UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2007
OR
[ ] 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 333-144149
Atlantic Coast Financial Corporation
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(Exact name of registrant as specified in its charter)
Maryland Being Applied For
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
505 Haines Avenue, Waycross, Georgia 31501
(Address of principal executive offices)
Registrant's telephone number, including area code: (800) 234-0642
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 No X
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Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer X
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Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No X
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: As of November 26, 2007, no
shares of the Registrant's common stock were issued and outstanding (the
Registrant became subject to the filing requirements of Section 13 and 15(d)
when its registration statement on Form S-1 was declared effective on October
12, 2007).
EXPLANATORY NOTE
Atlantic Coast Financial Corporation, a Maryland corporation (the
"Registrant"), was organized by Atlantic Coast Bank (the "Bank") to facilitate
the "second-step" conversion of the Bank from the mutual holding company
structure to the stock holding company structure (the "Conversion"). The
Conversion is expected to be consummated in December 2007 or January 2008, at
which time the Registrant will become the holding company for the Bank and will
own all of the issued and outstanding shares of the Bank's common stock. As part
of the Conversion, shares of the Registrant's common stock will be issued and
sold in an offering to certain depositors of the Bank and others and will also
be issued in an exchange, pursuant to an exchange ratio, for the currently
issued and outstanding shares of Atlantic Coast Federal Corporation, the current
federally-chartered mid-tier holding company for the Bank, held by the public
shareholders of Atlantic Coast Federal Corporation (i.e., all shareholders
except Atlantic Coast Federal, MHC). Atlantic Coast Financial Corporation filed
a registration statement on Form S-1 (File No. 333-144149) as subsequently
amended with the Securities and Exchange Commission (the "SEC"), which was
declared effective by the SEC on October 12, 2007. The Registrant is in
organization, has engaged in no operations to date and has not issued any shares
of stock; accordingly, no financial statements of the Registrant have been
included herein.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The information required herein is incorporated by reference from the
information appearing after the same heading at pages 2 through 12 in the
Quarterly Report on Form 10-Q of Atlantic Coast Federal Corporation (File No.
000-50962) for the quarter ended September 30, 2007 as filed with the SEC on
November 14, 2007.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required herein is incorporated by reference from the
information appearing after the same heading at pages 13 through 27 in the
Quarterly Report on Form 10-Q of Atlantic Coast Federal Corporation (File No.
000-50962) for the quarter ended September 30, 2007 as filed with the SEC on
November 14, 2007.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required herein is incorporated by reference from the
information appearing after the same heading at pages 27 through 28 in the
Quarterly Report on Form 10-Q of Atlantic Coast Federal Corporation (File No.
000-50962) for the quarter ended September 30, 2007 as filed with the SEC on
November 14, 2007.
ITEM 4. CONTROLS AND PROCEDURES
The information required herein is incorporated by reference from the
information appearing after the same heading at page 29 in the Quarterly Report
on Form 10-Q of Atlantic Coast Federal Corporation (File No. 000-50962) for the
quarter ended September 30, 2007 as filed with the SEC on November 14, 2007.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information required herein is incorporated by reference from the
information appearing after the same heading at page 29 in the Quarterly Report
on Form 10-Q of Atlantic Coast Federal Corporation (File No. 000-50962) for the
quarter ended September 30, 2007 as filed with the SEC on November 14, 2007.
ITEM 1A. RISK FACTORS
The information required herein is incorporated by reference from the
information appearing after the same heading at pages 20 through 28 in the
Prospectus of Atlantic Coast Financial Corporation, dated October 12, 2007, as
filed with the SEC pursuant to Rule 424(b)(3) on October 24, 2007.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a) No unregistered securities were sold by the Registrant during the quarter
ended September 30, 2007.
(b) Not applicable
(c) Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.
Atlantic Coast Financial Corporation
Date: November 26, 2007 By: /s/ Robert J. Larison, Jr.
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Robert J. Larison, Jr.
President and Chief Executive Officer
Date: November 26, 2007 By: /s/ Dawna R. Miller
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Dawna R. Miller
Senior Vice President and Chief
Financial Officer
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