EX-99.1 3 dex991.htm SLIDE PRESENTATION Slide Presentation

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Atlanta

July 1, 2003


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Forward Looking Statement

 

This presentation and the accompanying commentary 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 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.


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Key Facts

 

    CHFN Is A 20 Month Old Company Regulated By The Office Of Thrift Supervision

 

    Under 3-Year Regulatory Business Plan

 

    Very Overcapitalized With A Large Portfolio of Freddie Mac Stock

 

    A 20% Mutual Holding Company Structure

 

    Low Earnings/Earnings Structure


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Who We Are—

 

Right Down The Road

 

Nasdaq NM: CHFN

 

Recent Price (6/26/03):

  $28.42

Shares Outstanding:

  19.8 Million

Insider Ownership:

  3.4% (plus 80% by Mutual Holding Company)

Market Capitalization:

  $562 Million

Annual Dividend Rate:

  80 Cents (to publicly owned stock)

Dividend Yield:

  2.81%

Last Four Quarters EPS:

  10 Cents

Total Assets (3/31/03):

  $974.1 Million


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Ownership Structure

 

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Ownership Structure

 

    Key Benefit Of MHC Structure Is The Ability To Waive Dividends To MHC, Which Owns 80% Of Stock

 

    MHC Has Filed Notice that It Intends To Waive Future Dividends

 

    Absence Of Takeover Premium

 

    CHFN Has Not Received Capital For 80% Of Shares Outstanding


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MHC Book Value Metrics

 

    Stated Book Value—$12.57

 

    Fully Converted Book Value—$32.80

 

    Minority Book Value—$62.87

 

    Stock Price—$30.31

 

(March 31, 2003)


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Our Goal

 

To enhance shareholder value by blending the unique advantages of our structure and our robust capital position. That includes building the dividend-paying capacity of our bank, managing our 4.66 million share portfolio of Freddie Mac common stock and other strategies such as stock repurchases that may be available.


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Our Value Grows Out Of Our

 

    SECURITY: Dividend Yield, Strong Capital Base, Good Asset Quality, Profitable

 

    GROWTH: Build Retail Bank & Retain Freddie Mac Stock

 

    CAPITAL MANAGEMENT: Use Freddie Mac Stock & Surplus Capital For Cash Acquisitions, Dividend Payments or Stock Buy Backs


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Stockholder Value Strategies

 

Enhance Value By Effectively Deploying Capital

 

1.   Invest In Building Retail Franchise

 

2.   Manage 4.66-Million Share Freddie Mac Investment

 

3.   Manage Surplus Capital To Provide Attractive Returns To Shareholders


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Stockholder Value Strategies

 

Enhance Value By Effectively Deploying Capital

 

1.   Invest In Building Retail Franchise

 

  Ø   Expand branch network

 

  Ø   Transform from traditional thrift to bank-like A/L structure

 

2.   Manage Freddie Mac Investment

 

3.   Manage Surplus Capital To Provide Attractive Returns To Shareholders


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Our Value Proposition

 

CharterBank creates value for its customers with

outstanding convenience, customer friendly

products, and spirited, time valuing service.


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Retail Strategy

 

    Diversify Into Stronger Geographic Markets

 

    Upgrade Earnings Potential Of Balance Sheet

 

  Ø   Core Deposits

 

  Ø   Commercial Real Estate Lending

 

    Provide Outstanding Convenience And Customer Service


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Market Area Demographics

 

    Control Dominant Share In Home Market: “The Valley”

 

    Home Market Population Is Declining

 

    Local Employment Dependent On Textile Manufacturing

 

  Ø   Traditionally Low-Wage Industry

 

  Ø   Under Intense Foreign Competitive Pressure

 

  Ø   WP Stevens Chapter 11 Filing

 

    Expanding Into Growing Markets Is Key To Building Our Franchise And Deploying Our Capital


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Recent Acquisition

 

    Acquisitions Are A Key Component Of Our Shareholder Value Creation Strategy

 

    Completed Acquisition Of Eagle Bank Of Alabama In February 2003

 

    Positions Us Strongly In Growing Auburn-Opelika Market

 

    Fastest-Growing MSA In Alabama & 19th Nationally


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Stockholder Value Strategies

 

Enhance Value By Effectively Deploying Capital

 

1.   Invest In Building Retail Franchise

 

2.   Manage Freddie Mac Investment

 

3.   Manage Surplus Capital To Provide Attractive Returns To Shareholders


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Freddie Mac Recap

 

    4.66 Million Shares At Cost Of $1.37/Share

 

    $148mm After-Tax Unrealized Gain

 

    Charter Has Owned FRE Stock Since FRE’s Original Public Ownership In The Mid 1980s

 

    Annual Dividend Rate Equals $1.04 Per Share

 

    FRE Posted A 17.5% 10-year Average Total Rate Of Return

 

(As of March 31, 2003)


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Importance Of FRE To CHFN

 

    Represents 62% Of Our Capital

 

    Equals $7.08 Per CHFN Share Net Of Taxes At 38.6%

 

    $4.8Million Pre-tax Dividend=24 Cents Per CHFN Share


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Manage Freddie Mac Investment

 

    View FRE from Long Term Perspective

 

    Can It Sustain Long Term Growth Trends?

 

    Continued Confidence In FRE’s Ability To Generate Earnings & Dividends

 

    Gain Is Not Hedged—No Current Intent To Hedge Or Sell


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Manage Freddie Mac Investment

 

    Covered Call Pilot On 250,000 Shares

 

    Long-Term Strategy To Diversify But Have Limited Reinvestment Options

 

    Balancing Future Value Growth Against Income Recognition

 

    Equitable To The Insured Bank And To Public And Private (MHC) Shareholders


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Stockholder Value Strategies

 

Enhance Value By Effectively Deploying Capital

 

1.   Invest In Building Retail Franchise

 

2.   Manage Freddie Mac Investment

 

3.   Manage Surplus Capital To Provide Attractive Returns To Shareholders


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$190 Million

Unleveraged Capital

 

    Charter Financial Has $11 Million Cash And Unrealized Gains (after tax) On Freddie Mac Stock Of $54 Million

 

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    CharterBank Regulatory Capital Is $32 Million Over “Well Capitalized” Level

 

    Bank Has $81 Million Unrealized Gains (after tax) On FRE Stock

 

    Capital Exceeds Foreseeable Retail Franchise Needs

 

(As of March 31, 2003)


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Cash Dividends

 

    First Charter MHC Can Waive Right To Cash Dividends

 

    Paid 10 Cent Quarterly Dividend From June 2002

 

    Increased To 20 Cents For June 2003

 

    2.81% Indicated Dividend Yield


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Stock Purchases And Buybacks

 

    Stock Buybacks Reduce Outstanding Shares And Are Evaluated Against Other Capital Management Opportunities

 

    Program To Purchase Stock For Restricted Stock Plans Recently Completed


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Capital Management Goals

 

    Use MHC Dividend Waiver To Enhance Returns To Minority Shareholders

 

    Use Capital To Build Earnings

 

    Use Cash, Not Stock, For Acquisitions to Minimize Share Dilution of Minority Shareholders

 

    Maintain/Build Stock Liquidity


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Stock Performance

Since Conversion, CHFN vs. Nasdaq Comp

 

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Directors

 

John W. Johnson, Jr.*

  Jane W. Darden1

Robert L. Johnson

  Thomas M. Lane3

David Z. Cauble, III2

  William B. Hudson4

 

*   Chairman of the Board
1   Executive Committee Chairman
2   Audit Committee Chairman
3   Compensation Committee Chairman
4   Nominating Committee Chairman


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Executive Officers

 

John W. Johnson, Jr., Chairman Of The Board

Robert L. Johnson, President And Chief Executive Officer

Lee Washam, Executive Vice President

Curtis R. Kollar, Chief Financial Officer

William C. Gladden, Vice President And Secretary


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Financial Performance


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Revenue Drivers

 

    Retail Banking Activities

 

  Ø   Core Deposits

 

  Ø   1-4 Single Family Mortgage

 

  Ø   Commercial Real Estate Mortgage

 

    Mortgage Securities Portfolio

 

    Freddie Mac Stock & Other Equities


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Low Current Earnings

 

    Net Income $663,000 For 6 months 2003

 

  Ø   Net Interest Income Compression

 

  Ø   Higher G&A Expense

 

    Structural Spread Issues

 

  Ø   Freddie Mac Stock Dividend Yield

 

  Ø   Mortgage Security Portfolio

 

    High-Cost Borrowings


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Yields And Margin w/FRE

 

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Yields And Margin w/o FRE

 

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Net Interest Margin Compression

 

    Locked-in $127 Million Of Fixed-term Funding In The First Half Of FY 2001. The Average Rate And Maturity Are 5.75% And 7.5 Years.

 

    With Falling Interest Rates & Record Mortgage Loan Refinance Volumes That Funding Was Stranded Without Corresponding Spread Assets.

 

    Will Be A Drag On Net Interest Income Until Interest Rates Rise Or The Borrowings Mature


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Loan Portfolio

 

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Loan Quality

 

    Loan Portfolio is Primarily Secured by Real Estate

 

    Reserve Coverage is 155% of Non-performing Assets


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Loan Originations

 

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Mortgage Banking Revenue

 

Gain on Sale of Loans

 

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Core Deposit Growth

 

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Deposit Fees

 

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Noninterest Expense

 

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*Excludes goodwill amortization and impairment


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Compensation Expenses

 

    Stock Compensation

 

    New Revenue Producers & High Mortgage Banking Commission Costs

 

    Commercial Lending Support Staff

 

    Extended Banking Hours

 

    Eagle Bank Acquisition


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Outlook For 2003

 

    Continuing Low Interest Rate Environment

 

  Ø   Mortgage Loan & MBS Portfolio Volatility

 

  Ø   Strong 1-4 Mortgage Originations/Gains

 

    Continued Net Interest Income Compression

 

    Pressure On G&A Expenses

 

    Improvement In Portfolio Loan Mix

 

    Core Deposit Fee Income


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Stockholder Value Strategies

 

Enhance Value By Effectively Deploying Capital

 

1.   Invest In Building Retail Franchise

 

2.   Manage Freddie Mac Investment

 

3.   Manage Surplus Capital To Provide Attractive Returns To Shareholders


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Our Value Grows Out Of Our

 

    SECURITY: Dividend Yield, Strong Capital Base, Good Asset Quality, Profitable

 

    GROWTH: Build Retail Bank & Retain Freddie Mac Stock

 

    CAPITAL MANAGEMENT: Use Freddie Mac Stock & Surplus Capital For Cash Acquisitions, Dividend Payments or Stock Buy Backs


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Financial Performance