracting and retaining core deposits in order to fund loans and reduce dependence on higher cost deposits. Accordingly, as shown in the following table, over the last two years, core deposits (checking, money market and savings accounts) have significantly increased from $126.7 million to $177.7 million. A portion of this increase is in high balance accounts, which may be more volatile than lower balance accounts. Fees on core deposit accounts increased from $833,000 in the December 2005 quarter to $1.0 million in the December 2006 quarter.
| | | | | | | | | | | | | | | | | | |
| | Deposit Fees | | Transaction Accounts | | Savings | | Money Market Accounts | | Total Core Deposits | | Certificates of Deposit |
| | (Dollars in Thousands) |
December 31, 2006 | | $ | 1,041 | | $ | 79,771 | | $ | 12,468 | | $ | 85,471 | | $ | 177,710 | | $ | 207,743 |
September 30, 2006 | | | 1,031 | | | 80,679 | | | 13,213 | | | 75,238 | | | 169,130 | | | 202,927 |
June 30, 2006 | | | 981 | | | 89,310 | | | 14,202 | | | 72,131 | | | 175,643 | | | 220,764 |
March 31, 2006 | | | 883 | | | 77,598 | | | 14,193 | | | 51,595 | | | 143,386 | | | 222,115 |
December 31, 2005 | | | 833 | | | 66,195 | | | 13,550 | | | 49,115 | | | 128,860 | | | 226,118 |
September 30, 2005 | | | 745 | | | 68,110 | | | 14,739 | | | 48,512 | | | 131,361 | | | 188,768 |
June 30, 2005 | | | 679 | | | 67,224 | | | 14,926 | | | 44,497 | | | 126,647 | | | 165,125 |
March 31, 2005 | | | 632 | | | 65,245 | | | 15,698 | | | 45,623 | | | 126,566 | | | 160,666 |
Average Balances and Yields
The following table shows the average balances of the key components of earning assets and interest bearing liabilities for the past five quarters. From December 2005 to December 2006, we have increased our average loan balance $17.2 million while we decreased the average balance in mortgage and investment securities by $28.2 million. During the same period, we decreased our average borrowings balance by $39.7 million and increased our interest costing deposits by $53.5 million.
| | | | | | | | | | | | |
| | Average Assets |
| | Interest Earning Assets | | Freddie Mac | | Loans | | Mortgage and Investment Securities |
| | (Dollars in Thousands) |
December 31, 2006 | | $ | 1,066,898 | | $ | 297,019 | | $ | 389,243 | | $ | 340,202 |
September 30, 2006 | | | 1,042,734 | | | 264,119 | | | 387,529 | | | 352,119 |
June 30, 2006 | | | 1,049,484 | | | 269,179 | | | 389,148 | | | 363,565 |
March 31, 2006 | | | 1,072,418 | | | 296,359 | | | 384,724 | | | 364,955 |
December 31, 2005 | | | 1,036,088 | | | 271,443 | | | 372,074 | | | 368,417 |
| |
| | Average Liabilities |
| | Total Interest Bearing Liabilities | | Borrowings | | Non Interest Earning Deposits | | Interest Costing Deposits |
| | (Dollars in Thousands) |
December 31, 2006 | | $ | 689,860 | | $ | 332,429 | | $ | 29,823 | | $ | 357,431 |
September 30, 2006 | | | 702,357 | | | 347,019 | | | 30,125 | | | 355,338 |
June 30, 2006 | | | 704,867 | | | 360,503 | | | 29,729 | | | 344,364 |
March 31, 2006 | | | 685,140 | | | 355,809 | | | 26,989 | | | 329,331 |
December 31, 2005 | | | 676,056 | | | 372,103 | | | 28,645 | | | 303,953 |
The table below shows the costs of liabilities and yield on assets and the components of both. Our spread between the yield on securities and the cost of borrowings has varied from 27 basis points to 55 basis points, with the most recent quarter being 27 basis points. Our loan yield and deposit cost spread has narrowed 50 basis points since the December 2005 quarter as deposits have repriced upwards faster than our loans have repriced.
| | | | | | | | | | | | | | | | | | |
| | Three Months Ended |
| | December 2006 | | September 2006 | | June 2006 | | March 2006 | | December 2005 | | September 2005 | | June 2005 | | March 2005 | | December 2004 |
Cost of Liabilities | | 4.33 | | 4.33 | | 4.13 | | 3.86 | | 3.73 | | 3.55 | | 3.36 | | 3.18 | | 3.05 |
Cost of Deposits | | 4.10 | | 4.05 | | 3.76 | | 3.38 | | 3.01 | | 2.68 | | 2.38 | | 2.25 | | 2.05 |
Cost of CD’s | | 4.63 | | 4.45 | | 4.21 | | 3.92 | | 3.59 | | 3.26 | | 2.97 | | 2.80 | | 2.67 |
Cost of NOW Accounts | | 1.97 | | 2.02 | | 1.93 | | 1.26 | | 0.76 | | 0.81 | | 0.78 | | 0.72 | | 0.57 |
Cost of Savings | | 0.25 | | 0.24 | | 0.23 | | 0.26 | | 0.25 | | 0.25 | | 0.23 | | 0.23 | | 0.24 |
Cost of MMDA | | 4.57 | | 4.87 | | 4.39 | | 3.83 | | 3.21 | | 2.97 | | 2.52 | | 2.43 | | 1.93 |
Cost of Borrowings | | 4.58 | | 4.62 | | 4.48 | | 4.30 | | 4.32 | | 4.18 | | 3.98 | | 3.74 | | 3.67 |
| | | | | | | | | |
Yield of Assets | | 5.19 | | 5.37 | | 5.24 | | 4.95 | | 4.94 | | 4.46 | | 4.37 | | 4.16 | | 4.02 |
Yield on Freddie Mac | | 2.96 | | 3.16 | | 3.10 | | 2.82 | | 3.13 | | 2.22 | | 2.21 | | 2.09 | | 1.79 |
Yield on Assets excluding Freddie Mac | | 6.05 | | 6.12 | | 5.97 | | 5.77 | | 5.58 | | 5.32 | | 5.20 | | 4.99 | | 4.92 |
Yield on Loans | | 7.20 | | 7.19 | | 7.00 | | 6.73 | | 6.61 | | 6.32 | | 6.20 | | 5.99 | | 6.10 |
Yield on Mortgage Securities | | 4.85 | | 5.00 | | 4.95 | | 4.80 | | 4.66 | | 4.52 | | 4.42 | | 4.29 | | 4.12 |
Loan/Deposit Spread | | 3.10 | | 3.14 | | 3.24 | | 3.35 | | 3.60 | | 3.64 | | 3.82 | | 3.74 | | 4.05 |
Mortgage Securities/Borrowings Spread | | 0.27 | | 0.38 | | 0.47 | | 0.50 | | 0.34 | | 0.34 | | 0.44 | | 0.55 | | 0.45 |
The following table shows our net interest income, net interest spread and net interest margin and the impact the dividends on each of these from our Freddie Mac stock and its dividends. Net interest rate spread is the difference between yield on assets and cost of liabilities. Net interest margin is net interest income as a percent of average earning assets.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | |
| | December 2006 | | | September 2006 | | | June 2006 | | | March 2006 | | | December 2005 | | | September 2005 | | | June 2005 | | | March 2005 | | | December 2004 | |
Net Interest Income | | $ | 6,372 | | | $ | 6,398 | | | $ | 6,457 | | | $ | 6,667 | | | $ | 6,480 | | | $ | 5,699 | | | $ | 5,811 | | | $ | 5,757 | | | $ | 5,640 | |
Net Interest Income excluding | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Freddie Mac dividends | | $ | 4,171 | | | $ | 4,312 | | | $ | 4,371 | | | $ | 4,581 | | | $ | 4,359 | | | $ | 4,120 | | | $ | 4,212 | | | $ | 4,158 | | | $ | 4,262 | |
Attributable to Freddie Mac dividends | | $ | 2,201 | | | $ | 2,086 | | | $ | 2,086 | | | $ | 2,086 | | | $ | 2,121 | | | $ | 1,579 | | | $ | 1,599 | | | $ | 1,599 | | | $ | 1,378 | |
Net Interest Spread | | | 0.86 | % | | | 1.04 | % | | | 1.11 | % | | | 1.09 | % | | | 1.21 | % | | | 0.91 | % | | | 1.01 | % | | | 0.98 | % | | | 0.97 | % |
Net Interest Spread excluding | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Freddie Mac dividends | | | 1.72 | % | | | 1.79 | % | | | 1.84 | % | | | 1.91 | % | | | 1.85 | % | | | 1.77 | % | | | 1.84 | % | | | 1.81 | % | | | 1.87 | % |
Attributable to Freddie Mac dividends | | | -0.86 | % | | | -0.75 | % | | | -0.73 | % | | | -0.82 | % | | | -0.64 | % | | | -0.86 | % | | | -0.83 | % | | | -0.83 | % | | | -0.90 | % |
Net Interest Margin | | | 2.39 | % | | | 2.45 | % | | | 2.46 | % | | | 2.49 | % | | | 2.50 | % | | | 2.21 | % | | | 2.22 | % | | | 2.16 | % | | | 2.12 | % |
Net Interest Margin excluding | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Freddie Mac dividends | | | 2.17 | % | | | 2.22 | % | | | 2.24 | % | | | 2.36 | % | | | 2.28 | % | | | 2.20 | % | | | 2.23 | % | | | 2.19 | % | | | 2.26 | % |
Attributable to Freddie Mac dividends | | | 0.22 | % | | | 0.23 | % | | | 0.22 | % | | | 0.13 | % | | | 0.22 | % | | | 0.01 | % | | | -0.01 | % | | | -0.03 | % | | | -0.14 | % |
Yield on Assets | | | 5.19 | % | | | 5.37 | % | | | 5.24 | % | | | 4.95 | % | | | 4.94 | % | | | 4.46 | % | | | 4.37 | % | | | 4.16 | % | | | 4.02 | % |
Cost of Liabilities | | | 4.33 | % | | | 4.33 | % | | | 4.13 | % | | | 3.86 | % | | | 3.73 | % | | | 3.55 | % | | | 3.36 | % | | | 3.18 | % | | | 3.05 | % |
Noninterest Income
The table below shows the components of noninterest income for the last five quarters. There was a $69.5 million gain on sale of securities during the three months ended December 31, 2006 compared to $4.8 million for the three months ended December 31, 2005. One million shares of Freddie Mac common stock was sold resulting in a gain of $67.4 million and the Charter Financial call option program had 35,000 shares of Freddie Mac common stock exercised resulting in a gain of $2.1 million during the three months ended December 31, 2006. Our deposit fees have increased as our checking products have increased in balance and to a lesser extent increased fees. Insufficient funds fees were $604,000 of the $1.0 million deposit fees for the three months ended December 31, 2006.
| | | | | | | | | | | |
| | For the Three Months Ended |
| | December 2006 | | September 2006 | | | June 2006 | | March 2006 | | December 2005 |
Loan servicing fees | | 70 | | 71 | | | 64 | | 69 | | 62 |
Deposit fees | | 1,041 | | 1,031 | | | 981 | | 883 | | 833 |
Gain on the sale of loans | | 223 | | 232 | | | 193 | | 153 | | 163 |
Gain on sale of investments, net | | 69,453 | | 0 | | | 0 | | 0 | | 4,769 |
Gain (loss) on covered call program | | 188 | | (260 | ) | | 215 | | 309 | | 13 |
Brokerage commissions | | 115 | | 88 | | | 174 | | 121 | | 116 |
Other income | | 198 | | 221 | | | 161 | | 158 | | 4 |
| | | | | | | | | | | |
Total | | 71,288 | | 1,383 | | | 1,788 | | 1,693 | | 5,960 |
| | | | | | | | | | | |
Noninterest Expense
| | | | | | | | | | | | |
| | For the Three Months Ended |
| | December 2006 | | | September 2006 | | June 2006 | | March 2006 | | | December 2005 |
Compensation & employee benefits | | 2,917 | | | 3,410 | | 3,095 | | 2,673 | | | 2,857 |
Occupancy | | 851 | | | 846 | | 760 | | 906 | | | 877 |
Legal & professional | | 230 | | | 554 | | 313 | | 356 | | | 361 |
Marketing | | 253 | | | 235 | | 236 | | 270 | | | 180 |
Furniture & equipment | | 155 | | | 177 | | 185 | | 159 | | | 145 |
Postage, office supplies, and printing | | 120 | | | 140 | | 147 | | 120 | | | 135 |
Federal insurance premiums and other regulatory fees | | 64 | | | 64 | | 61 | | 60 | | | 58 |
Net cost (gain) of operations of real estate owned | | (4 | ) | | 17 | | 45 | | (3 | ) | | 45 |
Deposit premium amortization expense | | 40 | | | 40 | | 40 | | 43 | | | 45 |
Other | | 314 | | | 434 | | 418 | | 288 | | | 337 |
| | | | | | | | | | | | |
Total | | 4,940 | | | 5,917 | | 5,300 | | 4,872 | | | 5,040 |
| | | | | | | | | | | | |
Asset Quality
The following table shows under-performing loans and nonperforming assets. Approximately 98.4% of our nonaccrual loans had real estate as collateral at December 31, 2006. Nonperforming loans at December 31, 2006 include one loan of $3.0 million that has an 80% guarantee from U. S. Department of Agriculture.
| | | | | | | | |
| | December 31, 2006 | | | September 30, 2006 | |
| | (Dollars in Thousands) | |
Underperforming loans | | $ | 52 | | | $ | 392 | |
| | | | | | | | |
Total nonperforming loans | | | 5,045 | | | | 2,837 | |
Foreclosed real estate, net | | | 733 | | | | 460 | |
| | | | | | | | |
Total nonperforming assets | | $ | 5,778 | | | $ | 3,297 | |
| | | | | | | | |
| | |
Nonperforming loans to total loans | | | 1.27 | % | | | 0.74 | % |
Nonperforming assets to total assets | | | 0.52 | % | | | 0.30 | % |