UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 0-26467
CUSIP NUMBER 391601101
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: SEPTEMBER 30, 2008
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: GREATER ATLANTIC FINANCIAL CORP.
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Former Name if Applicable:
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Address of Principal Executive Office (STREET AND NUMBER): 10700 PARKRIDGE
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BOULEVARD
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City, State and Zip Code RESTON, VIRGINIA 20191
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PART II - RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate). [ X ]
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form
10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and (c) The accountant's
statement or other exhibit required by Rule 12b-25(c) has been attached
if applicable.
PART III -- NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
(Attach extra sheets if needed.)
We are not able to file a timely Form 10-K because we have not
completed our financial statements for the fiscal year ended September
30, 2008. During the period that the Registrant's financial statements
were being prepared, the preparation of those statements were delayed
in order to obtain an analysis of certain investment securities held by
the Registrant. That analysis was required in order to resolve the
issue as to whether those securities were to be classified as "other
than temporarily impaired." Further, our preparation was affected by
the recent termination of our previously reported proposed merger with
Summit Financial Group, Inc. That termination resulted in the need to
consider further analysis of certain intangible and deferred tax asset
balances as well as the analysis of the investment securities. In
addition, continuing adverse market conditions and the complexity of
accounting and disclosure issues have increased the need for additional
review and analysis of the Registrant's subsidiary bank's business
operations.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
CARROLL E. AMOS (703) 390-0340
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes [ ] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
It is currently anticipated that the Form 10-K will reflect a net loss
of approximately $3.4 million for the three months ended September 30, 2008,
compared to net income of $3.2 million for the three months ended September 30,
2007. For the fiscal year ended September 30, 2008, it is anticipated that the
Registrant will report a net loss of approximately $10.9 million compared to net
income of $951,000 for the fiscal year ended September 30, 2007.
The net loss for the three months ended September 30, 2008, reflects an
impairment charge of $956,000 for goodwill; it also reflects a provision for
income taxes of $830,000 as a result of increasing the allowance on the deferred
tax asset during that period.
The net loss for the fiscal year ended September 30, 2008, also
reflects the impairment charge for goodwill of $956,000 incurred in the three
months ended September 30, 2008, a provision for income taxes of $1.7 million as
a result of increasing the allowance on the deferred tax asset and a $3.4
million provision for loan losses.
The net income for the three months ended and for the fiscal year ended
September 30, 2007 included a gain on branch sales of $4.3 million without
similar gain being realized in the comparable periods ended September 30, 2008.
GREATER ATLANTIC FINANCIAL CORP.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 30, 2008 By: /s/ Carroll E. Amos
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Carroll E. Amos
President and Chief Executive Officer