SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Fiscal Year Ended March 31, 2005
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: 000-49967
Atlantic Liberty Financial Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware 16-1615014
--------------------------------- -------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
186 Montague Street, Brooklyn, New York 11201
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(Address of Principal Executive Offices) (Zip Code)
(718) 855-3555
(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, par value $.10 per share
(Title of Class)
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 twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
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-B 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-KSB or any amendment to
this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year........... $11,286,000
The aggregate value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the closing price of the common stock on
June 10, 2005 ($24.25) was $31,425,599.
As of June 10, 2005, there were 1,682,147 shares issued and outstanding of
the Registrant's Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
1. Proxy Statement for the 2005 Annual Meeting of Stockholders (Parts I and
III).
2. Annual Report to Shareholders for the fiscal year ended March 31, 2005
(Parts II and IV).
Transitional Small Business Disclosure Format: YES NO X
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PART IV
ITEM 13. EXHIBITS
The exhibits and financial statement schedules filed as a part of this Form
10-KSB are as follows:
(a)(1) Financial Statements
o Report of Independent Registered Public Accounting Firm
o Consolidated Statements of Financial Condition at March 31, 2005
and 2004
o Consolidated Statements of Income forthe Years Ended March 31,
2005 and 2004
o Consolidated Statements of Stockholders' Equity for the Years
Ended March 31, 2005 and 2004
o Consolidated Statements of Cash Flows for the Years Ended Years
Ended March 31, 2005 and 2004
o Notes to Consolidated Financial Statements.
(a)(2) Financial Statement Schedules
No financial statement schedules are filed because the required
information is not applicable or is included in the consolidated
financial statements or related notes.
(a)(3) Exhibits
13 Annual Report to Shareholders
14 Code of Ethics*
21 Subsidiaries of the Registrant
23 Consent of Expert
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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* (Previously filed under cover of Form 10-KSB for the fiscal
year ended March 31, 2004)
2
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.
Atlantic Liberty Financial Corp.
Date: July 14, 2005 By: /s/ Barry M. Donohue
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Barry M. Donohue, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By:/s/ Barry M. Donohue By: /s/ Richard T. Arkwright
--------------------------------- -----------------------------
Barry M. Donohue, President, Chief Richard T. Arkwright
Executive Officer and Director Chairman of the Board
(Principal Executive Officer)
Date: July 14, 2005 Date: July 14, 2005
By:/s/ William M. Gilfillan By: /s/ Hon. Guy J. Mangano
---------------------------------- -----------------------------
William M. Gilfillan Chief Financial Officer Hon. Guy J. Mangano
(Principal Financial and Accounting Officer) Director
Date: July 14, 2005 Date: July 14, 2005
By:/s/ George M. Spanakos By: /s/ Thomas M. DeMartino
----------------------------------- -----------------------------
George M. Spanakos Thomas M. DeMartino
Director Director
Date: July 14, 2005 Date: July 14, 2005
EXHIBIT 23
CONSENT OF EXPERT
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Atlantic Liberty Financial Corp.
We consent to the incorporation by reference of our report, dated May 13, 2005,
with respect to the March 31 2005, consolidated financial statements of Atlantic
Liberty Financial Corp. included in the annual report on Form 10-KSB, in this
Registration Statement (No. 333-110768) on Form S-8.
/s/ Beard Miller Company, LLP
Beard Miller Company, LLP
Pine Brook, New Jersey
June 28, 2005
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Barry M. Donohue, President and Chief Executive Officer, certify that:
1. I have reviewed this Annual Report on Form 10-KSB of Atlantic Liberty
Financial Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee
of the small business issuer's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting:
July 14, 2005 /s/ Barry M. Donohue
Date ------------------------------------
Barry M. Donohue
President and Chief Executive Officer
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, William M. Gilfillan, Chief Financial Officer, certify that:
1. I have reviewed this Annual Report on Form 10-KSB of Atlantic Liberty
Financial Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
a) designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the
period in which this report is being prepared;
b) evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business
issuer's fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial reporting;
5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer's auditors and the audit committee
of the small business issuer's board of directors (or persons performing
the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting:
July 14, 2005 /s/ William M. Gilfillan
Date ----------------------------------------
William M. Gilfillan
Chief Financial Officer
Exhibit 32.1
Certification pursuant to
18 U.S.C. Section 1350,
as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Barry M. Donohue, President and Chief Executive Officer and William M.
Gilfillan, Chief Financial Officer of Atlantic Liberty Financial Corp. (the
"Company") each certify in their capacity as officers of the Company that they
have reviewed the annual report of the Company on Form 10-KSB for the fiscal
ended March 31, 2005 and that to the best of their knowledge:
1. the report fully complies with the requirements of Sections 13(a) of the
Securities Exchange Act of 1934; and
2. the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
The purpose of this statement is solely to comply with Title 18, Chapter 63,
Section 1350 of the United States Code, as amended by Section 906 of the
Sarbanes-Oxley Act of 2002.
A signed original of this written statement required by Section 906 has been
provided to Atlantic Liberty Financial Corp. and will be retained by Atlantic
Liberty Financial Corp. and furnished to the Securities and Exchange Commission
or its staff upon request.
July 14, 2005 /s/ Barry M. Donohue
Date ------------------------------------
Barry M. Donohue
President and Chief Executive Officer
July 14, 2005 /s/ William M. Gilfillan
Date ------------------------------------
William M. Gilfillan
Chief Financial Officer